CG Principle
IFS Capital (Thailand) PCL is aware of the importance of operating the business with transparency and fairness all along. The Company is determined to maintain the standard of Good Governance and Code of Conduct with responsibility, fairness and sufficient information disclosure.
The Board of Directors recognizes the basic rights of all shareholders (natural persons, juristic persons or institutional investors) and encourages each shareholder to exercise their rights such as i) the right to receive a share certificate and to purchase or repurchase by the Company’s sale or transfer of shares, ii) the right to share in the profit/dividend of the Company, iii) the right to consider and approve the remuneration for directors every year, iv) the right to participate and vote in the shareholders’ meeting to elect or remove members of the Board, v) the right to appoint the company’s auditor and determine auditor’s compensation, and vi) other rights to make decisions on any transactions that create major effect to the Company, such as dividend payment, amendments to the Company’s Articles of Association or the Company’s by laws, capital increases or decreases, and the approval of extraordinary transactions etc.
Before the Annual General Meeting
The Company distributes the invitation letters to the Annual General Meeting and other supporting documents, including the three proxy forms: Form (A) general and simple, Form (B) containing specific details, and Form (C) for foreign shareholders who have custodians in Thailand. We also distribute the document needed including details in a clear, correct, and sufficient manner at least 21 days prior the meeting date. Additionally, the Company also publishes information pertaining on this matter on the website 30 days prior to the meeting date and publishes the invitation letter to the Annual General Meeting in the newspapers for three consecutive days before the meeting takes place at least three days.
On the date of the Annual General Meeting
The 2021 Annual General Meeting of Shareholders was held via electronic media (e-AGM) on 20th April 2021 by broadcasting live at the meeting room of IFS Capital (Thailand) PCL, 1168/55, 20th Floor, Lumpini Tower, Rama 4 Road, Tungmahamek, Sathorn, Bngkok. The Company had strictly followed the announcement of the Bangkok Metropolitan Administration and the Department of Disease Control, Ministry of Public Health i.e. allowing only 50 participants in the broadcasting live place, social distancing, providing alcohol gel etc. On the date of the meeting, the online registration was open for shareholders until the meeting ended.
Before commencing the meeting, the Chairman of the Meeting introduces the Board of Directors, Management Teams, auditors, and legal advisors to the Meeting and then the Secretary to the Meeting explains all rules and regulations applicable to the Meeting, including the counting methods for voting in each agenda. The Chairman allows attendees to give opinions or suggestions, and ask queries in each agenda. After that, the Chairman and the management team answers/explains on those matters, then, the Chairman proceeds the voting of each agenda in consecutive order by providing scrutineers/inspectors to count and or validate the votes without adding new agenda that has not been notified to the shareholders in advance, except the Meeting resolves that the order of the meeting agenda should be changed with the votes of at least 2/3 of the total shareholders who attended the meeting.
The 2021 Annual General Meeting of Shareholders went well according to the Company’s Articles of Association. The agenda is comprehensively discussed as detailed in the invitation letter without adding any other agendas or changing significant information without prior notice to shareholders. Details of every Annual General Meeting are recorded in the minutes and the resolutions concluded with the votes. The voting system for the Annual General Meeting was in accordance with Thailand Securities Depositories’ Standards ensures correctness and transparency in the counting process. Shareholders are able to see the voting result on each agenda immediately after the counting process is finished.
The Company will inform all shareholders of the meeting resolutions via the SET’s available channels immediately on the meeting date. The meeting’s minutes will be compiled with key information covered, while questions and comments will also be recorded. The meeting’s resolutions will be disclosed on the Company’s website and will be submitted to the SET within 14 days after the meeting date, while the minutes will be kept at the Company’s office premises.
The Board of Directors recognizes basic rights of all shareholders (natural persons, juristic persons or institutional investors), including institutional investors and ensures that all shareholders’ rights are protected as well as fairly treated. Each shareholder would receive adequate information on the date and time of the Annual General Meeting. The Company distributes the invitation letter to the Annual General Meeting, relevant documents, and the agendas prior to the meeting within the timeframe required by laws, and also provides supporting documents for the meeting 30 days prior to the meeting date on the website (www.ifscapthai.com) under “Investor Relations”, and the invitation letters and supporting documents will be distributed to all shareholders at least 21 days prior to the meeting date, enabling them to have sufficient information and time to study it beforehand. Besides, every year shareholders will be given an opportunity to propose agenda and nominate candidate (s) to be elected as the Company’s directors in advance within a period specified period. Shareholders also have equal rights in examining the Company’s operations and provide opinions and suggestions on each agenda. The minutes of the Meeting will be perfectly prepared for shareholders’ traceability.
