SCG is a leading company group that has been in business for over 100 years. Founded in 1913 under a Royal Decree of His Majesty King Vajiravudh (King Rama VI) of Chakri Dynasty as one of Thailand’s first companies, SCG has continued its operation to this day, in the reign of His Majesty King Maha Vajiralongkorn Bodindradebayavarangkun (King Rama X) of Chakri Dynasty (hold approximately 33.6%), as a well-recognized model of good corporate governance for many other organizations.
SCG has committed to its long-standing business philosophy and believes that organizational management with responsibility, fairness, and transparency according to the principles of corporate governance constitutes the foundation of the creation of long-term viability and value, promotes competitiveness and growth, and fosters confidence among all stakeholders, with ‘Tone at the Top’ roles of the Board of Directors and Executives.
SCG firmly upholds and complies with the principles of corporate governance both locally and internationally. The Board of Directors has approved to compile ethical and socially responsible policies, guidelines and practices for SCG Corporate Governance Principle, to serve as a framework for the Board of Directors, the Executives and employees in conducting ethical business, organizational management and business development towards becoming a corporate governance role model according to SCG vision. SCG Corporate Governance Principle has been firstly published in 2003 and recently updated in 2021 and published on the SCG website (www.scg.com).
Within a complex, volatile, and ever-changing business context, SCG’s governance structure has been designed to promote operations according to the principles of corporate governance and decision making on the basis of effective and sufficient information. This is to ensure that all directors and executives fulfill their duties with responsibility, prudence, and integrity in compliance with laws, regulations, and shareholders’ resolutions as well as any other prescribed policies and guidelines to advance the best interests of the organization, shareholders, and relevant stakeholders.
Board Structure & Composition
The Board of Directors comprises respected, knowledgeable and competent persons who are responsible for drawing up corporate purposes and objectives and collaborating with the top executives in developing both short-term and long-term business strategies and policies, financial policy, risk management policy, and organizational overview, including annually reviewing the Company’s important policies and plans. The Board plays a crucial role in allocating important resources to meet business objectives as well as independently overseeing, monitoring and assessing the performance of the Company and top executives.
In compliance with international corporate governance standards, the Company embrace the importance of diversity of the Board structure to consist of a diverse range of skills, experiences, business knowledge and industry experience relevant to SCG, and expertise beneficial to the Company. SCG pledges to uphold respect for diversity and inclusion, as stipulated in the Diversity and Inclusion Policy, to be the diversity factors in the Board of Directors nomination process without any discrimination on the grounds of gender, age, ethnicity, nationality, religion, country of origin, cultural background and tradition in order to enhance its ability to nominate individuals with qualifications for directorship in line with the Company’s businesses.
Remark: Board Structure & Composition as of March 30, 2022
The Board of Directors has set up the Sub-Committees, namely the Audit Committee, the Governance and Nomination Committee, the Remuneration Committee, and the CSR Committee for Sustainable Development to be responsible for their specific areas and report directly to the Board for its consideration or acknowledgement. In this regard, the Company put in place its Charter of the Board of Directors and Charter of the Sub-Committees specifying rights and duties.
The Audit Committee
3 Independent Directors
oversees risk management, performance of duties, and internal control to ensure that operations have been carried out in accordance with the Company’s policies, Articles of Association as well as the laws and regulations of compliance-related agencies. The Committee is committed to promoting the advancement of SCG’s financial and accounting report system to meet international standards and to ensure that the Company has an appropriate, effective and efficient internal control system, internal audit system and risk management system
The Governance and Nomination Committee
4 Independent Directors
oversees the proposal, revision and supervision of the Company’s corporate governance matters which include nominating persons qualified to become directors to replace those who are retired by rotation, or as the case may be, reviewing of the performance evaluation system of the Board of Directors and monitoring and studying changes and trends in the remuneration of the Board of Directors.
The Remuneration Committee
3 Independent Directors
1 Non-executive Director
oversees SCG Management Remuneration Policy, the performance assessment of the President & CEO and SCG top executives, the recommendation of a succession plan for the Company’s President & CEO and the top executives for consideration of the Board of Directors as well as monitoring and studying changes and trends in the remuneration of SCG top executives to suggest remuneration policies that can motivate these executives in performing the duties and retain competent and ethical employees.
The CSR for Sustainable Development Committee
3 Executives and/or Advisor
oversees the determination of policies and guidelines on CSR activities for sustainable development in alignment with environmental, social and governance (ESG) with target linked to Sustainable Development Goals (SDGs) by placing importance on collaborative actions with relevant stakeholders. The Committee is also responsible for proposing the setting of annual CSR budget as well as monitoring the Committee’s performance and reporting to the Board of Directors.
Remunerations for the Board of Directors and the Top Executives
The Governance and Nomination Committee is assigned by the Board of Directors to consider proposing the remuneration methods and processes for members of the Board, the sub-committees as well as continually keep up with the changes and possibilities in regard to the remuneration for the Board and the top executives to propose for the Board’s consideration. Moreover, the Board of Directors assigned the Remuneration Committee to recommend the policy on SCG management remuneration including salary and annual bonus
Policy on Remuneration of the President/CEO and Top Executives
To ensure fairness in compensation management as well as the accuracy with free of prejudice and reasonably consistent across the different business units, the Board and the Remuneration Committee assess the performance of the President/CEO and top executives based on the Company’s operating results, implementation of the Board’s policies, and the overall socio-economic circumstances. The Remuneration Committee will then consider the appropriate remuneration for the President/CEO and top executives of SCG and propose such amount to the Board for approval.
In March 2022, the Board of Directors, by the recommendation of the Remuneration Committee, has approved the revision of evaluation criteria and predefined metrics and weightings for the short-term and long-term performance assessment of the President/CEO and top executives to be in alignment with SCG’s strategy and goals. The performance is assessed based on:
Remuneration of President & CEO, and the Top Executives
The Board and the Remuneration Committee assess the performance of the President & CEO based on the Company’s operating results, implementation of the Board’s policies, and the overall socio-economic circumstances. The Remuneration Committee will then consider the appropriate remuneration for the President & CEO and top executives of SCG and propose such amount to the Board for approval.
Management Ownership of SCG Executives
- The Siam Cement Public Company Limited has a registered capital of 1,600,000,000 Baht and paid-up capital of 1,200,000,000 Baht. (1,200,000,000 shares).
- In reference to the Notification of Capital Market Supervisory Board No. Tor Chor 72/2564, “Executives” shall mean the manager or the next four executives succeeding the manager, the persons holding equivalent position to the fourth executive and shall include the persons holding the position of manager or equivalent in accounting or finance departments.
- SCG executives according to the Notification of Capital Market Supervisory Board comprise the above-mentioned 16 members.
- According to relevant laws and criteria, ordinary shares of a company held by the directors and executives include those held by spouses, de facto partners, and minors.
- No. 15 and No. 16 are the company’s chief officers in accounting and finance
SCG Corporate Governance Principle
SCG Code of Conduct
Diversity and Inclusion Policy
CEO and Executive Compensation Management
Board Composition and Independence
SCG Board Industry Experience and Expertise
Summary of Enterprise Risk Management Experience of SCG Non-Executive Directors