Good Corporate Governance (CG)

Sahamit Machinery Public Company Limited has complied with the good corporate governance principles in its management policy in accordance with the Stock Exchange of Thailand’s Code of Best Practices for Directors of Listed Companies to ensure that the business is conducted effectively and transparency, accountability and fairness to all stakeholders. SMIT comply with the good governance operating guidelines follows;

Rights of Shareholders and Equitable Treatments of Shareholders
1. The company provides shareholders, prior to a meeting, with information on the date, time, venue, and all agenda items with complete support data concerning issues to be decided. A notice of a meeting and support document are sent to shareholders at least 7 days in advance. The notice of shareholders meeting 2018 is posted on the company’s website so that shareholders can study all the information prior to receiving the notice in documentation.
2. The company’s website where shareholders and those interested may download financial information, company profile, and meeting information is www.sahamit.co.th. Inquiries may be Email to This email address is being protected from spambots. You need JavaScript enabled to view it..
3. The invitation to the Annual General Meeting contains information and guidelines for the shareholders relevant to the meeting including voting procedure. In case the company shareholders cannot personally attend the meeting, the company shareholders may use the proxy form provides as attachment or may download from the company website to appoint the Audit Committee members, Board of Directors, or any persons to be the shareholder’s proxy to attend and vote in the Annual General Meeting of Shareholders. The company also gives right to the shareholders arrive late to vote for the agenda that haven’t been voted by the time the shareholders attend the meeting unless the shareholders’ meeting has disagreed.
4. The company held the Annual General Meeting 2018 on April 26, 2018, where all 13 directors were present. Shareholders were given opportunities to directly ask the company directors and committees any relevant questions. The company does not deprive its shareholders of access to company information. For instance, all important information is included in distributed notices without any last-minute addition of agendas or changes in important matters. Shareholders who arrive late are always allowed to attend meetings.
5. The company allows shareholders to propose matters to be included in a meeting’s agenda, prior to the meeting, with requirements and procedures. For instance, there must holding minimum shares not less than 500,000 shares and continuously held those shares for one year by the date when the shareholder proposes the agenda. A meeting agenda is presented in detail. Criteria for approving or rejecting proposed matters as part of meetings’ agendas are stated clearly. There are channels and periods of time for accepting shareholders’ proposals. After proposals are accepted, the board of directors’ meeting will consider and select the proposals. Shareholders will be informed about the board’s meeting decision and reasons in detail regarding the proposals through the shareholders’ meeting. In the previous year, company shareholders did not propose any additional matters to be included in shareholders’ meeting agendas. In 2018, the company would like to offer and opportunity for the shareholders in proposing the agenda of Annual General Meeting of the Shareholders and nominate person to be elected as the company’s Directors in advance be e-mailed to This email address is being protected from spambots. You need JavaScript enabled to view it..
6. In the 2018 AGM, the chairman informed company shareholders about procedures relevant to the meeting including voting procedure. Shareholders were given opportunities to express their opinions and ask questions. There were inquiries about the company’s financial statement and operating results. Shareholders voted on an individual director. Voting cards were used in case of disagreement over the meeting agenda. The meeting was recorded on video.
7. In minutes of the Annual General Meeting 2018, names of all the directors were shown. Summaries of clarifications, questions, answers, opinions, voting procedure, and vote count were provided. Regarding disagreement, the meeting resolution was presented along with the total of votes in favor/ against and no vote. The minutes were posted on the company website within 14 days after the AGM.
8. Regarding the use and protection of inside information, the company has established measures to prevent the use of inside information by directors, management, and employees for abusive self-dealing. (Details are shown in The Use and Protection of Inside Information Section.)
9. The company requires that a director must not operate or have any position in any ordinary partnership, or be a general partner in limited partnership, or be a director in any other limited company or public company limited that operates businesses of the same nature and that is the company’s direct and indirect competition, unless the information about their positions is disclosed before the appointment. Directors must inform the company immediately about their direct and indirect conflicts of interest arising in any company contracts done between fiscal years, or due to change in their acquisition of shares or debentures of the company or its subsidiaries between fiscal years. The company encourages its directors, management and those related to the board to disclose information about their conflicts of interest as part of the board’s meeting agendas. Directors who have conflicts of interest in any issues being considered are not allowed to vote on those particular issues.