To ensure transparency and traceability, the Board of Directors encourages the use of ballots on each agenda on a one share one vote basis, and the election of directors will be on an individual basis.
The Board of Directors treats all shareholders equally by providing them an opportunity to express their opinions and suggestions through Investor Relations and at the Annual General Meeting of shareholders. A shareholder who cannot attend the meeting is able to authorize a proxy to an independent director or appoint a person as a proxy to attend and vote at the meeting on his or her behalf. The Company will treat any proxy as a shareholder.
The Board of Directors sets a policy to comply with the Company’s Articles of Association, the Securities and Exchange laws, notifications, orders, and the regulations of the Stock Exchange of Thailand and other relevant organizations. Moreover, the Board of Directors adheres to compliance with the regulations regarding related transactions, acquisition and disposal of significant assets, disclosure of related transaction information, and inside information used for personal or other persons’ benefits. The Board has also stipulated rules to prevent any transaction with conflicts of interest.
There are written procedures concerning the use and protection of inside information. The Board sets procedures to prevent the use of insider information that has not been published for abuse and self-dealing.
The Company places importance on the rights of all stakeholders of the Company following the deserved rights of receiving equal and fair treatment, as well as not taking actions which might violate the rights of stakeholders. The Company adheres to good Corporate Governance (CG) principles. On 31 December 2020, the Company has been recertified as a member by the Thai Private Sector Collective Action Against Corruption (CAC) for another 3 years, and the certification will expire on 31st December 2023. Thus, the Company intended to use the Anti–Corruption Policy approved by the Board of Directors as well as the process of the corruption risk assessment as a guideline for all Directors, Management and Staff to oppose all forms of corruption. Moreover, the Fraud Prevention Policy & Procedures (“the Policy” or “Fraud Policy”) is established to facilitate the development of controls that will aid in the detection and prevention of fraud against IFS Capital (Thailand) Public Company (“IFS”) Limited and to promote consistent organizational behavior by providing guidelines and assigning responsibility for the development of controls and conduct of investigations. IFS adopts a zero-tolerance approach to fraud and will not accept any dishonest or fraudulent acts committed by internal and external stakeholders (further details shown in “Corporate Governance” or “the Anti–Corruption Policy” on the Company’s website). The roles of stakeholders can be summarized as follows:
Shareholders
The Company treats all shareholders with equitability and transparency, encouraging shareholders to receive sufficient and appropriate information, disclosing significant financial and non-financial information by accurately reporting the actual status and future direction of the Company to each shareholder correctly and completely on time via different channels e.g. the Company’s website;
Clients
The Company provides effective and quick services to serve the needs of its clients on fair conditions to both parties as well as to maintain clients’ confidentiality, which has been established and disclosed in the Company’s Code of Business Conduct towards its Clients;
Business Partners and/ or Creditors
The Company treats its business partners and creditors with equality and fairness on the agreed terms and conditions, which has been established and disclosed in the Company’s Code of Business Conduct towards its Business Partners and/ or Creditors. The information is disclosed for public knowledge in the Company’s Code of Business Conduct, which is based upon principles of fairness and transparency. In this regard, there were no disputes or complaints related to business partners/creditors during the past year;
Employees
The Company fairly treats its employees with equitable and suitable remuneration and succession plan relating to the economic condition and the organization’s performance, as well as comparable to those of other leading corporations. The Company intends to make employees perform their work happily by ensuring that the employees work in a safe environment and be able to further develop their knowledge for their work. The Company also provides provident funds for its employees, as well as welfare that promotes physical and mental health and recreational activities for employees. In 2021, there were no accidents or illnesses from work;
Competitors
The Company strictly follows the rules of competition, avoids any inappropriate or corrupted methods or destroy competitors’ reputation, which has been established and disclosed in the Company’s Code of Business Conduct towards its Competitors. In this regard, there were no disputes or complaints related to competitors during the past year;
Regulatory Bodies and Governmental Institutes
The Company complies with the law, announcement, regulations and rules prescribed by relevant regulatory bodies and government institutes; for instance, the Department of Business Development, the Ministry of Commerce, the Revenue Department, the Ministry of Finance, the Securities and Exchange Commission, the Stock Exchange of Thailand, etc. The Company also provides good co-operation on matters related to good governance and anti-corruption protocols;
Society, Community and Environment
The Company continuously encourage our employees to engages in activities that enhance quality of life of the society, community and environment through its own activities or co-operation with the government, private sectors and communities.
