Electric Ferry

Company Profile
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Good Corporate Governance

The Board of Directors understand the importance of implementing “Good Corporate Governance 2006” (as announced by Stock Exchange of Thailand), and therefore, implemented such “Good Corporate Governance” as a guideline to enable effective and transparent management which will ensure trust and confidence among shareholders, investors, stakeholders and all related parties. Good Corporate Governance can be divided into 5 areas as follows:



1. Righst of shareholders

The Company supports right practice as well as right protection of the shareholders as follows:
  • Right of holding Company's shares
  • Right to acquire, dispose and transfer the shares
  • Right to acknowledge complete information and news related to the Company
  • Right to attend and vote in the shareholders' meeting
  • Right to appoint or dismiss the Company's directors
  • Right to receive divident from the Company
  • Right to take part in making decision and acknowledge the decision of the Company concerning changes of internal infrastructure which are:-
    • Disposal or transfer as a whole or important part to other person
    • Aquisition or receive business of other companies under ownership of the Company
    • Covenant, amend or terminate of agreements concerning all leasing business of the Company, as a whole or important part, delegate other person to operate the Company's business, or consolidate with other person with intention to share the profit/loss
    • Change details in memorandum of association or articles of association or other regulations of the same nature
    • Increase or reduce the Company's capital
    • To execute aquisition or dissulution of the Company
    • To issue debenture stock
    • To execute special transactions which are not iccured from normal transaction
  • Right to propose matter as theagenda in the general meeting of the shareholders
  • Right to propose a person as a director of the Company in the shareholders' meeting


2. Shareholder’s meeting

Shareholders have right to attend and vote in Shareholders' meeting with equal treatment. The Company shall refrain from any action that may limit the right to access the Company's informationor to attend the meeting. The Company undertakes procedures regarding each meeting as follows:
  • The Company provides all necessary information such as date, time, location and an agenda of the meeting, including supporting documents for each agenda in prior to the meeting date to allow shareholders to study supporting information for their vote, without additional agenda other than specified in the notice of the meeting or changes of important information without prior notice to the shareholders.
  • The notification of the shareholders' meeting as well as supporting details to be available 30 days prior to the date of the meeting by publishing on the Company website: www.energyabsolute.co.th
  • Rules and regulations of the shareholder's meeting as well as voting procedure to be clearly stated in the notice of the meeting .
  • The Company allows shareholders to send their questions as well as name and contact details to the company prior to the meeting date through following methods:
    • Energy Absolute Public Co., Ltd.
      Office of Company Secretary
      888 I Tower 15th Floor, Vibhavadi-Rangsit Road,
      Chatuchak Sub-district, Chatuchak district,
      Bangkok 10900
  • The shareholders can enquire, express their opinion and ask for clarification from the Board of Directors, committee or the Management in regard to meeting agenda, policy, operation result, annual audit result from the independent auditor, remuneration policy of the directors and executives or other related matters.
  • In the event that the shareholder is not able to attend the meeting, he/she can use proxy. The shareholders to be allowed to appoint an independent director or other person as considered an appropriate as well as their proxy on which he/she can specify their vote. Appointment of the proxy must be clearly specified.
  • Shareholders to be allowed to vote in election of qualified director to undertake responsibilities of maintaining benefit of the shareholders.
  • The Company held meetings in a timely manner, and support shareholders to express their opinion and ask for more information.
  • The Company encourage directors, executives and auditors to attend the meeting for the advantage of answering questions of the shareholders.
  • The Company Secretary provided minutes of meetings with accurate, complete and clear details and submitted to the SET, SEC as well as disseminated through the Company website within 14 days after the date of meeting.