Roles of Stakeholders
The Board of Directors accounts for stakeholders’ rights and interests by establishing guidelines for addressing the needs of each group mutually sustainable interest. In Practice, SMIT applies the GCG in its business administration of which the practical guidelines are stated in its Code of Business Conduct booklet. SMIT focuses on business responsibilities in 4 core areas: human rights, labor, the environment and anti-corruption.
Rights of shareholders: Relevant policies are defined in “Rights of Shareholders and Equitable Treatments of Shareholders” section.
Rights of employees:
The Company’s employees are an extremely valuable asset and they make essential contributions to the Company’s achievement of its goals. As a result, it is Company policy to treat employees fairly in all respects including employment opportunity, remunerations, promotion and professional development. The Company has established the following
guidelines for its practice toward employees:
(1) To treat employees fairly and courteously while paying due respect to individuality and human dignity
(2) To provide fair remunerations
(3) To maintain a work environment that does not endanger employees’ life or property
(4) To carry out all professional appointments, rewards and disciplinary actions in good faith on the basis of competence, capability and suitability
(5) To give priority to skill and knowledge development on a regular and equitable basis
(6) To listen to opinions and recommendations based on employees’ professional competence
(7) To comply with all employee-related laws, rules and regulations
(8) To avoid any unfair action that may affect employees’ job security or harass or psychologically threaten the employees Besides, the Company encourages the acquisition of knowledge through internal and external trainings so as to cope the future growth. The Company establishes a provident fund for employees to provide employees with financial security and stability.
Rights of customers:
              The Company is operating under the international standard of ISO 9001:2008 and AS9100c to bring about the highest satisfaction in terms of quality of products , punctual delivery and would class services. To protect trade secrets of each customer has been our priorities to ensure long-term relationship.
Customer satisfaction is of great importance to the Company’s success. Smit intends to respond to customer’s demands effectively and efficiently and to continuously improve this response. Its policies and practice guidelines are as follows:
(1) To deliver quality products and services which meet customer’s expectations at a fair price
(2) To provide advice regarding the efficient use of Smit ’s products and services for the customer’s maximum benefit
(3) To give accurate, adequate and timely information about its products and services to customers without exaggeration that may lead to misunderstanding about the quality, quantity or condition of such products or services
(4) To deal with customers in a polite and efficient way and to gain their trust. To set up a system and process where customers can place complaints regarding the quality, quantity or safety of Smit ’s products and services; as well as the speed of response and delivery
(5) To safeguard customer confidentiality and to refrain from abusing it for personal interest or for the interest of other parties
Rights of business partners:
Smit has a policy to equitably and fairly treat its trading partners, taking into consideration the Company’s interest and on the basis mutual benefit. In addition, it intends to avoid circumstances that may lead to a conflict of interest. It makes efforts to comply with all contractual obligations, provide reliable information and accurate reports, confer or negotiate for solutions to problems on the basis of following guidelines:
(1) The Company shall not demand, receive or pay any improper benefits to its trading partners.
(2) Should it become known that corrupt demand, fraudulent receipt or payment of any improper benefit occurs, full information will be disclosed to the trading partners involved and the Company shall collaborate with the parties concerned to resolve the problem on a fair and timely basis.
(3) The Company shall strictly comply with all the terms and conditions agreed upon in a transaction. In the event that any particular condition cannot be met, the Company will inform the creditors concerned beforehand and seek a mutually acceptable solution.
Rights of Creditors: The Company has earned trusts among its creditors by operating with ethics as well as complying with the terms of loan and the rightful duties as of borrowers
Rights of the community and society:
The Company observes legal rights of the communities it operates and it strictly acts to comply with other related laws such as environmental law and factory act. The Company is well aware of significance of the communities and provides supports by sponsoring, developing infrastructure, and promoting social activities that bring understanding and sustainable development to the community.
The Company is committed to conducting business with sound safety, occupational health and environmental conditions in accordance with the following guidelines:
(1) The Company shall comply with all legislations and regulations relating to safety, occupational health and environmental requirements in all locations in which the Company operates.
(2) The Company shall constantly ensure that its working environment is safe for the life and property of its employees.
(3) Executives and staff must commit to and undertake all activities aimed at promoting the quality of workplace safety, occupational heath and the environment.
                  The Company always realizes the importance of all stakeholders as mentioned. Moreover, it values all suggestions, opinions, and comments that enable development and improvement of the Company operation. All stakeholders can contact the Company’s management, the head of internal audit committee, the head of human resource department, or the chairman of audit committee to report improper incidents, complain, request for clarifications or correction, or make any suggestions ( Whistle Blowing Policy) by emailing : This email address is being protected from spambots. You need JavaScript enabled to view it.. , or faxing the internal audit office at (0) 2295 1020.
                  In the previous year, there was no wrongdoing reported to the Company. Details information regarding procedure to report wrongdoing is provided in the Company’s Corporate Governance Manual, under the heading Reporting misconduct, fraud, and non-compliance to Code of Business Ethics.

