Corporate Governance

Corporate Governance   

"TRINITY" have recognized the importance of their roles and responsibilities in promoting corporate governance so as to ensure that the Company’s operation is transparent and competitive accordingly, lead the Company towards sustainable growth and enable add provide greater benefits to its shareholders in the long run. The iconography and operating under. "Company regulations" strictly throughout. For the subsidiary company And associated companies have the ability to compete

The Board of Directors of Trinity Watthana Plc. have recognized the importance of their roles and responsibilities in promoting corporate governance within the Company so as to ensure that the Company’s operation is transparent and competitive which will, accordingly, lead the Company towards sustainable growth and enable the Company to provide greater benefits to its shareholders in the   long runwhile other stakeholders are taken into account at the same time.The Company’s Board of Directors, therefore, considered Company Regulation and Corporate Governance Policy and disclosed to the employees to acknowledge and comply with. The Company's Board of Directors have revised and adapted this policy properly and updated to circumstances. In addition to the appropriate, efficient and accountable operation, risk management also play a crucial role for the Company. The Company's Board of Director and Management can easily get access to the risk assessment reports updated regularly in order to check and catch up with. In case of any risk exposure over designated criteria, the Company has its measure and process of making decision to cope with an undesired and unavoidance risk.

Moreover, the Company has communicated the practice of good corporate governance to employees by expressing it in the core values ​​of the Company. As employees begin working in the company, they will be cultivated and acknowledged the importance of business ethics. according to the "Code of Conduct for Securities Business Operations and futures contracts". In addition, to become aware of the importance in this regard, the Company has set the understanding, practice, and being a good role model in the business ethics as a topic in the annual performance evalution and in evaluation of quality of the Investment Consultant. As the Company emphasized corporate governance in 2016, the Company has been rated very good type (Very Good) for the report on Corporate Governance by Thai Institute of Directors (IOD).

2. Subcommitees 

Board of Directors has appointed subcommittees, which are Audit Committee and Nomination and Compensation Committee to consider and refine important aspect of work and appoint other operational committees to specifically oversee each aspect of work. The details of each director and the duties and functions of each committee are as follows:

A) Subcommitees of Trinity Watthana Public Company Limited.
B) Subcommitees of Trinity Securities Company Limited.
C) Other Operational Committees.

Audit Committee Charter 
 

3. Selection and Nomination of Directors and Top Management

The Company’s Board of Directors have assigned the Nomination and Compensation Committee to select and nominate a qualified person to be the director and top management such as chief executive officer (CEO), President, Managing Director of the Company and its subsidiaries when there is a vacancy in such position according to the process of recruiting and appointing directors and senior executives.

4. Supervision of operations of subsidiaries and associated companies.

As the Company operates in the manner of the Holding Company, which currently holds 99.99 percent of Trinity Securities Co., Ltd. ,Trinity Advisory 2001 Co., Ltd., Trinity Intellegence plus Co.,Ltd and Trinity One Co.,Ltd. and invests in an associated company, Asset Backed Holdings Co., Ltd, for 49.95 percent. Asset Backed Holdings Co., Ltd holds 100 percent of Conduit Management Services Co., Ltd, which manages a Special Purpose Vehicle (SPV) as well as investing in a joint venture, Tree Money Holding Company Limited, for shareholding of 30.07 percent.

In managing a subsidiary company, the Company oversees it by assigning directors to be representatives of the Company. If a subsidiary company has transactions that may affect the Company significantly, transactions must be approved by the Board of Directors of the Company such as an investment in any securities that are not in the approved list and important policies that a subsidiary company shall implement.

For an associate company, the Company assigns executives to be directors in order to jointly determine policies and oversee its business operation. 
In case of any transactions between subsidiary or associate companies and related parties such as the acquisition and disposition of assetss and voting on important matters that are required for board of directors to approve, it must be seek approval from the board of directors of the Company. Representatives of the Company shall propose to seek for approval, disclose and store data properly, and record and prepare consolidated financial statements to meet deadlines.

5. Prevent Misuse of Insider Information

Directors, executives and employees of Trinity Wattana Public Company Limited and its subsidiaries must strictly comply with the requirements in the Compliance Manual, which has set various regulations such as business ethics for directors, executives and employees, securities trading of directors, executives and employees. Besides, the Company set the guidelines of "Guidelines to prevent the use of Insider Information" to prevent a conflict of interest with the Company and the client’s confidentiality.

6. Policy on investment governance of Trinity Securities Co., Ltd.

o Declaration of commitment
o Policy on investment governance
o Report on compliance with investment governance policy

7. Policies and guidelines to prevent and anti-corruption.

The Company places importance on the prevention of corruption. because foreseeing that it was undermining And affecting the economy and society as a whole, therefore, has established policies and guidelines to prevent and combat corruption as a guideline for operations. and in order to build confidence in the operations of the company Including showing the stakeholders of the company that the company's operations are transparent.


8. The practice of good corporate governance

Chapter 1 Shareholders’ Rights :  The Company encourages its shareholders to exercise their rights and avoid any actions that violate those rights. Also, the Company makes every endeavor to manage its shareholders’ rights efficiently and effectively.

Chapter 2 Equal/Fair Treatment to Shareholders : The Company shall treat all shareholders equally and fairly. In addition to the protection of shareholders’ rights under Chapter 1, the Company shall perform the following to ensure that all shareholders are treated equally and properly.

Chapter 3 Rights of Stakeholders : The Company has always recognized and ensured that the rights of various stakeholders, e.g. shareholders, clients or business partners, creditors, employees and competitors, whether their rights and obligations under the law or the agreements made with the Company, are properly protected and fair to all concerned parties. Also, the Company will ensure that there is no infringement of human rights and intellectual property or copyrights of the Company’s stakeholders.

Chapter 4 Information Disclosure and Transparency : The Company has recognized the importance of the disclosure of correct, transparent and timely information, both financial and general information, which is deemed material by providing such information in both Thai and English languages in accordance with the Company’s “Information Disclosure Policy”.

Chapter 5 Board Responsibilities : The Board of Directors consists of 12 members. Directors representing 2 major shareholders, 6 independent directors and 4 executive directors The Board of Directors must have relevant qualifications and will be assigned clear roles and responsibilities to create an appropriate balance of power.