In addition, the Company has established the Code of Business Conduct for all directors, executives and employees which serves as guidelines for performing their duties with honesty, trustworthiness and fairness.The Company strictly supervises and ensures compliance of the code of business conduct, including enforcing disciplinary and punishment actions. The Company has a Whistleblowing policy and procedures that offer protection for the whistleblowers (further details are disclosed in “the Company’s Anti–Corruption policy” on the Company’s website) and establishes a Whistleblowing channel for all employees to submit their complaints or concerns relating to any potential unethical or unlawful behavior, financial improprieties or to report perceived violations of law or the Company’s policy directly to the Chairman of the Audit Committee through an e-mail: whistleblowing@ifscapthai.com or regular mail, and these shall be treated as confidential.
The Board of Directors ensures that Company’s significant information disclosures such as financial information, financial reports, and non-financial information both in Thai and English are disclosed to the public in an accurate, transparent and timely manner according to the notifications of The Stock Exchange of Thailand (“SET”)and the Securities and Exchange Commission (“SEC”). The Company discloses such information through online systems of the SET, the Annual Report / the Annual Registration Statement/ (Form 56-1), the Company’s website (www.ifscapthai.com), the submission of the Notice of the Annual General Meeting of Shareholders via post etc.
For the quality of financial reports, the Company has appointed Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (“Deloitte”) as the Company’s auditors, who have been approved by the SEC, independent and have no relationship with the Company. This ensures that the financial reports are accurate and prepared in accordance with the generally accepted accounting standards. The Audit Committee is responsible for reviewing financial reports and oversees the disclosure of financial statements of the Company. The Company has also disclosed the report of Independent Certified Public Accountants, the Management Discussion and Analysis Report (MD&A), the report of the Board of Directors’ Responsibilities for Financial Statements, the report of the Audit Committee, roles and duties of the Board of Directors and the Sub-Committees, Directors’ meeting attendance, as well as the remuneration of the Directors and Executives in the Annual Report.
The Board of Directors of the Company places importance on the information disclosure with accuracy, completeness, timeliness and transparency. Thus, the Company established the Investor Relations Department, assigning Mr.Guntapon Kittisiriprasert, to be responsible for the financial statements and general information disclosure of the Company and to be a representative of the Company to communicate with shareholders and other stakeholders, for instance, institutional investors, shareholders and analysts etc, so that they can have access to the information appropriately with fairness and in a timely manner. The investors can contact the Company to receive the Company’s information at telephone number 02-285-6326-32 or the Company’s website at www.ifscapthai.com.
The Board of Directors has been appointed by shareholders to be responsible for the Company’s business operations as a whole, including giving commands, approving, supervising the business and organizational strategies. They are also accountable for supervising the management team and assuming the ultimate responsibility of reviewing the risk strategy and financial stability, thus the Board of Directors plays an important role to oversee the Company and is responsible for maximizing benefits to the shareholders of the Company.
In 2021, the Company has strongly observed the Corporate Governance Principles, and was rated “Very Good” in the corporate governance report of Thai listed companies by the Thai Institute of Directors Association, whereas the result of the 2021 Annual General Meeting of Shareholders (AGM Checklist) by the Thai Investors Association, in 2021 was rated “Excellent.”
Components of the Board of Directors
The Board of Directors consists of personnel with knowledge, capability and experience which are beneficial to the business operations and participated in formulating the vision and mission, strategies, financial goals, risks, plans, and budget of the Company, including ensuring management’s compliance with the plans and policies with efficiency and effectiveness.
