Page 143 - Thailand Post Annual Report 2024

Part 1
Overview of the Organization
Part 2
Business Trends
Part 3
Business Model
Part 4
Strategies and Resource Allocation
Part 5
Risk
Part 6
Corporate Governance
Part 7
Operating Results
Part 8
Other Information
Governance of Subsidiaries and Associate Companies
Thailandpost Distribution Co., Ltd. (THPD)
THP sends representatives to be directors of affiliated companies to oversee the business operation of the affiliated companies to align with the parent company’s policies, as well as supervise the operations to ensure compliance with the laws, regulations, requirements and cabinet resolutions used for state enterprises in general. The sending of persons as representatives is in line with the guidelines for the appointment of state enterprise directors, which must be approved by the parent state enterprise. In addition, the appointment of executives or external persons is based on the list of directors in the Director’s pool prepared by Ministry of Finance in accordance with the Standard Qualifications of State Enterprise Directors and Employees Act.
THP sets a policy for its affiliated companies to establish sufficiently appropriate and strict internal control system to prevent potential corruption in the affiliated companies; to monitor and report the performance and financial status to the Board of Directors every month; to prepare accurate and complete related transactions and disclose information in the annual reports of the affiliated companies; to have a mechanism for auditing the work systems of the affiliated companies by allowing the internal control departments of the affiliated companies, the Audit Committee and the internal audit team of the parent company to access directly to information. It also requires a report of implementing results according to the operational supervision plans of the affiliated companies, disclosure of information and transparency to ensure that the affiliated companies comply with the good governance principles
The affiliated companies establish roles, duties and responsibilities of directors in line with the principles and guidelines for good corporate governance in state enterprises B.E.2562 (2019) of the State Enterprise Policy Office (SEPO) which are key principles to which the directors of the affiliated companies must adhere in order to ensure the establishment of a good, fair and transparent management system, including the formulation of the vision, strategic plan, operational policies, goals, annual action plans, and shared values of the organization that are in line with the mission, objectives and policies of the affiliated companies. The directors also supervise the affiliated companies to have an accounting system, financial reporting, risk management, internal control and internal audit system that are sufficient and suitable for business operations, to establish clear ethic operational guidelines, and to ensure the credible, complete and sufficient disclosure of key financial and non-financial information in a timely manner and in compliance with the relevant laws and regulations.
FUZE POST Co., Ltd.
THP has a policy to supervise its subsidiaries and associate companies. It invests in related or similar businesses or those benefiting to or supporting THP’s business operations and takes the returns of all stakeholders into consideration in order to strengthen the stability and operating results of the company.
Moreover, when there is supervision of performance of its subsidiaries and associate companies, THP Board of Directors will consider sending THP representatives who are qualified and have experience that is suitable for the business that THP invests in to serve as directors in the said subsidiaries and associate companies. Such representatives may be executive directors, managing directors, and executives of THP or any persons of THP who have no conflict of interest in connection with businesses of those subsidiaries and associate companies. This is to ensure that THP can control and supervise the affairs and operations of the subsidiaries and associate companies as they are THP’s units. THP places great importance on having a good, transparent, and verifiable management system that will help protect its interests in investments. Thus, THP requires its representatives to manage the businesses of subsidiaries and associate companies for the best interests of the company and to ensure that such subsidiaries and associate companies operate businesses in full compliance with applicable laws. Besides, the number of representatives sent by THP to serve as directors of any one of its subsidiaries or associate companies shall be in accordance with shareholding ratio of THP in such subsidiary or associate company.
THP has arranged for its subsidiaries to have a proper and adequate internal control system to prevent potential fraud. It is also important to have a clear working system to ensure that there is an adequate system for disclosing information on significant transactions according to the established criteria continuously and reliably. THP has also put in place a mechanism to inspect such working system in its subsidiaries by granting permission for a team of internal auditors and independent committees of THP to have direct access to the information and report the results of inspection of the working system to THP Board of Directors to assure that such subsidiaries operate in accordance with the established working system on a regular basis.
THP will closely monitor operating results of its subsidiaries and associate companies, ensure the disclosure the information on related transactions, and have them make their information, records and accounts available for inspection by THP. Results will be reported to THP Board of Directors for acknowledgement on a regular basis to plan work and goals for further operations.
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