Disclosure of Information and Transparency

The Company is disclosed correctly, accurately, on a timely basis, and transparently through channels that are trustworthy and equally easy to access for the public. The followings are Company practices:

1. Annual statements (Form 56-1) and annual reports are disclosed through the SET channels and Company website www.sahamit.co.th. There are also updates related news to the Company on the website to facilitate decision-making of those involved.
2. In the previous year, the Company’s disclosure of information and transparency were approved by the Securities and Exchange Commission and the SET, as its practice was in accordance with disclosure requirements.
3. In the 2017 annual report, the Company’s board of directors’ roles and responsibilities together with those of its committees are disclosed. Also, Company policies on remuneration payment for directors and managements, a summary of Company governance, policies on the environment and society, Company practices and a summary of Company business ethics.
4. A statement of the board of directors’ responsibilities concerning the Company’s financial report is provided alongside the auditor report in the Company annual report. The contents include the certification that the Company’s financial statements are fairly presented in accordance with generally accepted accounting principles and regulations. The statement is signed by the Company chairman.
5. Contents of the Company’s website consist of corporate governance and results of practices in line with Company policies, business ethics, ownership structure, board structure, vision/missions, policies on the environment and society, annual report, financial statement, news and updates in both Thai and English.
6. The Company is well aware of the importance of disclosing information to investors with accuracy, transparency, and accessibility. The Company set up investor relations division to coordinate communications between the Company, investors, and shareholders can be reached by email This email address is being protected from spambots. You need JavaScript enabled to view it. or contact Miss Prangtip Sivaruk Tel. 66 (0) 2295 1000-8 ext. 1515
Responsibilities of the Board of Directors
1.      The structure of the board consists of 10 directors which 5 of them are independent directors, one of third (1/3) of the board. The number of directors was appropriated to current business size. The Company’s directors possess qualifications in various fields, such as skills and expertise in accounting, finance, governance, production, purchasing, international trade and internal audit. Detailed biographies, qualifications, experiences, and ownership of directors are included in Form 56-1.
2.      The Company’s Chairman of the Board and the Managing Director is not the same person. The Company has clearly defined and divided the duties and authorities of these 2 roles. The Company has 7 individual executive directors to suitable balance the authorities. Beside the regular business transaction, all other issues will be taken into consideration of the board of directors (comprises of 4 Audit Committee).
3.     The Company’s Audit Committee Board consists of 4 independent directors. Qualifications of audit committee members are in line with relevant SET requirements and Mr. Prayoon Vivetpuvanonth, one of the members, possesses sound knowledge, understanding, professional experiences in accounting and finance and internal audit. In 2018, the committee had 5 meetings, and reports on their works were regularly completed.
4.      The board of directors has not appointed the nomination and remuneration committee and risk management committee since the board has reviewed that in reference with the current size and the organization structure, the Company is still not necessary to set up these committees. However, the board of directors (comprises of 5 independent directors or one third (1/3) of Company directors) are responsible for setting the suitable remuneration of the board of directors and the management with clearly and transparency. The remuneration of the board of directors is benchmarking with the same industry together with the performance of the Company and later present to the AGM for approval. The remuneration of the management is being set by the knowledge, ability, responsibility, together with the performance of the individual. Regarding the risk management, the board of directors (comprises of 5 independent directors or one third (1/3) of Company directors) are responsible for reviewing and assessing the overall risk of the Company i.e. risk of the product price fluctuation, risk of the exchange rates fluctuation, risk of the account receivables, as well as planning and setting risk management policy to minimize the risk at the lowest possibility.
