Corporate Governance Development

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Information security improvements and cyberattacks prevention

  • The Company provides the measures to prevent and detect cyberattacks by creating a whistleblower channel as well as other communication channels via online and offline, in order to detect the cyberattacks and be able to prevent the crime in time.
  • The Company creates a corporate culture of cyberattack risk awareness for the employees and customers. The protective measures for phishing scam have been implemented by investigating and sending out notifications through all communication channels to the related internal and external stakeholders.

Establishment of a supervising agency under the laws and regulations

The company has appointed the risk management, and legal department to manage the risks. This includes close legal risk management. In addition, in 2019, the Board of Directors has approved the establishment of a “Compliance Department” which is responsible for supervising and monitoring the Company’s operations to comply with the framework of relevant rules, regulations, and laws. The Risk Management and Legal Department, Supervisory Department, and Internal Audit Department must work with independence and report to management, Risk Management Committee, and Audit Committee regularly.

In 2020, the situation of the Covid-19 pandemic affected the Thai economy, businesses, and the general public, including debtors of financial institutes and non-institutional business operators. The Bank of Thailand and the government sector have issued measures to financial institutes and non-institutional business operators to assist debtors to urgently alleviate the effects of lack of liquidity through debt suspension and debt restructuring which the company also though roughly comply with. The relevant guidelines are temporarily established to support the implementation of these measures, for instance, the classification of debtors, and provision of reserve funds. Bank of Thailand has discussed with the Federation of Accounting Professions Under the royal patronage to assess the impact of business operation in granting credits from implementing measures to assist debtors while still complying with the Financial Reporting Standard No. 9 on Financial Instruments (TFRS 9). As a consequent, the Bank of Thailand agreed to issue a soft loan for businesses that assisted debtors who are affected by the economic situation.

Good Corporate Governance

Roles, duties and responsibilities Improvement of the Corporate Governance Committee to cover sustainable development

In the year 2019, the Board of Directors has approved an amendment to the charter of the Corporate Governance Committee to assign the role, duties and responsibilities of the Corporate Governance Committee which covers sustainable development for the benefit of creating sustainable value for the Company, and following the good corporate governance policy.

In 2020, the Corporate Governance Committee and the management team assessed and reviewed the Company’s sustainable development goals which is in line with the UN’s Sustainable Development Goals (SDGs) goals. They analyzed and prioritized key issues in order to find appropriate solutions or operational strategies in response to the Company’s sustainability goals appropriately.

Review of the Good Corporate Governance Handbook and business ethics

Corporate Governance Committee reviewed business ethics, corporate governance policy and sustainable development policy to be complete and present as a guideline for executives and employees in adherence by implementing the No-gift Policy in accordance with the Anti-Corruption Policy.

Tax management policy

Board of Directors has approved tax management policies which represent the transparent and tight principles and measures for tax management.

Dividend payment policy

In 2019, the Corporate Governance Committee and the Board of Directors has considered and revised the mission, vision, core values including annual corporate governance policy and manual of the Company, it came to the resolution at the Board of Directors Meeting 2/1983, held on April 18, 2019, at the Arun Amarin 1 meeting room, Royal City Hotel to change the dividend policy in line with the operating situation and the current business management strategy from “The Company has a policy to pay dividends at a rate of not less than 50 per cent of the net profit from the separate financial statements of the company and subsidiaries, after corporate income tax deduction and legal reserve allocation, each year.” to “The Company has the policy to pay dividends at a rate of not less than 50 per cent of the net profit from the separate financial statements of the company and subsidiaries, after corporate income tax deduction and legal reserve allocation, each year. However, the dividend payment may change depending on the business expansion plan, liquidity, necessity and other suitability in the future.” This said dividend payment policy has been disclosed on the Company’s website. However, the said change is to ensure transparency and fairness for the stakeholders of the Company especially to small shareholders and financial institutions that invest in ordinary shares of the Company.

