46b90f34dd9622ca998a7aa6f40bf1e4 example of self assesment

Document Sample
46b90f34dd9622ca998a7aa6f40bf1e4 example of self assesment Powered By Docstoc
					                         Example of Self-Assessment for Listed Companies (Checklist)
                        Application of the 15 Principles of Good Corporate Governance
                            Company Name …………………………………………
Remark: This checklist is preliminary only. Listed companies in different industries may have different practices due to nature
of businesses and circumstances.
                                                                             Already    Not yet       Need more suggestions
                                                                             practice   practice         /have obstacles
P o l i c y o n C o r p o r a t e                  G o v e r n a n c e
1. The company’s policy on corporate governance is identified and
   approved by the board of directors.
2. Report on the company’s corporate governance is disclosed in
     Annual Report,
     Annual Registration Statement (Form 56-1).
Shareholders: Rights and Equitable Treatment & Shareholders’
3. Information and documents in the notice of shareholders’ meeting
       Documents required for identification of shareholders (such as ID
       Proxy forms and procedures regarding proxy,
       Names of independent directors (at least one) to be appointed as
4. Details in the agenda listed on the notice of shareholders’ meeting
    To consider a proposed issue
      Important data
      Necessity, objectives, advantages and disadvantages
      Board of directors’ opinions
    To appoint directors
      Nominees’ profiles: age, education, relevant knowledge and
          working experience, illegal act (if any)
      Nominees’ positions in any materially connected business
      Nomination procedures (in case of the directors who are retired
          by rotation)
      Nominees’ previous performance as directors (in case of
          reappointment) such as total attendance in the board’s meeting
    To fix directors’ remuneration
      Amount of remuneration and other benefits
      Supportive data to fix the amount of remuneration
    To appoint auditor
      Auditor’s name and office
      Auditor’s remuneration
      Relationship with company such as being the company’s
          shareholder or advisor
      Number of years as the company’s auditor (in case of
          appointing the present auditor)
      The reason for changing (in case the company appoints a new
5. Shareholders’ meeting
       Notice of shareholders’ meeting is distributed more than 7
          days prior to the meeting date.                                                          .................... days
       Registration period is at least 1 hour in advance.                                         .…………. hours
       Date, time, and venue of the meeting are convenient to attend.
        Shareholders are able to express their opinions and/or ask
           questions as they wish.

6.   Voting
        Vote according to the predefined agenda
        Voting procedure is clarified to shareholders before voting

                                                                            Already    Not yet      Need more suggestions
                                                                            practice   practice        /have obstacles
7.   The director attending the shareholders’ meeting
        All directors                                                                            …………... directors
        All chairmen of committees
8.   Minutes
      Important data is provided completely such as the clarification of
         significant issues, questions, opinions, voting procedure,
         counting, and approve, not approve, abstain votes.
      Is completed in time.                                                                          …………… days
      Is kept properly and future reference is easy.
Various Groups of Stakeholders
9. Employees are treated equally and fairly.            Benefits are paid
10. Products and services bought from suppliers are in accordance with
    normal business conditions and agreements.
11. Borrowing agreements are honored accordingly.
12. Customers are treated with care. Their information is treated as
    confidential. There is a staff available for dealing with customers’
13. Competition is moral. No illegal practices are used to destroy
14. Community, environment, and society are responsibly treated.
L e a d e r s h i p                       a n d          V i s i o n
15. The board of directors play an important role in
       Determining or approving the company’s vision, mission,
           strategy, goal, policy, business plan, and budget,
       Monitoring the management performance regularly to ensure
           that the established plan is achieved,
       Providing adequate internal control and monitoring it regularly,
       Providing appropriate risk management and monitoring it
16. The board of directors determine
     Separation of roles, duties, and responsibilities of board of
         directors, committees, and management using a clear financial
     Clear communication of the role, duty, and responsibilities to
         board of director, committee, management, and employees.
C o n f l i c t                    o f        I n t e r e s t s
17. Guidelines on keeping and protecting inside information are defined
    and notified to directors, employees, and related parties.
18. Every connected transactions and conflict of interest are
    acknowledged and thoroughly considered by the board of directors.
    These types of transactions are in compliance with the relevant rules
    and regulations of the SET.
19. Connected transactions are kept at arm’s length.
20. Connected transactions and conflict of interests are disclosed in
      Annual Report
      Annual Registration Statement (Form 56-1)
Business Ethics
21. Code of ethics or statement of business conduct
     Is in writing.
     Directors and employee are notified and encouraged to comply
         with the code of conduct.
     Compliance to the code of conduct is monitored regularly.
Balance of Power in Board of Directors
22. The proportion of independent directors to the company's board of
    directors is one-third and at least three members of the board are
    independent directors.
23. The number of directors is proportionate to each group of

