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Corporate Governance Policy

SCG conducts business with responsibility, transparency and fairness, adhering to principles it has long practiced. SCG's business principles are defined by its ethical framework and constantly improved in view of economic and social changes. These principles call for balancing both sustainable benefits and the respectful treatment of all stakeholders with the Board of Directors behaving as role models in compliance with SCG's principles of corporate governance and Code of Conduct.

SCG's corporate governance is considered an integral part of its business policy. The Governance and Nomination Committee is entrusted with overseeing SCG's corporate governance matters, encompassing the establishment of policy and guidelines as well as monitoring the performances of the Board of Directors and the Management to ensure their compliance with SCG's corporate governance policy. The Committee also monitors and evaluates the corporate governance practices together with periodically reviewing the guidelines to ensure their alignment with business operations and corporate governance practices on national and international levels. Moreover, corporate governance is specified as one of the main items on the agenda at the Board of Directors' meeting.

SCG is resolved to become a role model in corporate governance, encapsulating it in SCG Vision with the conviction that SCG's corporate governance will ensure fairness, transparency, and long-term economic value for shareholders whilst creating confidence among all stakeholders and enhancing the Company's competitiveness to achieve sustainable growth.

Guidelines on SCG's Corporate Governance

SCG firmly upholds and complies with the principles of corporate governance both locally and internationally. Examples include the Principle of Good Corporate Governance for Listed Companies 2012 of the Stock Exchange of Thailand, and the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institute of Directors (IOD). Added to this are the internationally recognized benchmarks such as ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard) and DJSI Sustainability Assessment. The Governance and Nomination Committee takes charge of considering and proposing to the Board of Directors the establishment and implementation of the policy and guidelines for their approval. For issues that have yet been covered or implemented, the Management is to report to the Governance and Nomination Committee for review on an annual basis.

Realizing that corporate governance is an internationally accepted management practice and in line with SCG Core Values and SCG Code of Conduct, the Board of Directors compiled experiential knowledge and practices in management with commitment to virtues, ethics, and social responsibility, the business practices that have been passed down from generation to generation and proven to align with the corporate governance principles. They were codified into a booklet on SCG's corporate governance policy which was first published in 2003.

In 2014, the Board of Directors demanded that the booklet be updated to reflect changing socio-economic circumstances as well as the global social context that has pushed forward the international standards of practices and criteria in management in accordance with the principles of corporate governance to create confidence among stakeholders and promote sustainable growth. SCG thereby updated its corporate governance guidelines in compliance with the criteria of the Stock Exchange of Thailand and Thai Institute of Directors (IOD) which have been updated and amended to conform with the ASEAN CG Scorecard aiming to enhance corporate governance standards and practices of ASEAN listed companies up to international standards.

Furthermore, the Board of Directors approved, as proposed by the Governance and Nomination Committee, the revision of the charters of the Board of Directors and Sub-committees to correspond to their current scope of duties as well as laws and good practices. The revised charters are disclosed on SCG's website.

In 2014, SCG was rated on corporate governance practice by various agencies and achieved numerous awards as follows:

  • Rated "Excellent" with 100 points according to the evaluation of the quality of annual general meetings of shareholders (AGM checklist) of listed companies carried out by the Thai Investors Association.
  • Rated "Very Good" according to Corporate Governance Report of Thai Listed Companies 2014 carried out by the Thai Institute of Directors (IOD).
  • Scored in a range of 80-89 points according to the ASEAN CG Scorecard.
  • Received the "Excellence" Sustainability Report Award 2014 from Thai Listed Companies Association in cooperation with The Securities and Exchange Commission (SEC) and Thaipat Institute.
  • Achieved the SET Awards 2014 for Best Corporate Responsibility Awards. This was the SET Award of Honor awarded to SCG for having pursued outstanding corporate responsibility for 7 consecutive years.

1. The Right of Shareholders
  • Shareholder Proposal
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2. The Equitable Treatment of Shareholders
  • Blackout Period
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3. The Role Of Stakeholders in Corporate Governance
  • Whistleblower Policy
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  • SCG Whistleblower System
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  • Stakeholder Engagement Policy
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  • SCG Procurement and Vendor Selection Policies and Guidelines
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4. Disclosure and Transparency
  • Disclosure Policy
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5. Responsibilities of the Board
  • Charter of the Board of Directors
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  • Charter of the Audit Committee
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  • Charter of the Governance and Nomination Committee
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  • Charter of the Remuneration Committee
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  • Qualifications of Independent Directors of SCC
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  • Policy on Attendance at the Board of Directors Meetings
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  • Policy on Limitation of the Number of Listed Companies Where Directors May Hold Directorship
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  • Policy on the Target Share of the Independent Directors on the Board
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For more information, please contact:
Corporate Secretary Office, The Siam Cement Public Company Limited
1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand
e-Mail: corporate@scg.co.th

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