Company objectives and goals
From the recession of the real estate business, the Company also has strengths in many areas such as house designs and effective functionality. There are high-quality house available for sale. At the same time, there are weaknesses in some areas, such as in good areas and high potential customers; the Company is unable to build in time but in poor areas and high potential customers; there are many stocks. In addition, the overall economic problems are not favorable, the problem of COVID19, instability in the work that is causing customers to not dare to create a burden.
The Company plans to place short-term by reducing the burden of the customer by providing flexible special procedures, consulting services and finding ways to help customers, who want to have a home, to be able to have both low-rise and condominiums. The Company may have lower margins. However, this will make the revenue increase but the profit amount has not fallen much. The guidelines focus on selling as many, maintain gross profit and cash flow will come up in this way. The cash flow received will used to accelerate investing, speeding up the construction of potential projects. The Company has condominium projects that is under construction and has more than 90 percent backlog from two buildings. The cash flow received will used in accelerating the construction so that revenue and profits are recognized as soon as possible. The revenue of these two buildings should be recognized as more than 2,000 million baht in 2021 and 2022. From the results of the strategic adjustment earlier this year, 2020 has enabled the Company to obtain better revenue recognition by the end of 2019, about 10%.
Medium-term, the number of low-rise projects should be appropriately expanded to adapt to the current marketing strategy and location to be more effectively. The Company considers the absorption rate, resulting in the maximum product turnover. The new condominium project will continue to recognize revenue in the year 2023 onwards.
Long-term, the Company has developed a strategy to achieve sustained revenue and prudent growth rate.
Cost strategies are short-term, medium and long-term approaches, with more rigors in corporate spending. It has been started from 2018 to 2019 until now. In the past, the Company was able to reduce expenses by more than 70 -160 million baht per year. The Company has organized and used its budget to be effective, with the goal of further decline.
Construction strategy The Company still uses the existing policy for construction, which is a highly effective method, by using high quality Aluminum Form construction systems. ธhere are no seams that cause leakage and save time. But the construction in a low-rise project will be reduced in volume to balance sales and transfers. This has been done for over 3 years, allowing the Company to reduce the fixed costs of the construction department as well.
Liquidity strategy Due to the Company has a land holding of one. But still unable to launch the project due to market conditions, product characteristics, unrelated sales price range and able to start the project within a short time. It may be considered selling out to enhance liquidity and / or reduce debt and interest expenses and provide an opportunity to invest in projects with better potential in the medium term. This means it can generate more cash flow cycles and profits in medium and long term, while continuously reducing costs and expenses. This will make the Company better maintain liquidity. However, accelerating sales of projects with ready-to-sell products is still a factor that needs to be monitored.
Social strategy although the business situation is not as expected, the company still maintains positive customer satisfaction and improves productivity. In addition, environmental awareness continues to improve, especially in 2019 new projects, is the waste management project in the project. That helps to support juristic persons that have already established and are going to establish to have additional income from the collaboration of the community and have plans to expand in business terms. In this regard, the company does not focus on the profit in the form of money, but rather the environmental profit and quality of life as a whole. For ongoing projects such as quality house project, health care project by organizing exercise area, environmental-friendly project, school project of migrant workers and sustainable projects that are still performing consistently. The project provides a good community that can be viewed from the results of Friend Get Friend project which the client introduces new buyers, does not diminish in any way.
Corporate Governance Policy of the Company and Subsidiaries
The boards have determined to operate business and maintain a good governance to all stakeholders such as shareholders, investors and other related parties by providing principles and guidance to the company and subsidiaries as follows:
- Rights of shareholders
- Equitable Treatment of Shareholders
- Roles of Stakeholders
- Disclosure and Transparency
- Responsibility of the Board
Rights of Shareholders
The company has policy to support and facilitate every shareholder to ensure the basic right execution in an equal and fair basis. The company has provided guideline as follows:
- The company has appointed Thailand Securities Depository Company Limited which acts as a company registrar to facilitate security transactions for shareholders.