5.     It is required that during the annual general meeting, one third (1/3) of Company directors resign. The directors that stay longest in term will have to resign and may be reappointed for another term if the AGM approves. Each director’s term is about three years.
6.      The board requires that a director must not operate or have any position in any ordinary partnership, or be a general partner in limited partnership, or be a director in any other limited Company or public Company limited that operates businesses of the same nature and that is the Company’s direct and indirect competition, unless the information about their positions is disclosed in the annual general meeting before the appointment. The requirement is applied to Company executives as well. None of the Company directors serves as directors of more than 5 listed companies.
7.      The roles, duties and responsibilities of the board of directors, the executive board, the audit committee and are clearly divided.
8.      The Company has set visions, missions, strategies, goals, business plans and budgets, along with monitoring the work of the management to be in accordance with the designated business plans and budgets. Moreover, the Company have been governed an internal control system, an internal audit, and risk management with effectiveness and efficiency.
9.      The board of directors has realized the importance of the good corporate governance, which is an important factor for maximizing business success aiming to bring about the best benefit to shareholders, and all stakeholders. The board of directors has announced and enhanced the use of the Good Corporate Governance guideline to give appropriate guideline for the related parties to follow.
10.    The board of directors has set a written ethics and codes of business conduct for the Company’s directors and employees, which cover key matters, such as honesty, integrity, conflicts of interest, and compliance with laws. Compliance to the codes is monitored, and penalties are defined. Each year the Company’s human resources department evaluates, reviews, and revises the codes of conduct.
11.    Conflicts of Interest Prevention, The board of directors thoroughly considers and deals with transactions with (potential) conflicts of interest. The audit committee considers related-party transactions according to the SET legislation and procedure. Stakeholders in transactions are not allowed to decide on those particular transactions, which are fully and accurately disclosed in annual reports and from 56-1.
12.    Efficient Administrations and Internal Control, the Company’s internal control unit has been formed to ensure effective operations, accurate and reliable information, compliance with legislation, efficient and effective use of Company resources, and protection and Company assets. The Company internal audit provides analyses, audits, evaluations, advice, and recommendations to support Company activities. The audit committee independently reviews and audits adequacy and efficiency of the Company’s internal control and internal audit once a year. The opinions on the Company internal control system are included in the annual report.
13.    The board of director sets at least 4 board meeting every 3 months, and 1 additional meeting one month before annual shareholders’ meeting, each director of the board is notified in advance. In board meetings, the chairman, managing director, and secretary consider agendas. This is to ensure that the agendas cover important matters. Each director may propose agendas independently. The board’s secretary sends meeting documents to each director in advance of the meeting date. The documents are concise. In a board of directors meeting, the chairman of the board allocates adequate meeting time for managements’ presentations and comprehensive directors’ discussions.
14.    Minutes of the board of directors’ meetings include such important matters as dates, times, names of directors who are present and absent, summaries of proposals, summaries of discussions and remarks, resolutions, opinions from directors who disagree, names of people preparing minutes, and names of those approving minutes. The minutes are bound and easy to retrieve. They cannot be changed. Numbers of the board meetings and attendance are disclosed.
15.   The board of directors has appointed Miss Nuttaporn Tamesirichai as the Company’s Secretary to sets the board of directors’ meetings, other director’s meeting as well as the AGM. The Company’s Secretary is responsible for providing minutes of the board of directors’ meetings, minutes of the AGM, Annual report and filing all documents requires by law.