All shareholders, investors, corporate investors both within the country and abroad, received equal treatment as specified in the Right of Shareholder Section. The Company has stipulated the policy to protect right of shareholders to ensure that everyone is being treated equally and fairly.
1. Use of internal information for purchase and sale of the Company’s securities

The Board of Directors has set the protection of internal information and purchase and sale of the Company's securities to ensure equality and justice to all shareholders and to refrain directors and related executives from illegally purchase-sale the securities for their own interest.
  • Control of internal information : All directors, executives and employees are not allowed to use internal information which has not been disclosed to the public domain for interest of their own or others. In addition, any third party who is involved or may have access to the important internal information of the Company, must sign in the non-disclosure agreement to ensure that the particular person will use the information with full caution and keep such information as confidential in the same manner as the executives and employees would practice.
  • Holding the Company’s securities : All directors, excutives and employees have freedom to purchase-sale securities of the Company. However, to prevent conflict of interest, directors, executives and employees, including their spouse and minor child are prohibited to purchase-sale securities of the Company 1 month prior to the date of disclosure of the financial statement to the public. Any acquisition-disposition, transfer-receive of the Company's securities held in their account must be reported and disclosed to the related authority.
Incompliance with the use of internal information aforesaid shall be deemed as default of the Company's regulations. In addition, if such default is considered violation of Section 2411, the violator may be subjected to Section 2422


2. Conflict of interest

The Company operated business with honesty, integrity, transparence and fairness. Directors, executives and all employees are not allowed to engage in any business that compete with the Company or execute any business trans?action which involves themselves or related person/juristic person that may lead to conflict of interest. It is responsibilities of the Board of Directors to monitor and ensure that everyone strictly comply with the rules and regulations of disclosing related transaction as stipulated by law or relevant authorities. In case it is necessary to enter into a connected transaction, such transaction must be under general trade conditions as approved by the Board, with transparency and fairness, and executed in a manner as if to external party, and conduct for the full benefit of the Company. However, the connected transaction which is not based on the general trade conditions may lead to conflict of interest and must be reviewed and considered by the audit committee prior to being proposed to the Board or shareholders for approval.


3. Report of interest

It is responsibility of directors and executives to report interest of directors and related persons regarding the management of the Company as regulations and conditions set forth by the SEC. The Company Secretary is responsible for collecting and submitting report of interest to the Chairman of the Board of Directors. and the Chiarman of the Audit Committee within 7 days from the date of receiving report.

The Company supports conduct of business based on fairness and shared benefit between the Company and stakeholders. All related policies and measures are set forth as follows:


1. Treatment to stakeholders

Stakeholders of the Company are categorized as follows: It is responsibility of directors and executives to report interest of directors and related persons regarding the management of the Company as regulations and conditions set forth by the SEC. The Company Secretary is responsible for collecting and submitting report of interest to the Chairman of the Board of Directors. and the Chiarman of the Audit Committee within 7 days from the date of receiving report.
  • Shareholder: The Company determines to create quality and stable business growth for the full and sustainable benefit of the shareholders.based on the effective work performance, excellent turnover, equal access to necessary information, disclosure of actual information, conducting business with honesty, integrity, transparency and fairness.
  • Customer: The Company provides excellent service system to ensure that all customers receive appropriate response and complete-accurate information as required. The Company also has survey forms to take customers feedback as a guideline for continual improvement and development.
  • Partners: The Company treats trading partners with fairness based on shared benefit, develops and maintains long term relationship, as well as creates trust between each other and strictly complies with the procurement regulations.
  • Creditor: The Company strictly complies with the conditions agreed with creditors, manages to return loans plus interest in timely manner.
  • Employees: The Company treats its employees with fairness and appropriate manner in term of opportunity and compensation, appointment, skill development and safe working condition.The Company is open to opinion and suggestions from employees from all levels and treats everyone with fairness and equality.
  • Competitor: The Company determines to conduct business under fair competition environment, not seeking competitor's confidential information dishonestly or inappropriately, not executing any action that violates their intellectual property.
  • Community and Society: The Company maintains its participation in society by complying with the law and/or approved regulations, coordinates with government authorities, ensures that business operation will not cause any damage to community, society and environment, supports and develop society in terms of life quality de velopment, education development, energy saving and environmental care.


2. Risk Management Policy

  • Risk management is an integral to the whole business where responsibility are adjacent to employees of all levels. With awareness toward risks adhered to their work and within department, everyone is assigned to ensure that an appropriate balance between risk and its control is achieved.
  • To define risk management procedures in line with international standards, integrate same risk management to whole organization, implement risk management as a part of planning, strategy and business operation of the Company, as well as to achieve the target, vision, mission and strategy set forth in order to create success and confidence among stakeholders.
  • To define prevention and minimize risks from business operation in order to avoid damage or loss, as well as to follow up and assess the risk management result regularly.