- Prior to the actual meeting date, the company is required to inform all shareholders about meeting agendas in a sufficient detail and timely manner. The company is required to distribute the notice letter of the shareholder meeting which addressed agenda and detail at least 14 days prior to the actual meeting date in accordance with the company’s regulations No. 29, citing the notice of the shareholder meeting. The company will post the notice letter of the shareholder meeting on the website www.areeya.co.th at least 30 days in advance.
In the year 2019, the company has set the shareholders' meeting for 2 times which are the Extraordinary General Meeting of Shareholders No. 1/2019 and the Annual General Meeting of the Shareholders for the year 2019 on Tuesday, March 19, 2019 and 23 April 2019, in which the company has implemented in accordance with the policy and criteria regarding the treatment of shareholders.
- The Chairman of the meeting has set the sufficient and appropriate meeting time period for proceeding all agendas. During the meeting, the Chairman will encourage all shareholders to openly express their opinions and inquiries on the company’s business operations and other related matters.
- The Chairman and other board members have participated in the meeting to answer any inquiries by shareholders if any.
- The company has shown to operate its business based on efficiency, transparency, and accountability to ensure the optimal benefits to shareholders and the appropriate disclosure to other related parties.
- The company will allow our shareholders to propose advanced inquiries and agenda or to nominate a candidate of board member or audit committee via the company’s website and to the investor relations prior to the meeting.
- The board and executive member who willing to process any sales or purchase of the company’s shares. The company required such personal to inform the board or assigned committee at least 1 day in advance.
- If any shareholders are unable to attend the meeting, the company will provide an additional alternative for the shareholder. He or she will be able to proxy his/her right to an independent board member.
- In voting in the Annual General Meeting of Shareholders, the Company has implemented voting cards for every agenda and employed a barcode system in vote counting for convenience and expedition. In addition, representatives from the Company’s auditors also bear witness to the vote counting, and the votes are clearly declared in the minutes of the Annual General Meeting of Shareholders, detailing approval, disapproval, and abstained votes for each agenda requiring voting.
- Resolutions reached at the Annual General Meeting of Shareholders as well as votes for each agenda are disclosed via SET Portal of the Stock Exchange of Thailand and published on the Company’s website after the Annual General Meeting. 1.7 The Company prepared the Minutes of the Annual General Meeting of Shareholders, both in Thai and English, and submitted them to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days from the date of the meeting as stipulated by law. They were also disseminated on the Company’s website.
- Disclosing the resolutions of the general meeting of shareholders to the public of the voting results of each agenda via the SET Portal system of the Stock Exchange of Thailand And published on the company website later Finish the meeting.
- The Company prepared the Minutes of the Annual General Meeting of Shareholders, both in Thai and English, and submitted them to the Stock Exchange of Thailand and the Ministry of Commerce within 14 days from the date of the meeting as stipulated by law. They were also disseminated on the Company’s website.
Equitable Treatment of Shareholders
1. Treatment of Minority Shareholders
The Company has prescribed criteria and procedures whereby minority shareholders may propose agenda items for the Meeting and to nominate candidates to be elected as a director beforehand. The Company provides channels for minor shareholders to give suggestions, express opinions or file complaints to website or investor relation representative by phone or email.
2. Monitoring the Usage of Insider Information
Board of Directors has realized about defense to be misused by someone with self-exploitation. They are stipulated information confidentiality policy to limit access to information within company for authorized staffs solely.
The company informs executives, including executive’s spouses and minor children to report their holding or changing the company’s securities to the Securities and Exchange Commission (the office) under the rule and procedures of the Securities and Exchange Act B.E. 2535 section 59 and its punishment of section 275.
Also, such mentioned persons as directors, management and employees including their spouse and minor children, are prohibited to make any security transaction; either purchasing, or selling, or transferred by taken advantage of the internal confidential information, which has not yet been disclose to the public. However, in case of the transactions occur in normal business, directors and management including their spouse and minor children, he/she had to report to the office within three working days since the event takes place, and copy to documents will be handled to company as evidence.
In addition, the company provides ethical policy that director, management and employees are always expected to observe honestly and virtuously, and should not participate to any immoral behaviors deteriorating company recognition. If any evidence has shown that company information confidentiality are disclosed by self exploitation insiders, it’s doomed that such a person is accused of severe disciplinary violation and may be deserved condemnation according to employee regulation.