The Company has 6 directors altogether, comprising of 2 female directors and 4 male directors. The nomination of the directors is in accordance with the shareholders’ meeting resolution with follows the legal procedure and the Company’s regulations. The number of directors is appropriate for the Company’s business, with aligning components with the SET’s regulations. Other attributes have also been prescribed; age, gender, knowledge, expertise, experience and other qualifications on December 31, 2021, as follows:
Criteria in Selecting Director Candidate
The Compensation and Nomination Committee has devised the selection criteria for the director position, using the Company’s business operations as the basis. Hence, the required qualifications of the suitable candidates have been identified so that they appropriately serve the Company’s strategy in operating the business. The critical qualifications are especially emphasized, and that the Board shall be diverse enough in terms of professional skills, special expertise, knowledge and competencies, gender, and work experiences, in order to appoint the suitable candidate for the position that can contribute to benefits of the Company. With this, the Company has developed the Board Skills Matrix, summarized in the bar charts below, to be used as guidelines for reviewing the Board’s structure and for the nomination of new directors to ensure that the incumbents possess suitable qualifications that are in line with the Company’s direction. In this regard, the people assuming the director or executive position must possess all the qualifications stated in Section 68 of the Public Company Limited Act B.E. 2535 (including endorsements) and the Securities and Exchange Commission’s announcement. They must not possess prohibited qualifications as prescribed by the Securities and Exchange Act B.E. 2535 (including endorsements), other laws and relevant regulations.
Board skill matrix
*The evaluation is based on the educational background, work experiences, professional skills and training/seminar records.
Currently, the Board of Directors is comprised of 6 directors, which is suitable for the Company’s business operations. Every one of them possesses experience in high-level executive position of both the private and public sector organizations. Thus, the current Board members are comprised of qualified individuals with experiences and expertise in different professions covering all aspects comprehensively.
Leadership and Vision
The Board of Directors has the power, duties and responsibilities to manage the Company to be in compliance with laws, objectives and regulations of the Company, as well as the resolution of the shareholders’ meeting with lawful approval, honesty and carefulness of the Company’s benefits. The summary of important power, duties and responsibilities is as follows:
4. To authorize any one or several directors or any person to perform any action on behalf of the Board of Directors under the supervision of the Board of Directors or granting the power-of-attorney to such designated person(s) to perform any action within the specified time as the Board of Directors may think fit; provided, however, that the Board of Directors has the sole discretion to revoke or modify such designated director or power-of-attorney as the Board of Directors may think fit;
In addition, the Board of Directors may authorize the Executive Committee to conduct any activities within the specified scope of work, duties and responsibilities of the Executive Committee.
No authorization will entitle the Executive Committee or its authorized representative to consider and approve the transaction which may cause a conflict of interest between the Executive Committee, its authorized representative or any related person or interested person as the one party and the Company or its subsidiary companies as the other party. However, an exception is granted where the transaction conforms to the approved policies and rules of the Board of Directors;
6. To review the management structure and appoint the Executive Committee, Chief Executive Officer and any sub-committees, as it deems appropriate;
7. To ensure that the Company’s performance follows the business plans and budgets at all times;
8. To refrain from conducting any similar or competitive business, participating as partner in an ordinary partnership or partner with unlimited liability in a limited partnership or director in a private company or in any other firms, companies or corporations operating the business similar to or in competition with the Company, regardless of whether for his/her own benefit or for others’ benefit. However, an exception is granted where the director provides notice to the shareholders’ meeting in advance of his/her effective appointment as director of the Company;
9. To notify the Company without delay in the event of likelihood that the director may have direct or indirect interests as a result of (i) the Company’s entry into any agreement, and (ii) his/her increased or decreased holding of shares or bonds in the Company or its subsidiary companies.
The Board of Directors approves for the corporate plan that reflects the thinking and vision in operating the business with clear and measurable objectives.
The Company places emphasis on operating the business effectively under the principles of good governance, and the Company discourages making transactions with inter-related individuals or transactions that may involve conflicts of interest. In this regard, in case of such transactions, the Audit Committee will perform a thorough investigation, report and propose to the Board of Directors for approval. The Company will be considering such transactions in the same way that normal commercial transactions are considered.
The Board of Directors is responsible for prescribing the good governance policy, including the implementation and practice, covering the display of information related to operating performance in different aspects; financial information, risk management, investment, liquidity, assets and debts, legal compliance, rules and regulations, as well as the review and follow-up to ensure compliance. The Board of Directors shall consider the report and information with care and caution in order to be aware of key signals, for instance, the tendency for an increase in the interest rates, higher risks in various aspects, failure to comply with the law and regulations, as well as other issues that may impact the Company’s credibility. The Board’s self-assessment shall also be conducted to identify ways for further improvement in the future.