3. Safety and hygiene of workplace environmen

The Company realizes that safety and hygiene of workplace and environment is the basic responsibility of organization and is an important and necessary factor for our business operation. To become a leading organization, all departments are constantly supported and developed under safety, hygiene of workplace as follows:
  • Prevent accidents, injures and sickness what may be inccured from operation under strict compliance of everyone, as well as limit and control work that exposes to higher risk
  • Coordinate with government authorities and private companies to minimize emergency cases or accidents incuured from work
  • Comply with applicable laws, regulations and provisions regarding safety strictly, and implement safety stand ard to business operation
  • Provide equipment, tools, regulations, work plan and traning course for employees of all levels to ensure they understand and receive sufficient information about safety at work and to prevent accidents or diseases inccurred from work.
  • To review safety policy and conduct assessment regularly.


4. Society and Environment policy

The Company realizes importancy of taking part in society and environment care to support better life quality, conducting different activities to support social development and sustainable environment. Our social and environment policies are as follows:
  • Consider the impact of the business operation on society and environment
  • Determine, reduce and prevent pollution
  • Strictly comply with the applicable laws, regulations and related practices.
  • Develop and improve work standards to be in compliance with environmental standards


5. Wistle-blowing

To encourage and support all stakeholders both inside and outside the organization to take part in corporate governance, the Company has set whistle-blowing policy for receiving claim of any incompliance, illegal actions. All information or claim can be reported directly to the Chairman of the Audit Committee.
  • Conditions and consideration on complaints
    • The complaint must be true and contain enough information to conduct an investigation.
    • To protect whistle-blower, he/she may choose not reveal their name.
    • The information received by the Chiarman of the Audit Committee is kept as confidential and disclosed as deemed neccessary, as the safety of whistle-blower is the main concern.
    • Upon fact-finding and investigation process, the complaint will be reported to the Board of Directors for appropriate execution.
    • The whistle-blower will be equally protected whether he is an employee or the third party.


6. Right Protection for employee, contractors or temporary staff

The Company refrains from any unfair treatment toward its employees, contractors or temporary staffs such as change of position, work scope, or place of work, suspend work, threatening, disturbing, dismissal or any other action defined as unfair treatment based on the ground that:
  • such person provides information, cooporation or assistance whatsoever to the executive committee, government or related authorities
  • giving statement, submitting evidence document or assistance whatsoever to the executive committee, government or related authorities in support of con sideration or examination on violation of incomplince with the laws, regulations, provisions or good corpo rate governance.

1. Information disclosure

The Board of Directors places attention on disclosure of reliable, accurate, complete, transparent and timely released information for financial and non-financial matters. to investors and all stakeholders for their decision and confidence. The Office of Company Secretary and Investor Relation are responsible for communicate and disseminate information necessary for individual investors, corporate investors, analyst and individuals within the country and abroad through different channels i.e. the Company's website, announcement of quarterly results, business operation plan. Important information being disclosed to the public are such as annual statement (form 56-1), annual report (form 56-2), financial information, information related to major shareholders and rights of voting, information related to directors and committee, information disclosed to SET, corporate governance policy, business ethic, activities and operative plan etc.


2. Auditor and quality of financial report

The financial reports of the Company and its subsidairies to be reviewed and audited by an independent auditor with knowledge and qualifications approved by SEC to ensure accuracy to the Board of Directors and shareholders. Nevertheless, the Company has policy to change independent auditor on 5 years basis where new auditor from the same accounting firm may be appointed. The same auditor may be re-appointed after at least, 2 years after his last audit completion. The Board of Directors places importance and responsibility on the financial statement of the Company and its subsidiaries based on general accounting standards, with full caution, accuracy and completeness to reflect actual operative result of the Company. The Board of Directors provided operative result and information disclosure with transparency and suf?ficiency to related authorities such as SEC and SET regular?ly by taking into account the benefit of shareholders and in?vestors. Furthermore, the Audit Committee is appointed by the Board of Directors to verify and examine reliability and accuracy of the financial report and internal control system

1. Structure of the Board of Directors

  • The Board of Directors consists of at least 5 directors, and at least half of the directors must have domicile within the Kingdom.
  • The Board of Directors consists of at least one third (1/3) of total numbers of directors on board and/or contain at least 3 directors.
  • The amount excludes independent directors and must in accordance to fair pro rata of investment of each shareholder group.
  • The Chairman of the Board of Directors and the Chairman of the Executive Officers must not be the same person to saperate clear duties and r e sponsibilities and to balance the power.