3. Preventing Conflicts of Interest
The Board of Directors has established policies regarding conflicts of interests as follows:
- The Shareholder structure shall be clear, transparent and shall not have cross-holding among major shareholders, thereby preventing any conflict of interests with any party. Also, the shareholder structure of the company and its subsidiaries shall be disclosed in the Annual report.
- Directors and top executives must file a report stating their own and their related persons’ interests in the management of the Company or subsidiaries to the company secretary. The company secretary shall deliver a copy of such a report to the Chairman and Chairman of the Audit Committee within seven days upon the receipt of the report.
- In case any director or executive has a vested interest in any agenda item under consideration, such a person must not attend the meeting or must abstain from voting on such an agenda item. This is to ensure that the Board and executives make decisions in a fair manner for the utmost benefit of shareholders.
- Compliance and internal information use policies are prescribed and written in Approval Authority, SCG Code of Conduct, and Regulations for Employees, along with clear 20/79 disciplinary action if the management or employees disclose internal information to the public or use it for their own advantage.
Roles of Stakeholders
The company has committed to provide fair treatment and transparency to our stakeholders such as employees, creditors, customers, vendors, shareholders, auditors, independent appraisers, government officials, and communities. The company has set the principle and guidelines as follows:
- Shareholders: The company has attempted to offer the attractive returns to all shareholders by generating outstanding performances and sustainable business development. The company also provides the effective internal control to assure best interest to our organization and shareholers.
- Customers: The company has continued to focus and maintain our quality of services and high customer satisfaction as our core value via the after-sale service team members consisting of Call Center, After-Sale Service (AS), Customer Management (CM), and Customer Relations Management (CRM).
- Partners: With fairness and transparency in purchasing policy, the company has developed its strategic partners throughout these years to provide quality products and services to the company with competitive advantages, vice versa the company also provide knowledgesharing programs, seek financing source from banks, provide liquidity or equipment loans for the contractors/partners to help out in their cash flow.
- Creditors: The Company clearly formulates the policy and practical guideline on the creditors. The Company is committed to conducting business in a fair manner in order to create trust and maintain sustainable among creditors. Either being trade creditor or financial institution creditor, especially in terms of guarantee condition, capital management and repayment. is committed to strict compliance with the conditions of the creditors. In the case of non-compliance with any of the conditions, it shall inform the creditors promptly in order to jointly solve the problems by applying reasonable principles and shall not do any dishonest act against the creditors.
- Competitors: The company has supported the free trade agreement policy and emphasize mainly on fair and acceptable rules to avoid dishonest practices that may lead to unfair trade advantages.
- Employees: The company also remains firm in recruiting and retaining skillful and experienced employees while consistently focusing on the development and maximization of skills required for each particular task. In addition, the employees will be encouraged to acquire occupational progress and stability to keep pace with the advancement of the organization, with the allocation of lucrative welfares and benefits such as provident fund, health insurance, annual health check-up program, and more.
- Community, Society, and Environment: The company has strongly committed corporate social responsibility policy in our core value. The company has implemented its core value into day-to-day business operation with full responsibility towards the community, society, and environment in accordance with laws, rules and regulations. In addition, the Company focuses on raising awareness of the employees to make the most effective use of resources and must be push all employees to be aware of surrounding environmental. By providing training and campaigning on environmental issues, such as saving the energy of the company Creative separation of waste, sharing income to society, etc.
Non-Violation Intellectual Property Policy
To continue the sustainable success on the company business and align with corporate transparent procedure, the company considers the intellectual property policy as part of the employment agreement. The content included is as follows:
- The employee must strictly follow non-violation of any intellectual properties.
- The employee must ensure the permissible right on all works under the terms on which the company was granted.
- The employee must immediately inform the Company, when involving in any issue on copy rights or intellectual property
Moreover, the company sets the specific procedure, for example, the computer system and information technology usage must be certified by the proper license. Installation or publicity of illegal software product that is not properly licensed to the company is strictly prohibited.