The Board of Directors manages and monitors connected transactions carefully to avoid any possible conflicts of interest by setting measures and procedures as guidelines for approving the entry into connected transactions of the Company, directors and executives, including the future policies and direction regarding connected transactions. Each approval of the connected transaction must comply with the law of Securities and Exchange and the regulations, notifications, orders or the announcements of The Stock Exchange of Thailand and other related organizations, including the disclosure of the connected transactions in the financial statements, the annual report, and Form 56-1 One Report for shareholders to examine.
The Company has implemented the code of business conduct which serves as guidelines for directors, executives and staff to follow. The Company’s code of business conduct covers fairness toward the shareholders, realization of the rights of all stakeholders, abstinence from any actions that result in conflicts of interest, responsibility towards the Company’s assets, abstinence of usage of internal information for one’s benefit, accurate and timelineness disclosure of information and responsibility toward society and the public.
In order to improve the effectiveness in work performance, the Board of Directors conducts self-assessment on an annual basis, allowing opportunities for the directors to consider the Board’s performance. This self-assessment is a critical tool in evaluating the appropriateness of the Board’s structure and the effectiveness of the Board’s performance according to the principles of good governance. In this regard, the Board will analyze the evaluation outcomes, suggestions and different points worth observing to consider and adjust to better it to better suit the nature of business operations accordingly.
In 2021, the Company arranged an annual self-assessment of the Board and sub-committee as the whole group and on an individual basis. We would like to report that the majority of the directors rated ‘Good-Very Good’ on effectiveness aspect. In this regard, the Board of Directors also offered comments and suggestions to enhance the effectiveness of work performance and to identify ways for improvement in the future.
Attendance of the Company’s Board of Directors
In compliance with related laws, the Company’s Articles of Association, and the corporate governance principle, the Board of Directors holds at least 4 meetings which are scheduled a year in advance to acknowledge and make a decision on business matters of the Company. However, the Board can hold a special meeting when necessary. A letter of invitation with clear agendas and sufficient documents for the meeting will be submitted to directors at least 7 days prior to the meeting date except for an urgent case, to let the Board have enough time to study the information before attending the meeting. The Board provides an opportunity for senior executives to participate in the meetings to answer any queries concerned. A minimum quorum required during Board decisions is two-thirds of the total members of the directors. The minutes of the meeting are accurately prepared and filed for further reference.
In 2021, the Company’s directors attended the Board meetings, the Sub-Committee meetings, and the shareholders meeting via online system during the COVID-19 pandemic as follows:
|
Directors
|
Board of Directors
(6 members) |
Audit Committee
(3 members) |
Compensation and Nomination Committee
(3 members) |
Risk Management Committee
(3 members) |
General Shareholders
Meeting |
|---|---|---|---|---|---|
| Total Number of Meetings |
4
|
4
|
1
|
4
|
1
|
| 1. Mr. Randy Sim Cheng Leong |
4/4
|
1/1
|
1/1
|
||
| 2. Mr. Singha Nikornpun * |
4/4
|
4/4
|
1/1
|
4/4
|
1/1
|
| 3. Mrs. Churairat Panyarachun * |
4/4
|
4/4
|
1/1
|
1/1
|
|
| 4. Mr. Chayut Vishchuprapha* |
4/4
|
4/4
|
4/4
|
1/1
|
|
| 5. Ms. Chionh Yi Chian |
4/4
|
4/4
|
1/1
|
||
| 6. Mr. Tan Ley Yen** |
4/4
|
2/2
|
1/1
|
Remark:
* Independent Director
** Mr. Tan Ley Yen, Director and CEO, has been appointed as a member of the Risk Management Committee by the Board of Directors’ Meeting No. 2/2021 on 6th May 2021
The Company determines a clear and transparent director remuneration policy by comparing remuneration packages with those provided by leading listed companies in the SET and comparable companies in the same industry, taking into account the company’s business performance and experience, duties, roles and responsibilities of the directors in order to attract and retain qualified directors. Directors’ remuneration packages are approved by the Meeting of Shareholders. Executives’ remuneration packages are reviewed by the Compensation and Nomination Committee before the Board of Directors’ approval based on their roles, duties and responsibilities, performance, and dedication.
