The Board of Directors of D.T.C. Enterprise Public Company Limited adheres to the laws, objectives, regulations, and shareholder resolutions of the company. The Board also upholds and complies with the Principles of Good Corporate Governance of Listed Companies, as outlined by the Stock Exchange of Thailand, and the Corporate Governance Code for Listed Companies 2017, as guided by the Securities and Exchange Commission of Thailand. These principles serve as a framework for the company’s operations, promoting efficiency and transparency for investors, which in turn fosters confidence in the company’s business operations. D.T.C. Enterprise maintains eight key principles of good corporate governance:
Principle 1: Realize the Roles and Responsibilities of the Board of Directors as Leaders of the Organization Who Create Sustainable Value for the Business
D.T.C. Enterprise has clearly defined the roles, duties, and responsibilities of the Board of Directors in its charter. The Board understands and acknowledges its roles, responsibilities, and principles of good corporate governance as leaders who oversee the organization. The primary responsibility of the Board is to establish the company’s objectives, goals, and key business policies and strategies, while considering the best interests of all stakeholders. This includes supervising the company’s operations to ensure competitiveness and adaptability to changes from various factors for long-term sustainable business growth, while considering ethical practices towards society as a whole, including environmental considerations. The Board also monitors, evaluates, and oversees the company’s performance reporting to ensure it aligns with the expected targets, and ensures that there are adequate internal controls in place.
In addition, the Board of Directors has established various policies, such as the Social Responsibility Policy, the Anti-Corruption Policy, and the Code of Business Ethics, to conduct business with ethics that benefit society, respect the rights and responsibilities of shareholders and stakeholders, and develop or reduce the impact on the environment. The Board communicates these policies to executives and employees to ensure they are aware, understand, and implement them. The Board also has a duty to review and amend policies to keep them in line with changing circumstances, so that the company can adapt to changes in a timely manner. Furthermore, the Board has clearly defined the duties and scope of responsibility of sub-committees and the Chief Executive Officer and President (CEO), and oversees directors and executives to perform their duties as assigned with accountability and responsibility, duty of care, and duty of loyalty, while overseeing the company’s operations to comply with relevant laws, regulations, Board resolutions, shareholder resolutions, and company policies, including the supervision of subsidiaries and affiliated companies.
Principle 2: Define the main objectives and goals of the business that are aligned with sustainable growth.
The Board of Directors recognizes the importance of setting and overseeing the achievement of the company’s objectives for sustainable growth. These objectives must align with creating value for the business, customers, and society as a whole. This is communicated to all employees to foster a sense of unity in achieving the company’s main objectives. The Board also emphasizes professional management by a qualified team and experienced executives with expertise in the distribution and service of comprehensive vehicle tracking devices (GPS Tracking), research and development of transportation software, and the design and development of IoT solutions. The company prioritizes transparency in its operations and continuously introduces new ideas to develop its organization, products, and services.
Furthermore, the Board of Directors ensures that the company’s medium-term and long-term objectives and strategies are consistent with achieving the company’s main objectives. This involves the appropriate and safe use of innovation and technology, along with regular monitoring and evaluation of performance. The Board also recognizes the risks of setting goals that may lead to unethical conduct and ensures that objectives are communicated throughout the company through strategies and work plans.
Principle 3: Establish an effective board of directors.
The Board of Directors prioritizes the interests of all stakeholders, including shareholders, investors, and the organization itself. It focuses on recruiting and appointing directors and sub-committee members with experience and capabilities that contribute to the company’s long-term strength. The Board has delegated the task of recruitment and compensation determination to the Nomination and Remuneration Committee, which sets the criteria for selecting suitable individuals for various committees. This emphasizes diversity in skills, experience, and beneficial capabilities, along with transparent recruitment processes and appropriate compensation aligned with the company’s long-term strategies and objectives. The committee also considers the experience, duties, scope of roles, and responsibilities of directors to build confidence among shareholders and external parties.
Currently, the company has 12 directors, including 6 independent directors to ensure balance in decision-making. All independent directors meet the qualifications set by the Capital Market Supervisory Board, the Stock Exchange of Thailand regulations, and other relevant laws. All directors are aware of their responsibilities and allocate sufficient time to fulfill their roles. They also report their performance, attend meetings as scheduled, and undergo annual performance evaluations based on the criteria outlined in the charter. The Board will use the evaluation results to improve their performance.
In addition, the Board has appointed sub-committees and working groups to support its operations and the company’s business. These include the Executive Committee, Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Social Responsibility Committee, and Risk Management Committee. Each sub-committee and working group has a clearly defined charter outlining their authority, duties, and responsibilities, which is regularly reviewed.
Principle 4: Recruit and develop high-level executives and personnel management
The Company’s Board of Directors will ensure that the Company recruits directors and high-level executives who are suitable and sufficient for operations, comply with business plans, and have a succession plan in place as specified in the Company’s charter and code of conduct to drive the organization towards its goals. The Board of Directors also oversees the establishment of an appropriate compensation structure and performance evaluation, in conjunction with the Nomination and Remuneration Committee, which will consider the criteria for appropriate compensation compared to other companies in the same industry to ensure fairness. In addition, the Board of Directors continuously monitors and develops personnel by providing knowledge training, skills, and promoting teamwork to enhance the capabilities and experience of the Company’s employees. The Board of Directors also emphasizes understanding the structure and relationships of shareholders that may affect the management of the business and the power to control the management of the Company so as not to be an obstacle to the performance of the Board of Directors and will ensure that information that may affect the control of the business is appropriately disclosed.