Human Rights Policy
The company issues human right procedure for all people to follow strictly. From the sourcing and recruiting process, the company ensures that no discrimination on gender, race, religion, skin color, or any factors that are not related to ability to operate the job, and no labor abuse or illegal practice. The procedure regarding to human rights is as follows:
- The company shall fairly determine employee compensation according to qualifications, job scope, competencies and working performance that employee delivers, together with organization compensation structure.
- The company shall fairly encourage employees in all levels to attend training programs according to the organization training roadmap.
- The company shall treat employees with honor and respect to each other’s opinion.
Transparency and Disclosure of Information
The company emphasizes on providing its business information in a sufficient and timely manner. The information included the delivery of corporate news via new electronic systems known as SET Community Portal (SCP) and ELCID, developed by the Stock Exchange of Thailand (SET) and the publication of news in local newspapers in accordance with the Public Limited Company Act. The company has also unveiled its business information in the form of annual registration statement (56-1 form) and financial statement in both Thai and English languages in the company’s website www.areeya.co.th.
Significant information technology systems include financial reports, non-financial data, and other related information approved by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The information stated in the financial statements to be disclosed to the SET is fully reviewed and verified by the company’s auditing team and approved by its Board of Directors. Obviously, the Board of Directors is responsible for financial statements of the company and its subsidiaries. It is clearly understood that the financial information specified in the annual report will be prepared in accordance with the accounting standards generally used and accepted in Thailand. It is also required to select the most appropriate accounting policies, pursue the policies’ requirements, determine accurate judgment in a cautious manner, generate the most effective estimation for the preparation of information, and sufficiently disclose important information in the financial statements’ remarks. The Board of Directors has also maintained progressive internal audit to ensure that the accounting records are accurate, complete, and sufficient, particularly to sustain the value of properties and identify weaknesses to prevent fraud and other corrupted actions. The Board has appointed members of the Internal Audit Committee, who are not considered the company’s executives, to be responsible for the quality of financial reporting and internal controls. The Internal Audit Committee’s approval can be seen in the internal audit reports already listed in the annual report and annual registration statement (56-1 form).
The Company has the Chairman of the Board of Directors, the Chairman of the Executive Committee and the Managing Director being the same person. However, transactions that are not normal operations of the company will be considered by the Board of Directors every time and there are 3 independent directors. The decision to invest in various projects must be considered by the Board of Directors. Including the purchase of land for project development To ensure that there is no direct or indirect benefit or interest in both the financial and management of the company.
The Board of Directors regularly holds meetings, in which each management meeting has prepared information and details for the Board to consider. During the meeting, the chairman of the meeting gave the time for the directors to carefully consider various agendas, including providing full opinions. And a written meeting record In addition, the minutes of the meeting that have been approved for collection by the relevant parties can be examined. In 2019, there were 10 Board meetings. With details of the attendance of the Board of Directors as specified in the topic Remuneration for Directors and Executives.
The Audit Committee regularly holds meetings, which at the meeting of the Audit Committee has considered, selected and nominated the auditor's name and auditor's remuneration. Providing opinions in the interim financial statements and annual financial statements that the auditor has reviewed or audited Consider compliance with accounting standards And disclosure of information in the financial statements before presenting to the Board of Directors for consideration, reviewing the disclosure of related party transactions or connected transactions. Consideration of the appropriateness of the internal audit and audit plan and consider the internal audit report that has examined various work systems within the organization prepared by the Internal Audit Department. As well as providing recommendations on improving the internal control system to present to the management. In addition, the Audit Committee presented the assessment of the adequacy of the internal control system to the Board of Directors to consider as well. In 2019, the Audit Committee's meeting was held in total of 14 Times with details of attendance of the Audit Committee As specified in the topic Remuneration for Directors and Executives.
As for the Nomination Committee and the Remuneration Committee The company has not yet been established. Because the Board of Directors considered that the number is not small and can call a meeting to consider the matter in the Board of Directors meeting is already normal. In addition, the directors must comply with the Code of Best Practices of Listed Companies such as complying with relevant laws and regulations of the company. Be honest and responsible to the company and shareholders. Have knowledge and ability and have a willingness to use knowledge, ability and experience in business operations continuously and have responsibility for financial reports, etc.