                                                                               Already    Not yet    Need more suggestions
                                                                               practice   practice      /have obstacles
Aggregation or Segregation of Positions
24. Titles of chairman of the board, chairman of the executive committee
    (if any), and managing director are separated to several people so that
    no one would be granted unlimited power.
25. The chairman of board is independent.
Remuneration for Directors and the Management
26. The company’s remuneration policy and amount are disclosed in
      Annual Report
      Annual Registration Statement (Form 56-1)
27. Remuneration for directors and management
      Is appropriate, comparable to the general practice in the industry
          and each director’s contribution.
      Directors who are assigned with extra work such as being
          member of committee should be paid appropriately more.
      Remuneration for directors is approved from shareholders.
      Remuneration for top executives should be determined in
          accordance with the principles and policy set by the board.
          Remuneration should correspond to the performance of the
          company as well as the performance of each executive. The
          board should review the recommendation of the remuneration
          committee (if any) and make the final decision.
B o a r d        o f     D i r e c t o r s ’          M e e t i n g s :
28. Meeting schedule is determined regularly in advance in order that the
    directors and executives can arrange their time for the meeting
29. Meeting agenda is set up clearly. Regular monitoring of the
    company’s performance is included in the agenda.
30. Meeting materials are complete and delivered to directors at least 7
    days prior to the meeting date.
31. Every director attends every board meeting, except with reasonable
    excuses. Total attendance of each director is disclosed in the
    company’s annual report.
32. * There is a corporate secretary who is responsible for the board’s
    activities and meeting matters including recording the minutes and
    keeping all the meeting documents accurately. The corporate
    secretary is also responsible for providing the board with legal advice.
33. * Self assessment of the board of directors
34. The board’s meeting minutes:
      Contain all important information,
      Is completed in time,
      Is kept properly and future reference is easy.
35. Committees are established to help the board on key responsibilities.
      Audit committee
      Remuneration committee
      * Nomination committee
36. Policy and framework of any committee are clearly defined, including
    qualifications of committee members, responsibilities, meeting, and
    reporting to the board.
37. Most committee members are non-executive directors. The chairman
    of the committee is independent.

38. Audit Committee
      Charter is in writing and approved by the board.
      Meetings are regular, at least quarterly, in order to supervise,
         monitor and review.
      Audit committee report is presented to the board regularly and to

                                                                                        Already    Not yet    Need more suggestions
                                                                                        practice   practice      /have obstacles
          shareholders in the company’s annual report.
         At least a member has accounting or finance background.
         When necessary, audit committee is able to ask for independent
          external advice. Fee is at the expense of the company.

Controlling System and Internal Audit
39. Controlling System is in place, including :
     * Extra guidelines
          Management Control
      Operation Control
      Financial Control
40. There is an internal audit unit/staff to monitor the company’s
    compliance with the established system. The unit/staff is independent
    to make an audit report. (The audit can be done by either internal or
    external unit.)
41. Risk Management
      Risks are defined and evaluated.
      Measures to prevent and manage those risks are determined.
      Early warning System is in place.
      Compliance with related laws and regulations is monitored.
      Risk Management Report is made.
42. There is a risk management unit/staff
D i r e c t o r s ’                        R e p o r t i n g
43. The board provides a report indicating its responsibilities to financial
    statements. The report is exhibited alongside the auditor’s report in
    the company’s annual report. The report covers the following topics:
      Financial statements are accurate, completed, true and reasonable.
      Accounting principles used are in compliance with accounting
          standards. Accounting policy is appropriate and consistent.
R e l a t i o n s           w i t h        S t a k e h o l d e r s
44. Financial information and non-financial information such as
    shareholding structure, risk factor, connected transaction are disclosed
    to shareholders and general investors correctly, in time, transparently
    and in compliance with rules and regulations of SEC and SET.
45. There is an investor relation unit/staff to communicate with
    institutional and individual investors, analysts, and concerned
    government agencies.


Corporate Governance Center
September 2002


Shared By: