Areeya Property PLC.
Corporate Governance

With our determination in developing to sustainable growth, transparency, and really governance, the Board of Directors has adhered to the policy on compliance with management principles and good corporate governance.

They are the key factors supporting to operating systematically and efficiency and leading the Company to conduct its business achieved. By determining the business efficiency and effectiveness, and fairness to all parties related to the Company, whether being shareholders, stakeholders, the committees, the executives and its employees.

Anti-Corruption Policy

Corruption means a form of dishonest, unethical or illegal conduct performed by a person entrusted with a position of government authority, often to acquire personal benefit directly or indirectly. Corruption may also include other immoral practices occurred when a business entrepreneur, corporate partner, or related person acts in a wrongful manner considered as personal exploitation.

- Internal Organizational Anti-Corruption Policy

The company is strictly committed to operating its business in an honest and transparent manner towards its customers, partners, employees, and other people in the society without being involved in any corrupted action, where the board of directors, executives, and employees at all levels are permanently prohibited to use their authority in performing duties to seek personal gain or benefit for their families or other people.

- External Organizational Anti-Corruption Policy

As the company has successfully complied with its anti-corruption policies developed for internal enforcement, it is also required to make progress of external organizational anti-corruption policy as well. Anti-corruption practices are strategically developed to hinder a government official’s dishonest or illegal conduct and prevent possible impacts on Thailand’s economic growth and national image. The company has never supported any form of bribery, whether it is considered unethical business supports offered to partners or immoral financial incentives given to government officials. In addition, the company has determined to operate its business based on the legal enforcement of laws and the correct procedure of business practices to ensure that the risk of corruption is minimized. Similarly, the company is always ready and willing to comply with all rules and regulations issued by government organizations to fight against corruption. The company has also reiterated its intention to create greater awareness on anti-bribery and corruption for executives and employees at all levels.

Non-Violation Intellectual Property Policy

The Company has efficiently developed a set of internal policies and regulations to prevent the violation of intellectual properties, where all executives and employees are compulsorily required to understand and comply with the policies and regulations since their very first working day. There will be a computer utilization inspection conducted on a yearly basis to avoid unexpected errors related to intellectual property infringement while determining legal punishment for all offenders in this regard.

Additionally, the company has pursued rules and regulations based on good corporate governance guidelines issued by the Stock Exchange of Thailand (SET). In 2017, the good corporate governance guidelines could be categorized in 5 major scopes detailed below.

Scope 1: Rights of Shareholders

  • The company has determined to treat all shareholders equally and fairly, with regard to their rights. Considered the most significant factor, the shareholder meeting is basically held to foster unbiased treatments of shareholders and facilitate them with the most appropriate date, time, and venue of the meeting. Meanwhile, it is required to keep all shareholders informed about meeting agendas in a sufficient and timely manner prior to the actual meeting date, regardless of the notification letter of the shareholder meeting describing main objectives and reasons of each particular agenda. The Committee of the shareholder meeting has announced opinions and comments of the agendas to all shareholders within 14 days prior to the actual meeting date in accordance with the company’s regulations No. 29, citing the announcement of shareholder meeting. The company also introduces official documents related to the shareholder meeting on the website within the minimum period of 30 days prior to the actual meeting date.
  • The Chairman of the meeting has prompted the meeting time sufficiently and appropriately while proceeding with important items of the agendas. During the meeting, the Chairman will encourage all shareholders to openly express their opinions and ask questions on the company’s business operations and other related matters in the meeting.
  • The Chairman and other committee members (if necessary) have all participated in the meeting to answer all questions raised by shareholders.
  • The company also remains firm in operating its business based on efficiency, transparency, and accountability to ensure the highest benefits for shareholders and the appropriate disclosure of information to other related parties.

Scope 2: Unbiased Treatments of Shareholders

The company is set to provide a great opportunity for shareholders to propose advanced inquiries via the company’s website and to the investor relations department and nominate general and audit committee members prior to the shareholder meeting, which is required to be announced within 30 days prior to the actual meeting date or as required by law.

In addition, the company also allows minor shareholders to nominate a person to be qualified for the position of the committee member or add meeting agendas prior to the actual shareholder meeting date. All general and audit committee members and other related executives are required to attend every shareholder meeting. The Chairman will consider each meeting agenda and casted a vote for mutually approved resolutions. The company announces the expected results required for each meeting agenda prior to the vote to ensure voting transparency and accuracy. Also, the company has invited a team of independent counsel officials to carry out the ballot counting while welcoming voluntary representatives of the shareholders to facilitate the counting by using a bar-code reading technology.

The company’s committee has promptly prepared meeting minutes with important details, including explanatory statements, inquiries, comments, and targeted voting results, to be featured in each meeting agenda. Meanwhile, the company also completes a shareholder meeting report within a specified period of time required by law, with the application of effective report storage system developed to reaffirm transparency and accountability. To provide greater accuracy for all reports, the company has determined to formulate its new vote casting and ballot counting systems.

In case that any shareholder is unable to attend the meeting, the company will provide an additional alternative for the shareholder to selectively appoint one independent member of the committee from the entire group of members of the committee to legally act on behalf of the shareholder, which is previously preferred by many shareholders. If the shareholder is still not available, the company will apply the use of voting ballots for a special important agenda.

Scope 3: Roles and Responsibilities of Stakeholders

The company has always recognized the importance of respecting the rights of all stakeholders, varying in employees, creditors, customers, vendors, shareholders, auditors, independent appraisers, government officials, and other people living in the surrounding communities. The company has strategically maintained its long-standing reputation under the concept “Areeya Admires You” to ensure that all stakeholders could obtain the highest satisfaction and impression of services on a regular basis. Apart from the aforementioned ideas, the company also emphasizes on further development of environmental and energy conservation policies.

