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4. To analyze, revise and prepare the improvement plan for current management system to comply with the good corporate governance practice specified by the related regulatory authorities; 5. To examine and monitor the compliance with Good Corporate Governance Principles by relevant departments; 6. To encourage the employees to recognize, and aware of the Good Corporate Governance Principles as well as to cooperate with the Company in order that the Company is able to comply with the Good Corporate Governance Principles constantly; and the Good 7. To study, develop and revise good corporate governance practices of the Company by comparing with leading international companies including the structure, duty and responsibility. In addition, if there are any changes regarding the rules and regulations of the Board of Directors and sub committees, they also consider, revise and propose the suggestion on those changes to the Board of Directors. This is to continually improve for applying in adjustment of the Company’s corporate governance system. The Company Secretary The Board of Directors has appointed Mrs. Rachitporn Manawes, First Executive Vice President of the Corporate Strategy Division, to act as the Company Secretary. The duties and responsibilities shall be as follows; 1. To advise the Board of Directors regarding the related laws, rules and regulations; 2. To supervise the Company to comply with the laws, article of associate, relevant regulations and Good Corporate Governance Principle; 3. To organize the Board of Directors’ meeting, the annual general shareholders’ meeting and the extraordinary shareholders’ meeting as required by laws and the article of associate as well as record and keep the minutes of the said meetings including monitoring the relevant parties to efficiently comply with the said resolutions of those meetings; 4. To supervise the disclosure of information and electronic filing to the relevant regulatory authorities; 5. To liase and communicate with the shareholders and the relevant regulatory authorities; 6. To encourage the new directors to attend the course and give information, which are useful for rendering their service; and 7. To act any business as assigned by the Board of Directors. Annual Report 2012
MFC ASSET MANAGEMENT PUBLIC COMPANY LIMITED
1. Arranging 2 in-house training programs on the Good Corporate Governance for all employees with outside proficient guest speakers; 2. Specifying Good Corporate Governance as a new training program for the Company’s new employee orientation; 3. Specifying Good Corporate Governance as a standard training program of the Company which shall also be used as one criteria for promoting employees; 4. Specifying internal communication with employees via various internal channels regularly in order to ensure their acknowledgement of new drafts of Company’s regulations and encouragement of advancing learning of the said drafts before implementation so that all employees are able to comply with the new regulations and to decrease possible operational mistake. 5. The Assessment Result on Good Corporate Governance for 2012 5.1 The Assessment of the 38 th Annual General Meeting of Shareholders This topic was assessed by the Thai Investor Associations. In 2012, the Company received assessing score at 96.63 points (89 points for the year 2011) 5.2 The Assessment of the Good Corporate Governance Policy This topic was assessed by the Securities Exchange of Thailand and the office of SEC together with the association of Thai Institute of Directors. In 2012, the Company received assessing score at 4-star level, which has a score ranging between 80-89 points and can be deemed as ‘excellent level’ (the latest result of the Company in the year 2011, the Company also received assessing score at 4-star level deemed as ‘excellent level’). The average point of assessing score which the listed companies normally received is at 77 percent deemed as 3-star level. Scope, Authories, Duties and Responsibilities 1. To set the scope and policy of good corporate governance of the Company and propose to the Board of Directors; 2. To advise and supervise the operation of the Board of Directors and sub-committee according to the regulations of the relevant regulatory authorities; 3. To supervise the Management Committee to operate its business as stipulated in regulations of the relevant regulator.