Historical Dividend Payouts

Dividend Payout
Approval Date
XD Dividend Payout Date Dividend Type Dividend Payout Per Share (THB) Fiscal Year
30/4/2021 30/4/2021 17/5/2021 Cash 0.37 01/01/20-31/12/20
22/4/2020 22/4/2020 07/5/2020 Cash 0.30 01/01/19-31/12/19
26/2/2019 26/2/2019 15/5/2019 Cash 0.26 01/01/18-31/12/18
20/2/2018 20/2/2018 14/5/2018 Cash 0.18 01/01/17-31/12/17
20/2/2017 20/2/2017 15/5/2017 Cash 0.10 01/01/16-31/12/16
18/2/2016 18/2/2016 13/5/2016 Cash 0.20 01/01/15-31/12/15
19/2/2015 19/2/2015 11/5/2015 Cash 0.13 01/01/14-31/12/14

Data Privacy Policy

The Personal Data Protection Committee has reported on the operational performance of data protection and information security to the management, Risk Management Committee, and the Board of Directors that in 2020 the Company has not received any complaint about the security of personal information. However, there is a whistleblowing of phishing scam for 23 cases which does not cause any damage or affect the Company’s performance in any way. The Company has followed the risk prevention procedure by notifying the stakeholders on the Company’s website and report it to the Technology Crime Suppression Division (TCSD). In addition, the Company has arranged for the external auditors to audit the information system once a year and report to the audit committee and the management.

Shareholder’s Annual General Meeting Assessment

In 2020, due to the Covid-19 epidemic, the Board of Directors passed a resolution to pay an interim dividend on 7th May, 2020, in lieu of the resolution of annual dividend payment. The resolution was adopted from the Annual General Meeting of Shareholders which was delayed due to the unusual situation in order to mitigate the impact on the Company’s shareholders. However, when the crisis from the virus epidemic in the country began to resolve, the Board of Directors had the resolution to hold the 2020 Annual General Meeting of Shareholders on 17th August, 2020, at 10:00 am at the Pinklao Meeting Room 2 (9th Floor), Royal City Hotel, No. 800 Borommaratchachonnani Road, Bangkoknoi, Bang Phlat, Bangkok, in accordance with the Company’s regulations and related laws including the compliance with the principles of AGM Checklist and the standards of good corporate governance agreeing with the approaches of the Securities and Exchange Commission to ensure that the Company conduct a proper and complete Annual General Meeting in which leading to transparency, which is a part of good corporate governance. As of 2020, the Company received TIA 4 level as a score for assessment, considered a highest ranking.

Appointment of the quality evaluation consultants for the Company’s internal audit

In 2019, the Board of Directors has approved of the external consultants from Dharmniti Public Company Limited; a leading professional organization in law, accounting, taxation, auditing, including internal audit, to assess the quality of internal audit. However, as of 31st December, 2020, the Company is still in the second phase of the quality assessment program of the work internal audit in the first phase. The work plan for the second phase assessment will start by 2020 and the results will be reported in the 2021 Sustainability Report.

Report of Whistleblower for the year 2019

The Company has set and disclosed a policy for accepting complaints (Whistleblower Policy) on the company’s website to comply with the anti-corruption policy of the Private Sector Collective Action Coalition Against Corruption guidelines. The guidelines are set for receiving complaints including protecting the complainants as well. The Company has communicated and disclosed the channels for complaints as follows:

Link : https://www.muangthaicap.com/th/contact.php
Whistleblower Channels and Contacts

Any whistleblowing or complaints may be sent directly to the following channels;
To : Chairman of Audit Committee
Address : Muangthai Capital Public Company Limited
32/1 Jaransanitwong Road, Bangor, Bangplad, Bangkok 10700
Telephone : 02 4838888
Email : whistleblower@muangthaicap.com

In the year 2020, the Company found that 25 cases of whistleblowing were made through the whistleblowing channels and via the Company’s social media.

Report of Whistleblowing Total 25 Cases Process
Fraudulent/Corruption 1 Inspected and found that it was not a real fraud case.
Conflict of Interest - -
Human Right - -
Insider Trading - -
IT Security and Personal Data Privacy 23 Inspected and warned of Phishing Scam on the Company’s website and notified Technology Crime Suppression Division
Inaccuracy of Financial Reporting, Defective Internal Control and False Financial Statements - -
Other misconducts ex. Code of Conduct Violation, Wrongful Liability of Officers 1 Managing according to the Company’s regulations