ANNUAL REPORT 2014 policies that relate to good corporate governance and code of conducts, such topics are included in the orientation program for new employees and relevant refresher courses to be conducted at least twice a year. In addition, these subjects are incorporated into the Employee Opinion Survey (EOS) to allow employees to respond to such statements as follows: “I agree with the principles of good corporate governance and code of con-duct as well as transparent treatment of shareholders, employees, customers and stakeholders.” Or: “I agree that business operations should be based on the CSR principle and comply with the organization’s policies.” In 2014, the ratings of the 2 topics were 4.24 and 4.32 respectively, out of the total of 5.00 points. Aiming to adhere to business ethics and raising anti-cor-ruption awareness among employees, the Company added another survey statement: “I agree and comply with the Company’s anti-corruption policies” to the 2014 Employee Opinion Survey (EOS). The score of this topic was 4.49 out of the total of 5.00. Such systemic good corporate governance initiatives are effective foundation for the Company’s promotion of consistent compli-ance and awareness among employees at all levels. 2. Board of Directors and Subcommittees Composition and scope of duties and responsibilities of the Board of Direc-tors and subcommittees. The Board of Directors of TIPCO is comprised of highly qualified and capable individuals. The directors have consistently participated in self-development programs organized by the Thai Institute of Director Associations (IOD). The Board of Directors partakes in the formulation and endorsement of the cor-porate vision, strategies, goals, business plans and budgets, and supervises management performance to ensure that the Company’s operations were undertaken efficiently and effectively in accordance with predetermined business plans and budgets. It is the duty of the Board of Directors and the management to be responsible for shareholders. In this regard, the Company has implemented an effective system to ensure segregation of duties be-tween the Board of Directors and the management, reviewed and evaluated internal control, and implemented risk management and control measures. TIPCO has also complied with relevant laws, corporate objectives and regu-lations, and resolutions adopted by Shareholders’ Meetings, while protecting the Company’s interests based on the principle of good corporate gover-nance. In addition, 4 subcommittees have been established, namely the Audit Committee, the Nomination and Remuneration Subcommittee, the Corporate Governance Subcommittee, and the Risk Management Committee. Members of the said sub-committees have qualifications and duties that correspond to the requirements set by the Stock Exchange of Thailand. Roles, duties and re-sponsibilities of sub-committee members, the management team, the Board of Directors and major shareholders, are clearly defined in writing. Authority and Duties of the Board of Directors 1. Oversee and manage the Company’s business activities to ensure compliance with relevant laws, business objectives and the Articles of Association, resolutions of Shareholders Meetings, and to protect the Company’s interests in accordance with the principle of Good Corporate Governance.
EN_Tipco_Annual Report 2014
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