In addition to monetary compensation, the Company has not had granted other privilege to the directors.
In 2021, the Annual General Meeting of Shareholders resolved to approve the remuneration and bonus for the Directors as follows:
|
Directors
|
2021
|
||
|---|---|---|---|
|
Attendance Fees (Baht)
|
Annual Basic Fees (Baht)
|
Bonus (Baht)
|
|
| 1. Mr. Randy Sim Cheng Leong |
145,000
|
130,000
|
714,000
|
| 2. Mr. Singha Nikornpun * |
280,000
|
220,000
|
357,000
|
| 3. Mrs. Churairat Panyarachun * |
175,000
|
150,000
|
357,000
|
| 4. Mr. Chayut Vishuprapha * |
240,000
|
130,000
|
357,000
|
| 5. Ms. Chionh Yi Chian |
180,000
|
100,000
|
357,000
|
| 6. Mr. Tan Ley Yen ** |
-
|
-
|
-
|
| Total |
1,020,000
|
730,000
|
2,142,000
|
Total Remarks No other benefits apart from remuneration above.
* Independent Director
** Director, CEO and Member of the Risk Management Committee
In 2021, there were no significant change in staff strength and there had been no labor dispute.
The remuneration paid to the staff (excluding directors and executives) were:
|
Remuneration
|
2019
|
2020
|
2021
|
|||
|---|---|---|---|---|---|---|
|
|
No. of Executives
|
Total Amounts Paid (Baht)
|
No. of Executives
|
Total Amounts Paid (Baht)
|
No. of Executives
|
Total Amounts Paid (Baht)
|
| Monthly Salary and Bonus |
9
|
35,232,824
|
9
|
29,710,343
|
9
|
56,617,961
|
| Total |
9
|
35,232,824
|
9
|
29,710,343
|
9
|
68,678,216
|
Other Cash Remuneration
The Company is registered under the Provident Fund Act which requires provident fund contribution by both employee and employer. The employees have to pay 5-15% of their salary to the contribution and the Company has to pay another portion as stipulated by the funds regulation.
The Company paid remuneration to the Auditors of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. in the form of both Audit Fee and Non-Audit Fee*, such as Tax Advisory Fee, Group Reporting Fee and Out-of-Pocket Expenses as follows:
|
|
2019 (Baht)
|
2020 (Baht)
|
2021 (Baht)
|
|---|---|---|---|
| Audit Fee |
2,015,000
|
2,201,000
|
2,201,000
|
| Non-Audit Fee |
570,043
|
263,981
|
729,041
|
|
Total
|
2,585,043
|
2,464,981
|
2,930,041
|
Control of Inside Information
The Company enforces strict rules on the possession and usage of inside information, particularly financial information before disseminating to the public. The Company’s policies on inside information are as follows:
- Directors, executives, employees, including their spouses and minor child (ren) below the legal age are not allowed to buy, sell, transfer or accept the transfer of securities of the Company for 30 days prior to the public announcement of the Company’s financial statements and 7 days after such information is disclosed.
- Directors and executives have the duty to prepare and submit a report on changes of their securities holdings, their spouse and child(ren) under the legal age to the Securities and Exchange Commission (“SEC”) in accordance with Section 59 and the penalty as specified in Section 275 of the Securities and Exchange Act B.E. 2535 (including its amendments), as well as the report on the acquisition or disposition of one’s own securities, those of their spouses, and children below the legal age to the SEC pursuant to Section 246 and the penalty as stated in Section 298 of the Securities and Exchange Commission B.E. 2535 (including its amendments), No.Sor Chor. 14/2540 Re: Preparation and Disclosure of Reports on Securities Holding and Disciplinary Measures prescribed on the Securities and Exchange Act B.E. 2535. Any violation against the aforementioned regulations shall have to face disciplinary actions in the form of warning, salary reduction, suspension of duties, termination of employment etc.
In 2021, it was not found that directors, executives, employees, including their spouses and minor child (ren) of such persons to trade the Company’s securities during the prohibited period.