Supervision of Use of Inside Information
The Company prohibits its directors and the Management from using inside information concerning important matters including trading of securities before publication for personal gains. Preventive measures against the use of inside information by the directors and the management are as follows:

1. The Company informs executives about their obligation to disclose security holdings and changes of the holdings of themselves, their spouses, and their children who have not yet attained the majority according to the Securities and Exchange Act B.E. 2535, article 59 and statutory penalty, article 275.
2. Circular notices are sent to executives advising those who receive important inside information that affects prices of securities not to trade Company securities within that one month (except in case of necessity) and not to disclose the important inside information before the Company financial statements or the particular information is publicized.
3. Should there be any changes in security holdings of the Company’s directors and executives, the changes must be reported to the board of directors in security holdings matter on the agenda.
4. Important inside information and confidential documents saved as hard copies or soft files are protected and access is limited to top executives only when necessary. If any inside information needs to be disclosed to Company employees, the employees will be informed properly about the limitation of the use of that information. An employee who discloses Company confidential information will be penalized.
5. To monitor irregularity in Company operating results, random examination is done to security trade, the Company’s information system and outside information sources.

 Internal Control
The Company has continuously focusing on an efficient internal control system in which is an important mechanical tool to support the management in decreasing business risk, to ensure the effectiveness of the business transaction, to appropriately allocate the resources and to accomplish the designated goal. Moreover, it helps to protect the loss of possession or fraud, and enhance the accuracy and accountability of the financial report. The internal audit, under supervision of the Audit Committee, has independence to operate and audit the internal control system in accordance with general standards and followed annual audit plan written based on the principle of risk base auditing. This is to ensure the efficiency, the effectiveness and the continuous improvement of the Company’s internal control system.
In accordance with the Board of Directors meeting no. 2/2018, also attended by the Audit Committee, held on March 7, 2018, which the Board of Directors considered that the sufficiency of the Company’s the internal control system of the Company was adequate, fairly established and appropriate to the Company’s business. There also was no significant weakness of internal control which would negatively affect and accuracy and reliability of financial statement and the efficiency and effectiveness to achieve the business goals.

Risk Management
The Company acknowledges that risk management is an essential element in the framework of good corporate governance, and is an integral part of good management practice. The Company recognizes that the aim of risk management is not to eliminate risk totally, but rather to provide the structural means to identify, prioritize and manage the risks involved in all our activities. It requires a balance between the cost of managing and treating risks and the anticipated benefits that will be derived. The Company’s Risk Management Committee set the risk management policy and process for the management to execute. The management team is responsible for identifying risk factors and planning effective control systems. By considering the risk factors, the management can develop a better business model and control system that will enable it to manage risk at an acceptable level. In 2015, the Board of Directors had appointed the Risk Management Committee and the Office of Risk Management to created Risk Management Manuals for each department, reviews and improvements to internal control system were made to ensure all business units implement the controls consistently.

In order that, the Company’s Risk Management Committee shall review and assess annually its performance and report the results to the Board. There are 5 Steps of Risk Management Process as following:
Step 1 – Establish the risk context for the identification and analysis of the risks facing the company.
Step 2 – Identify the risks which could cause a loss or disruption to the business which can classified into different 5 main types.
             2.1 Financial Risk
             2.2 Operational Risk
             2.3 Regulatory Risk
             2.4 Strategic Risk
Step 3 – Analyse, evaluate and measure the risks. This involves analysing the likelihood and consequences of each identified risk and deciding which risk factors will potentially have the greatest effect and should, therefore, receive priority with regard to how to be managed. It is about considering the options for treatment and selecting the most appropriate method to achieve the desired outcome.
Step 4 – Treat and Mitigate the risks. If management considers a risk to be significant, an action plan is developed to mitigate and/or reduce the risk to a more acceptable level. The action plan stipulates who is responsible for taking action, what kind of action needs to be taken and it also includes a time frame within which a risk needs to be reduced or mitigated.
Step 5 – Monitor & Reviews. It is to assesses the effectiveness of its Risk Management Framework through a well structured continuous improvement process to ensure risks and controls are continually monitored and reviewed.