The Board of Directors realizes the importance of Corporate Governance and believes that the good Corporate Governance is the crucial factor for business operation, in order to efficiently and effectively manage the business to have stability, continuous growth and fairness to all stakeholders. From such reasons, the Board of Directors stipulates the Corporate Governance Policy, having content covering the important principle as follows:
  • 1. Rights of Shareholders


      The Board of Directors of the Company gives the importance to the right of shareholders by not performing any act that violates or lessens the rights, and to facilitate the exercise of rights on various matters. It is then the guideline of operation is set in order to ensure that shareholders that they will be protected under the basic rights as follows:

      • The Company gives an opportunity to the shareholders to propose agenda and propose the name list to be appointed as directors in advance, which the company has notified the rules and supplementary documents on the web site of the Company.

      • The Company has delivered the notice calling for the meeting with information, documentation supplement to each agenda with proxy to shareholders 7 days prior to the meeting date and post all of these document on the web site of the Company. Each agenda is provided with opinions of the Board of Directors to facilitate shareholders decision. Minutes of the shareholder meeting will be prepared for shareholders inspection.

      • For shareholders who are unable to attend the meeting, proxy form is provided for appointment of proxy to attend the meeting.

      • Prior to the meeting commencement, the Board of Directors will explain to the shareholders to acknowledge the rights under the Articles of Association of the Company, the proceeding of the meeting, casting the vote, including the giving of the rights to shareholders to raise questions and express opinion equally.

  • 2. Equitable Treatment of Shareholders


      The Board of Directors of the Company gives the importance to the right of shareholders by not performing any act that violates or lessens the rights, and to facilitate the exercise of rights on various matters. It is then the guideline of operation is set in order to ensure that shareholders that they will be protected under the basic rights as follows:

      • Ascertaining that the date, time, venue of the meeting is convenient to attend.

      • Offering one-share-one-vote.

      • Facilitate proxy voting : clearly specifying the documents required to give proxy and by sending out the Notice to the extent possible under the regulations to the Companys shareholders. For shareholders who are unable to attend in each meeting, the Company has designated the Independent Director to attend and to vote on their behalf in each meeting. Full details for this purpose are provided in the Notice of shareholders meetings. Moreover, the Notice, including Proxy (Form B.), was disclosed on the Companys website to facilitate its download by shareholders.

      • Registration period is commenced at least 1 hour in advance to keep adequate time for completion of registration.

      • Providing ballot papers for each agenda item.

      • Arranging barcode system for registration and vote counting for shareholders convenience and accuracy of the vote-count.

      • Providing an opportunity for shareholders to elect Director by voting on the given ballot papers for each of the Directors separately.

      • Not adding any new agenda item without notice to shareholders in advance.

      • Directors disclosing their interests and those of their related parties to the Board.

      • Directors reporting their ownership of Companys shares to the Board regularly.

      • Directors and Executives disclose and report their conflict of interests, including dealings with their relatives, if any, to the Company for the Companys use in complying with the regulation about connected transactions. Such report on interest is also useful in monitoring their adherence to their duties, by the following practices;

        • A new director/executive submits the Form Report on Conflict of Interest Transaction within 30 days after appointment.

        • Thereafter when there is a change, director/executive submits the updated Form Report on Conflict of Interest Transaction immediately or no later than 7 working days from the transaction date.

        • The Company Secretary submits a copy of report on interest to the Chairman of the Boardof Directors and the Chairman of Audit & Corporate Governance Committee within sevenworking days from the date on which the Company has received such a report.

      • The Board of Directors has established a guideline to prohibit a director/executive, who has a conflict of interest on the issue, to participate in the decision-making process. Normally a director/executive, who has a conflict of interest on an issue, will leave from the meeting and join back once the issue has been discussed and a decision is made.

      • Providing detailed explanation of related-party transactions characterizing names, relationship, policy, and value of each transaction as explained under the Connected Transactions section of this Annual Report. No non-compliance cases involving related-party transactions have been detected.

      • Following an appropriate policy and laying down procedures for monitoring the use of insider information as explained under the Insider Trading Controls section of this Annual Report. No cases of insider trading involving the Directors and/or the Management have been detected.

  • 3. Roles of Stakeholders


      The Company put a high value on every group of persons who has a stake in the Company both internally (companys board and staff) and externally (competitor, creditor).

      Management : The Company recognizes that Management is one of the key success factors for the Companys operations and accordingly, Management remuneration is appropriately structured and comparable with the Industry norms and other equivalent listed companies in Thailand. The Management is also allowed to work independently without interference as defined in their duties and responsibilities, which are approved by the Board of Directors.

      Employees : The Company recognizes that employees are one more key success factor for the Companys operations. The Company provides equal opportunities in employment, job security, and career advancement, as well as adhering to other good principles related to employees and employment. The Company also ensures that employees are adequately knowledgeable and skillful to perform their jobs for the Companys business, and understand relevant code of conduct and practice and are encouraged to gain knowledge and ability and keep them updated following Industry trends as well as a focus on the safety and occupational health of all employees. The Company provides remuneration to employees as salary, bonus, and other benefits, like Provident Fund on a voluntary basis, although the same is not required by law. Remuneration is based on their performance, roles and duties and incentives/increments/bonuses are also based on financial status/performance and future plans of the Company. As a long-term incentive, the Company does not have an ESOP plan in place since the Company feels that to a large extent, the share price of the Company depends on a number of factors beyond the employees direct the Companys share price may not adequately reflect the better performance of the employees. Therefore, the Company has implemented a profit sharing scheme, which ensures that the employees are paid bonus annually based on the performance of the Company against specified quantitative targets, which are laid down annually in advance.