2. Qualifications of directors

  • Qualified, not being prohibited to run Public Company, Securities and Stock Exchange, law, including other applicable laws and good corporate governance of the Company.
  • Having competent knowledge and good professional background, independent, performing duties' honest, moral, ethic and regularly attend the meetings
  • Having one or more specific knowledge in a particular field which will generate benefit to the Company which are:
    • Production and distribution of biodiesel oil
    • Production and distribution of alternative energy
    • and good corporate governance
  • Holding position as a director in the maximum of 4 listed companies, and not hold any position in the entity deemed as the Company's competitor
    • Hold no more than 1% of total paid up shares in the Company, holding company, subsidiaries, joint ventures or controlling parties of the Company, which shall be inclusive of the shares held by related persons.
    • Never or not holding position of director with duty involving management, employee, staff, advisor who receives monthly salary or controlling party of the Company, holding company, subsidairy, joint-venture, joint-venture of the same level or juristic person which may have conflict, except the position that has been dismissed for at least 2 years prior to the date of appointment . The prohibited characters excludes the position in government authority or advisor for government authority which is a major shareholder or controlling party of the Company or its subsidiaries.
    • Not related by blood or registered as being parents, spouses, siblings, or spouses of the children of the executives, major shareholders, controlling party, or persons to be nominated as executives or controlling party in the Company or its subsidiaries.
    • Have no business relations with the Company, holding company, its subsidiaries, its joint ventures, or juristic persons which may be in conflict with the Company in ways that might impair their in dependent judgment, is not or has not been shareholder, director which is not independent director or executive of the persons who might have relationship with the Company, holding company, its subsidiaries, joint ventures, or juristic persons in potential conflict with the Company, unless such association ended no less than 2 years prior to the date of appointment.
    • Is not or was an auditor of the Company, holding company, its subsidiaries, its joint ventures, or juristic persons in potential conflict, and is not a major shareholder, director which is not independent director, executive or managing partner of the auditing office where the auditor of the Company, holding company, its subsidiaries, joint ventures, or juristic persons in potential conflict with, unless such association ended no less than 2 years prior to the date of appointment.
    • Is not and have not been a professional advisor especially in legal or financial fields who receives service fee more than two million baht a year from the Company, holding company, subsidiaries, joint ventures, or juristic person with conflict. In addition, the juristic person shall include the position of major shareholder, director who not serve as an independent director, executive or managing partner in that entity, unless such an independent director has not been a person referred to above for at least two years.
    • Is not director appointed as representatives of directors, major shareholders or shareholders of the company related to the major shareholders of the Company.
    • Do not operate the same and competitive business with the business of the Company, or its subsidiaries, or is not a significant partner of the partnership, or is not an executive director, employee, staff, advisor who receives salary, nor holds shares exceeding one percent of total voting shares of any other companies which operate the same and competitive business with the business of the Company, or its subsidiaries
    • Is not any otherwise which is unable to have an independent opinion regarding the business operation of the Company.