Principle 5: Promote innovation and conduct business responsibly
The Company’s Board of Directors oversees the management to conduct business with responsibility towards society and the environment and in accordance with the operational plan to ensure that all parts of the organization operate in line with the objectives, main goals, and strategies of the business.
In addition, the Board of Directors emphasizes and supports the creation of innovations that add value to the Company along with creating benefits for customers or stakeholders with responsibility towards society and the environment, which will promote actions to increase the value of the Company in accordance with the changing environmental factors that may cover the determination of business models, ways of thinking about designing and developing products and services, analysis, improvement of production processes and work processes, including cooperation with each partner.
Furthermore, the Board of Directors also controls the treatment of employees involved in the business by adhering to business ethics, which the Company attaches importance to compliance with labor laws and social welfare and is committed to encouraging all employees to be aware of their duties and responsibilities, have confidence in the organization. In addition, the Board of Directors and the Company also encourage employees to attend training in relevant and useful topics for work. The consideration of employee compensation will be assessed from the work performance fairly and in line with the Company’s operating results and also promotes and develops personnel to have knowledge and ability continuously and takes into account the rights of employees importantly by allowing employees to complain in case employees are not treated fairly through various channels such as through the Human Resources Department that receives the matter, etc.
Moreover, the Board of Directors oversees the Company to conduct business ethically, with responsibility towards society and the environment, does not violate the rights of stakeholders to provide guidance to all parts of the organization to achieve the objectives and main goals with sustainability. In the preparation of policies or practices, the Board of Directors will cover the responsibility to customers, partners, communities, especially communities around the Company, competitors which the Company will operate business openly, transparently and not create unfair competitive advantage, including anti-corruption.
Principle 6: Ensure that there is an effective risk management and internal control system.
The Board of Directors oversees the Company to have a risk management and internal control system that will effectively achieve its objectives and operate in accordance with relevant laws and standards. The Board has also appointed an Audit Committee, which consists of independent directors who are not prohibited by relevant laws, to perform their duties efficiently and independently. The Audit Committee performs various duties assigned by the Board of Directors, including reviewing financial reports, internal control systems, compliance with laws, selecting auditors, disclosing Company information, and preparing reports from the Audit Committee. This is to ensure that the Board of Directors can effectively oversee the risk management and internal control system. The Board has established relevant policies to help manage oversight, such as the Code of Business Ethics and Conduct, Risk Management Policy, Related Party Transaction Policy, Policy on the Use of Internal Information, Anti-Corruption Policy, Whistleblower or Complaint Policy, and Social Responsibility Policy.
In addition, the Board of Directors has established a clear Anti-Corruption Policy that is communicated to all levels of personnel for effective implementation. The Board also provides projects or guidelines to combat corruption, including supporting activities that promote and instill compliance with relevant laws and regulations. The Company has established a process for handling complaints and reporting of corruption, as well as clear guidelines in the Anti-Corruption Policy. It provides various communication channels to allow employees and stakeholders to easily and appropriately report concerns or complaints to the Company. The Company has measures to protect whistleblowers, complainants, witnesses, and individuals who provide information in investigations to ensure they do not suffer any harm or injustice as a result of reporting concerns, complaints, testifying, or providing information to the Company.
Principle 7: Maintain financial integrity and information disclosure.
The Board of Directors is responsible for ensuring that the financial reporting and disclosure system is accurate, adequate, timely, and in accordance with relevant rules, standards, and practices. The Board ensures that there are qualified personnel suitable for preparing financial reports and disclosing Company information, and monitors the adequacy of cash flow and debt repayment capabilities, as well as corrective action plans in case of financial problems, while considering the rights of stakeholders.
The Board of Directors has also assigned an Investor Relations officer to communicate and disseminate information that is beneficial to shareholders, investors, analysts, and stakeholders appropriately, equally, and timely, while overseeing the dissemination of Company information as required by the Securities and Exchange Commission, the Stock Exchange of Thailand, and relevant agencies in the annual registration statement and annual report, and/or the Company’s website, as well as important information that affects the Company’s stock price, which affects the decision-making process of investors and stakeholders accurately, without misrepresentation, and sufficient for investors to make informed decisions.
Principle 8: Support shareholder engagement and communication.
The Company’s Board of Directors and the Company prioritize shareholders, ensuring confidence that all shareholders are treated equally and that they can fully exercise their fundamental rights as shareholders. This includes the right to buy, sell, or transfer shares, the right to participate in the Company’s profits, the right to receive adequate information through the Company’s website, the Stock Exchange of Thailand’s website, or other channels, and the right to attend meetings to vote independently on the election or removal of directors, the consideration of directors’ compensation, the appointment of auditors, dividend payments, capital increases and new share issuances, as well as the right to ask questions to the Board of Directors regarding the Board’s reports and any other matters submitted to the meeting for consideration and approval. This includes the right to propose meeting agendas in advance and nominate individuals for election as directors, and to participate in making decisions on important matters of the Company. The Company stipulates that all shareholders have voting rights according to the number of shares they hold, with each share having one vote.
In addition, the Board of Directors recognizes and values the rights of shareholders and stakeholders, including the prevention of insider trading, the prevention of conflicts of interest, and refrains from any actions that violate or infringe on the rights of shareholders. The Company ensures that shareholders participate in making decisions on important matters of the Company and ensures that the operations on the day of the shareholders’ meeting are conducted smoothly, transparently, efficiently, and facilitate shareholders to exercise their rights. The Company has disclosed the resolutions of the shareholders’ meeting and prepared minutes of the shareholders’ meeting accurately and completely.