Shareholders: Obviously, the company has offered the most attractive and appropriate returns to all shareholders by generating outstanding performances and business development efficiently and consistently. Backed by the effective internal audit system, the company can also ensure the protection of organizational benefits, especially for its shareholders as a whole.

Customers: In 2017, the company has remained firm to focus on its corporate customers and treat them like “members of the Areeya family”, thanks to all productive performances of the after-sale service team consisting of Call Center, After-Sale Service (AS), Customer Management (CM), and Customer Relations Management (CmRM). With mutual corporate goals, the company has set its sight to keep promoting its fast and reliable after-sale services guaranteed by high-quality standards, as part of the intention to offer the best home-living experience and the highest satisfaction to all Areeya members.

Creditors and Partners: With a clear focus on fairness and transparency, the company has developed its strategic policies in selecting business contractors or partners who can strictly comply with commercial terms and conditions while seeking the most effective solutions for all problems, varying in providing knowledge-sharing programs, seeking reliable sources of finance by cooperating with local banks as the contractors can use their task delivery and completion reports as collaterals for making loan requests, and allocating sufficient equipment and tools for the contractors in case of supply or liquidity shortage.

Competitors: The company has given its concrete support to the free trade agreement policy emphasizing 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 basically recognized the significance of developing corporate strategies for social and communal responsibilities, as part of the goal to express serious concerns over environmental impacts which may be resulted from the company’s business practices. The company has also reiterated its intention to operate the business with full responsibilities towards 79 the community, society, and environment while strictly complying with all related rules and regulations.

Scope 4: 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

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).

Scope 5: Responsibilities of the Board of Directors

The Board of Directors is responsible for determining policies and guidelines for the consideration and approval of business strategies, goals, plans, and budgets while supervising the management team to get all tasks carried out in accordance with the requirements efficiently and productively. In the meantime, the Board of Directors is authorized to grant its financial approval for the company’s normal business and financial transactions, such as requesting for loans from commercial and investment banks as well as being qualified to be a guarantor.

Additionally, the Board of Directors has delegated its authority to the Executive Committee and Managing Director to be responsible for various required tasks in accordance with their scopes of authority, duty, and responsibility. The mandate of authority is not considered the power delegated to the Executive Committee, Managing Director, or attorney-in-fact to grant an approval for any business transaction related to any stakeholder or person with conflicts of interest (approved by the SEC) unless it is considered an approval for a certain business transaction in compliance with the company’s business policies, directions, and guidelines previously approved by the Board of Directors. The mandate of certain business transaction is required to be in accordance with normal trade or business practice policies to prevent conflicts of interest and unfair business practices that may cause difficulties to the company. As a result, the company has issued new guidelines for the standards of business ethics, particularly for executives and employees, emphasizing mainly on honesty and integrity in dealing with customers, suppliers, partners, and other third parties. It is compulsory to protect the company’s assets and intellectual properties appropriately. Nobody will be allowed to disclose any confidential information to any third party without authorized permission or trade the company’s securities with the use of internal information not already disclosed to the public.

In addition, if there will be a case of interconnected transactions, the company will primarily consider the appropriateness prior to the actual implementation of each transaction in a cautious manner on a regular basis and will strictly abide by the SET’s rules and regulations while preparing to disclose such transactions in the annual report and annual registration statement (56-1 form).

The company has appointed a similar person to be the Chairman of the Board of Directors, Executive Committee, and Managing Director. However, for any transaction not considered the company’s normal business implementation, the final consideration will be made and reviewed by the Board of Directors consisting of 3 independent authorities. The decision in various investment projects, including the purchase of land for development, will be reviewed and approved by the Board of Directors to ensure no direct or indirect unfair benefits and illegal stakes related to the company’s financial and management practices.

Similarly, the Board of Directors is required to hold a meeting on a regular basis, in which each meeting should be equipped with adequate meeting information and details prepared by the management team to support further discussions and insights of the Board of Directors. In the meeting, the Chairman will generally allow the Board of Directors to spend an 81 appropriate period of time in considering each agenda carefully and provide productive comments openly. It is also necessary to record all meeting minutes in a written form and keep each report in a safe place ready for inspection or review at any time. In 2017, there are totally 5 Board of Directors’ meetings, with significant attendance details specified in the topic on compensations for the Board of Directors and Executives.

The Internal Audit Committee also holds a meeting regularly too. The Committee has considered the selection and nomination of auditors and remuneration for auditors commenting in the interim financial reports and annual financial statements, where the auditors are required to proceed with the review and audit in accordance with acceptable accounting standards. It is truly necessary to disclose the information of financial statements before proposing them to the Board of Directors for consideration. According to the company’s apparent requirements, it is required to make a complete revision on the interconnected transactions and consider the appropriateness of regulatory plans, internal audits, and internal monitoring systems developed by the internal audit department while providing productive advices for the improvement of internal controls to be presented to the management. Additionally, the Internal Audit Committee has presented the adequacy assessment of the internal control system to the Board of Directors for consideration. In 2017, there are totally 13 Internal Audit Committee’s meetings, with significant attendance details stated in the topic on compensations for the Board of Directors and Executives.

Actually, the Board of Directors hasn’t prepared to announce the Nominating Committee and Remuneration Consideration Committee during this period of time as there is only a small number of the Board of Directors and a meeting can simply be called in an ordinary manner. Meanwhile, the company’s Board of Directors is required to strictly pursue the Code of Best Practices of Listed Companies, including the compliance with relevant laws and regulations, organizational regulatory requirements, honesty and responsibility towards the company and its shareholders, knowledge and skills in generating desirable business operations, accountability towards financial reporting, and so on.

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