3. Term of directors

At the Annual General Meeting of Shareholders (AGM), one- third of all directors shall resign by rotation. In case the number of resigned directors cannot be proceeded, the similar amount to one third shall be applied. The resigning directors may be re-elected. In addition to due term of office, the directors may vacate the position upon following situation:
  • Death
  • Resign
  • Unqualified or having prohibited character as stipulated by law or the regulations of the Company.
  • Resigned by resolution of the shareholders' meeting
  • Resigned by virtue of the court order


4. Meeting of the Board of Directors

  • The meetings of the Board of Directors is held on quarterly basis, with advance schedule of total meeting per annum. Meeting with special agenda may be held as neccessary.
  • At least half of the directors attending the meeting shall consitute the quorum.
  • Chairman of the Board of Directors and Chairman of the Executive Officers (CEO) or President jointly consider the agenda to the meeting where each director can propose the matter to bring as an agenda in the meeting.
  • The Company Secretary is responsible for submission of supporting document with complete information at least 7 days prior to the meeting date (except the urgent case or confidential). Additional information can be enquired from the management.
  • The Chairmanf of the Board of Directors should allocate appropriate time to enable directors to discuss important matters in each agenda.
  • The Company Secretary and Legal Department is in charge of recording and arranging the minutes of meeting to be completed within 14 days (unless any other urgent matter) from the date of meeting, keeping minustes of meeting and supporting documents, follow up to ensure the directors comply with the law, regulations and resolution of the shareholders meeting, as well as coordinating with related parties.
  • The meeting of non-executive directors is held once a year without attendance of executive directors or management to discuss matters related to business operation of the Company or any matters in concern. The minutes of the meeting is also reported to the Chairman of the Executive Officers.


5. Duty of Care, Duty of Obedience, Duty of Loyalty and Duty of Disclosure

  • To perform their duties under applicable laws, objectives, regulationsof the Company and resolutions of shareholders' meetings with duty of loyalty, duty of care), accountability, be repestive to the law and regulations of the Company, as well as full benefit of all shareholders.
  • To determine policy and business direction of the Company, control and monitor whether the management's performance is effectively and efficiently conducted in line with regulations and policies in order to maximize economic value to the shareholders and achieve the sustainable growth.
  • Disclose information to shareholders, investors and all groups of stakeholders with accuracy, standard, transparency and in timely manner.
  • To provide efficient internal control and audit system
  • To provide efficient risk management and regularly f ollow up
  • To implement good corporate governance and regularly follow up the result
  • To recruit the company Secretary to be responsible for arranging activities of the Board of Directors and to support the Board of Directors and the Company to comply with the law and related regulations.
  • To implement business ethics for directors, executives and employees as a standard of work within the organization.
  • It is duty of the independent directors to review the internal control system, management, application of resource, appointment of directors and to determine standards of business conduct with their independent discreet, as well as to oppose the action of management or other directors in regard to the conflict which impact equality of shareholders.
  • The Board of Directors may seek for professional opinion in regard to business operation, from external advisor at own cost of the Company.

Appendix



Criteria for shareholders to propose the Agenda for the Annual General Meeting

Objective :

In accordance with the recommended best practices per “The Principles of Good Corporate Governance for Listed Companies” to ensure that all shareholders owe treated equally. We, Energy Absolute Public Company Limited (“the Company” or “EA”) should facilitates minority shareholders to propose agenda to the Annual General Meeting of Shareholders (“AGM”) in advance and ensure that all shareholders are equitably treated and the select agenda is beneficial to the Company. For clarity and transparency of the procedures and methods for consideration, the Company has established the criteria and procedures for the consideration of the matters proposed as follows:
Criteria for shareholders to propose the agenda for the AGM: :

Shareholder (s) who wishes to propose the agenda must possess the following qualifications:
  • Being the shareholder (s) of the Company which can be either one shareholder or combined shareholder to propose the agenda for the AGM
  • Shareholder (s) must hold at least 5% of the total shares of the Company (not less than 186.5 million shares).
  • Must be shareholder (s) holding shares as specified above on the date which shareholder (s) proposes the agenda and on the book closure date of AGM.
  • The evidence of shares held of shareholder (s), such as copies of certificate of shares held issued by the Securities Company or any other certificate from the Stock Exchange of Thailand (SET) or Thailand Securities Depository Co., Ltd. (TSD), together with the Form must be submitted to the Company
Consideration and Procedures:

  • Shareholder (s) who possesses the qualification herein above can submit the Form “The Proposed Agenda for the Annual General Meeting of Shareholders” to the Company through email at (email address of corporate secretary) and Email address of IR [email protected]) and send original Form, duty signed, together with other supporting documents as required to the following address within 31 December of each year. Energy Absolute Public Company Limited
    The Office of the Corporate Secretary
    No. 89 AIA Capital Center, 16th Floor, Ratchadaphisek Road,Dindaeng Sub-District, Dindaeng District, Bangkok 10400, Thailand