      The Company provides in-house and external training. The costs of such training are borne by the Company. Moreover, the Company allows special leave and flexible working hours for employees who are undergoing longer term professional or degree courses. Moreover, the Company supports good relationship between all employees including the Management.

      Creditors : The Company recognizes Financial Creditors as one more important success factor who provide funds which are particularly required for the Companys highly capital intensive business. The Company complies with all terms in borrowings including compliance with the objectives of using the borrowed funds, repayment, collateral and other conditions as may be agreed

      Suppliers : The Company recognizes the importance of satisfied Suppliers and the Company always ensures that terms and conditions for suppliers are based on industry norms and practices and thereafter, agreed terms and conditions are strictly followed by the Company.

      Customers : The Company recognizes that the Customers are the key success factors for the Companys operations. The Company always protects customers interests, is attentive and ultimately responsible for the needs of the customers with regard to service, and in setting and maintaining steady standards of service. The customers confidential information is used exclusively for concerned business, without revealing it unless required by laws, regulations, or with consent from the information owners, including issues related to marketing, market power exercises, price setting, and details of services, quality and safety.

      Competitors : The Company acts within the rules of fair trade, not destroying trade competitors reputations with false allegations against their companies without truth, nor does the Company access competitors confidential information or use dishonest or inappropriate means for any purpose.

      Social Responsibility to the Community : The Company recognizes its responsibility to the Community and is involved in supporting community activities and being attentive to the consequences of the Companys conduct that affect the people more than what the laws require, including making efforts to absorb social accountability.

      Regulators : The Company recognizes that Government is a regulator who is in control of the Companys operations in respect of the fairness and transparency of trading. The Company recognizes the significance of compliance with related laws and regulations and has included its review of compliance as one of the duties of the Internal Audit Department.

      Environment : The Company recognizes that the Tanning and Re-tanning operations if conducted irresponsibly may affect the environment, particularly in terms of air and/or water pollution. For the Environmental Protection Policy, the Company is committed to the protection and conservation of the environment and ranks environmental considerations equally with commercial and operational factors in managing its operations and implements this policy.

      Respect for International Human Rights Principles : The Company requires that all of its directors, the management and staff strictly respect International human rights principles as part of the operations and the Company does not tolerate any violations thereof.

      Ethics for Intellectual Property Rights: The Company requires that all of its directors, the management and staff respect the intellectual property rights of others with care and caution.

      Policy on preventing corruption and offering a bribe: The Company has guidelines for preventing corruption and offering a bribe as follows:

      • Giving and receiving benefits that could improperly influence decision making should be conducted correctly, honestly and in ways that are certain not to cause condemnation or loss of reputation. Gifts received by Directors are generally retained within the Company or distributed within office staff.

      • Procurement is to be conducted according to the Companys guidelines and should be fair to all involved. The procurements decisions are to be made on the basis of reasonable prices, quality, and service, and should stand scrutiny if an investigation occurs.

      • Transaction with government must not be such as to persuade the government or government officials to do anything wrong or inappropriate. Mutual acknowledgement and building relations, within the proper bounds and normal practices, such as offering congratulatory messages and flowers on public occasions is acceptable.

  • 4. Disclosure and Transparency


      The Board of Directors stressed the importance of disclosing correct, complete, clear, accessible and on-time information to investors in terms of financial reports, performance reports and other related information. The Company realizes that all information plays a key role for investors decisions to invest.

      The company provides the Investor Relation to communicate with the investors and analysts including organized activities such as Company visit, meeting with management for information exchanges and various activities that encourage relationship between the Company and the investors details are as follows:

      Miss Wanvisa Thumrongsakunvong General Manager.
      Telephone No. : 0-2323-2754-5
      Email : wanvisa.chip@interhides.com
  • 5. Board Responsibilities


      The Company separates positions clearly according to the scope of duties and responsibilities set by the Companys Board and MD. The Board Chairman is an independent director and not the same person as MD. Furthermore, the Company appoints 3 independent directors as audit committee to monitor the Companys operation as a counter-balance.

      The Company set a policy to have a meeting of Board of Directors every 3 months. However, additional meeting may be called if needed by giving notice with agenda 7 days in advance so that the directors have enough time to study the details before the meeting.

      The Company sets up 3 sub-committees which are Auditing Committee, Remuneration Committee and Nomination Committee to help the Companys supervision according to information in the Structure of Board of the Company, the Auditing Committee having a meeting by every 3 months. If there is an emergency case, an urgent meeting will be conducted.

      The Board of Directors is responsible for important business operation and supervision, budget, financial information to publics in form of annual report with carefulness and disclosing sufficient information such as stock structure, risk factors, and relevant items to shareholder.

      The Board of Directors has provided and maintained an efficient internal control system to ensure that accounting records are accurate, complete and adequate to protect its assets and uncover weaknesses in order to prevent fraud or materially irregular operations. .

      Furthermore, the Board of Directors has appointed an Audit Committee, which consists of independent directors responsible for the quality of financial statements, internal control system.

      Business Ethics
      The Company has set up a code of ethics for Directors, management and employees as a guideline to carry out their respective work for the Company in a transparent, honest, faithful and justifiable manner.

      Directors and Management Training
      The Board of Directors continues to try and enhance their value by participation in activities, courses and events which add to their knowledge base in the continually changing business environment to ensure that they are updated and possess full knowledge. All the Companys Directors have attended important training courses that are available such as the Director Certification Program (DCP) or the Director Accreditation Program (DAP) held by the Thai Institute of Directors Association (IOD).

      Directors Orientation
      If someone is newly appointed on the Board of Directors by the shareholders, the Company Secretary will inform and provide relevant documents for new Directors such as Directors handbook, the Companys corporate documents, CG Policy Manual, Business Ethics and Code of Conduct Manual, laws, regulations and practices which are related to the trading of Companys shares.