Report on Changes of Securities Holding
The Company’s Board of Directors, high-level executives and those holding the position equivalent to or higher than the Finance and Accounts Manager are required to prepare and submit a report on changes to securities holdings (if any) to the SEC in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 (including its amendments) within 3 days after the change. In 2021, securities holdings of the aforementioned persons are as follows:
|
Name
|
Position
|
Securities Holdings in IFS
|
|||
|---|---|---|---|---|---|
|
As of 31 December 2021
|
(%)
|
As of 31 December 2020
|
Number of Shares : Increase (decrease) during the year
|
||
| Directors | |||||
| Mr. Randy Sim Cheng Leong |
Director, Chairman of the Board of Directors, and the Compensation and Nomination Committee Member
|
-
|
-
|
-
|
-
|
| Mr. Singha Nikornpun |
Director, Independent Director, Vice Chairman, Chairman of the Audit Committee, the Compensation and Nomination Committee Member, and the Risk Management Committee Member
|
-
|
-
|
-
|
-
|
| Mrs. Churairat Panyarachun |
Director, Independent Director, the Audit Committee Member, and Chairperson of the Compensation and Nomination Committee
|
-
|
-
|
-
|
-
|
| Mr. Chayut Vishchuprapha |
Director, Independent Director, the Audit Committee Member, and the Risk Management Committee Member
|
-
|
-
|
-
|
-
|
| Ms. Chionh Yi Chian |
Director and Chairperson of the Risk Management Committee
|
-
|
-
|
-
|
-
|
| Mr. Tan Ley Yen |
Director, CEO, and the Risk Management Committee Member
|
210,000
|
0.04
|
210,000
|
-
|
| Top Management | |||||
| Mr. Tan Ley Yen |
CEO
|
210,000
|
0.04
|
210,000
|
-
|
| Mr. Guntapon Kittisiriprasert |
CFO, Finance and Accounts
|
-
|
-
|
-
|
-
|
| Mr. Paknam Sarakul |
GM, Client Relations
|
105,005
|
0.02
|
105,005
|
-
|
| Ms. Kwanjai Sae-Lai |
GM, Operations
|
-
|
-
|
-
|
-
|
| Mrs. Sutida Piyayodilokchai |
GM, Risk Management
|
-
|
-
|
-
|
-
|
| Mrs. Pensri Pettong |
Head, Finance and Acccounts
|
-
|
-
|
-
|
-
|
| Mr. Kampon Duncharoen |
Head, Business Development
|
1,050
|
0.0002
|
1,050
|
-
|
| Mrs. Natsaran Pumpichet |
Head, Client Relations Team 1
|
3,005
|
0.0006
|
3,005
|
-
|
| Mr. Meechai Watcharasottikul |
Head, Client Relations Team 2
|
-
|
-
|
-
|
-
|
Staff Strength
In 2021, there were a total of 87 executives and staff broken down by departments as follows:
|
Types
|
No. of staff
|
|---|---|
| Executives |
9
|
| Business Development |
15
|
| Client Relations |
11
|
| Credit Risk Management |
2
|
| Operations and Information Technology |
27
|
| Finance and Accounts |
3
|
| Legal & Recovery |
2
|
| IR, Secretariat and Compliance |
1
|
| Credit Review/ Human Resources and Administration |
11
|
| Executive Secretary |
1
|
|
Total
|
87
|
In 2021, there were no significant change in staff strength and there had been no labor dispute.
The remuneration paid to the staff (excluding directors and executives) were:
|
Types of Remuneration
|
2019 (Baht)
|
2020 (Baht)
|
2021 (Baht)
|
|---|---|---|---|
| Monthly salary/ Bonus |
56,742,023
|
53,081,143
|
56,617,961
|
| Welfare expenditure for staff |
13,436,301
|
12,154,137
|
12,060,255
|
|
Total
|
70,178,324
|
65,235,280
|
68,678,216
|
Policies in Developing Human Resources
The Company recognizes the importance of knowledge and competency development for its employees as it will bring about an increase of their competency and quality of services. Therefore, the Company consistently provides in-house and external trainings and seminars to all staff or individual to increase skills and knowledge on their jobs. The Company also rewards its employees appropriately to motivate and retain their services in the long run. In addition, the Company also supports activities to motivate and encourage bonding among staff.
Succession Planning
The Board of Directors is aware of the importance of succession planning in the position of the Chief Executive Officer and Senior Managers. To this, the Compensation and Nomination Committee will review the succession planning annually to prepare the recruitment plan once there is a vacant position, retirement or any executive will not be able to perform his / her duties.