  • The Board of Directors reserves right and may refuse to include the following proposals as the agenda of the AGM:
    • The proposals that specific in the section 89/28 of the Securities and Exchange Act (No.4) B.E. 2551amended 16
    • The proposals that are beneficially only to a specific group or person.
    • The proposals that under the operation of the Company.
    • The proposals that under the control of management of the Company unless such proposals may lead or create the problem / damage to total shareholders.
  • The proposal which has been accepted by the Board of Directors will be included in the AGM and the Board of Directors will provide opinion that such agenda has been proposed by shareholder (s).
  • The proposal that has been rejected by the Board of Directors, it shall be notified as the matter for information in the AGM providing with the reasons of such refusal.
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16 Section 89/28 of the Securities and Exchange Act (No.4) B.E. 2551 amended specific that the Board of Directors may refuse to include the proposal as the agenda of the shareholders meeting as follows:

  • (1) The proposal does not comply with rules as specified in the first paragraph (Being a shareholder or shareholders who hold total shares and have the right to vote amounting to less than 5% of the total voting right of the Company
  • (2) The proposal is relevant to the ordinary business operation and the fact given by the shareholders does not indicate any reasonable ground to suspect the irregularity of such;
  • (3) the proposal is beyond the company’s power to produce the purposed result;
  • (4) the proposal was submitted to the shareholders’ meeting for its consideration within the previous 12 months and received the supporting votes of less than 10% of the total number of the voting rights of the company, unless the fact pertaining in the resubmission has significantly changed from that of the previous shareholders’ meeting;
  • (5) Any other cases as specified in the notification of the Capital Market Supervisory Board.

Criteria for shareholders to nominate the qualified person to be elected as Director to the Annual General Meeting of Shareholders17

Objective

In accordance with recommended best practices per “The Principles of Good Corporate Governance for Listed Companies” and to ensure that all shareholders are equitably treated, Energy Absolute Public Company Limited (the “Company” or “EA”) facilitates shareholders to nominate the qualified person for election as Director to the Annual General Meeting of Shareholders (“AGM”). The Company has established the criteria and procedures for consideration the quailed candidate for the election as Director as follows:
Criteria for shareholders to nominate the qualified person to be elected as Director :

  • Being a shareholder holding at least 5% of total shares of the Company (not less than 186.5 million shares)
  • A shareholder who wishes to nominate the qualified candidate to be elected as Director must hold shares as specified above on both of the date which shareholder nominate the candidate for election as Director and on the book closure date of AGM.
  • A shareholder who wishes to nominate a Director must have the evidence of shares held, such as copies of certificate of shares held issued by Securities Company or any other certificates from the Stock Exchange of Thailand (SET) or Thailand Securities Depository Co., Ltd. (TSD).
  • The nominated candidate for election as Director must possess the qualifications as follows:
    • Qualified according to the Public Limited Companies Act, Securities and Exchange Act including other relevant laws and regulations and in accordance with the Good Corporate Governance Policy of the Company.
    • Knowledgeable, possess good background experience, capable, independent to perform director’s duties with care and loyalty, and able to attend Directors’ meetings regularly
    • Having knowledge in one or more of the following fields:
      • Manufacturing and distributing of Biodiesel products and Glycerin; or
      • Operating Power Plant and Related Business; or
      • Good Corporate Governance.
    • Not holding board position in more than 4 listed companies and not in any competing business of the Company.
  • A shareholder who possesses the qualifications as above can submit the annexed form titled “Form to nominate the qualified person to be elected as Director” (“Form”)
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17 The Board of directors Meeting No.1/2018 on 28 February 2018 resolved to revise the nomination form for selection as a director by article 6 - 8 and supporting evidence

Energy Absolute Public Company Limited.
16th Floor, AIA Capital Center Building 89 Ratchadaphisek Road, Dindaeng Bangkok 10400
Tel : 0-2248-2488-92 , 0-2002-3667-9
Fax : 0-2248-2493
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