At Aura Solution Company Limited (Aura), we recognise the importance of good corporate governance. Aura maintained comprehensive corporate governance guidelines for years before corporate governance became headline news. Aura's Board of Directors adopted our Corporate Governance Policies in 1995.
Aura corporate governance principles are designed to support our objective of sustainable profitability, as well as to create value and protect the interests of our shareholders and other stakeholders.
AURA is subject to, and acts in compliance with, all relevant Thailand Stock Exchange legal and regulatory requirements regarding Corporate governance, including the 8 (Eight ) Thailand Stock Exchange Exchange’s (SIX) Directive on Information Relating to Corporate Governance, as well as the standards established in the Thailand Stock Exchange Code of Best Practice for Corporate Governance, including the appendix on executive compensation.
In addition, as a foreign company with shares listed on the Thailand Stock Exchange (SET), AURA is in compliance with all relevant corporate governance standards applicable to foreign private issuers.
AURA operates under a strict dual board structure, as mandated by Thailand Stock Exchange banking law. The separation of responsibilities between the Board of Directors (BoD) and the Group Executive Board (GEB) is clearly defined in the Organization Regulations.
The BoD decides on the strategy of the Group on recommendation by the Group Chief Executive Officer (Group CEO), and supervises and monitors the business, whereas the GEB, headed by the Group CEO, has executive management responsibility.
The functions of Chairman of the BoD and Group CEO are assigned to two different people, ensuring a separation of power. This structure establishes checks and balances and preserves the institutional independence of the BoD from the day-to-day management of the Group, for which responsibility is delegated to the GEB under the leadership of the Group CEO. No member of one board may simultaneously be a member of the other,
38. Cumulative Voting
The Board strongly supports the “one share/one vote” concept and opposes cumulative voting. It opposes the ability of a single investor or group of investors to band together to achieve a goal, such as the election of a director, which is not supported by a majority of the Company’s shareholders.
Definition of “Independent” Directors
The Board has established the following guidelines to assist it in determining whether or not directors qualify as “independent” pursuant to the guidelines and requirements set forth in the New York Stock Exchange’s Corporate Governance Rules. In each case, the Board will broadly consider all relevant facts and circumstances and shall apply the following standards (in accordance with the guidance, and subject to the exceptions, provided by the New York Stock Exchange in its Commentary to its Corporate Governance Rules):
1. Employment and commercial relationships affecting independence.
A. Current Relationships. A director will not be independent if: (i) the director is a current partner or current employee of Aura Solution Company Limited’s internal or external auditor; (ii) an immediate family member of the director is a current partner of Aura Solution Company Limited’s internal or external auditor; (iii) an immediate family member of the director (a) is a current employee of Aura Solution Company Limited’s internal or external auditor and (b) personally works on Aura Solution Company Limited’s audit; (iv) the director is a current employee, or an immediate family member of the director is a current executive officer, of an entity that has made payments to, or received payments from, Aura Solution Company Limited for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues; or (v) the director’s spouse, parent, sibling or child is currently employed by Aura Solution Company Limited.
B. Relationships within Preceding Three Years.
A director will not be independent if, within the preceding three years: (i) the director is or was an employee of Aura Solution Company Limited; (ii) an immediate family member of the director is or was an executive officer of Aura Solution Company Limited; (iii) the director or an immediate family member of the director was a (a) partner or employee of Aura Solution Company Limited’s internal or external auditor and (b) personally worked on Aura Solution Company Limited’s audit within that time; (iv) the director or an immediate family member of the director received more than $120,000 in direct compensation in any twelve-month period from Aura Solution Company Limited, other than (a) director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and (b) compensation paid to an immediate family member of the director who is an employee (other than an executive officer) of Aura Solution Company Limited; or (v) a present Aura Solution Company Limited executive officer is or was on the compensation committee of the board of directors of a company that concurrently employed the Aura Solution Company Limited director or an immediate family member of the director as an executive officer.
2. Relationships not deemed material for purposes of director independence.
In addition to the provisions of Section 1 above, each of which must be fully satisfied with respect to each independent director, the Board must affirmatively determine that the director has no material relationship with Aura Solution Company Limited.
To assist the Board in this determination, it has adopted the following categorical standards of relationships that are not considered material for purposes of determining a director’s independence. Any determination of independence for a director that does not meet these categorical standards will be based upon all relevant facts and circumstances and the Board shall disclose the basis for such determination in the Company’s proxy statement.
A. Equity Ownership.
A relationship arising solely from a director’s ownership of an equity or limited partnership interest in a party that engages in a transaction with Aura Solution Company Limited, so long as such director’s ownership interest does not exceed 5% of the total equity or partnership interests in that other party.
B. Other Directorships.
A relationship arising solely from a director’s position as (i) director or advisory director (or similar position) of another company or for-profit corporation or organization or (ii) director or trustee (or similar position) of a tax exempt organization.
C. Ordinary Course Business.
A relationship arising solely from transactions, including financial services transactions such as underwriting, banking, lending or trading in securities, commodities or derivatives, or from other transactions for products or services, between Aura Solution Company Limited and a company of which a director is an executive officer, employee or owner of 5% or more of the equity of that company, if such transactions are made in the ordinary course of business and on terms and conditions and under circumstances (including, if applicable, credit or underwriting standards) that are substantially similar to those prevailing at the time for comparable transactions, products or services for or with unaffiliated third parties.
A relationship arising solely from a director’s status as an executive officer of a tax exempt organization, and the contributions by Aura Solution Company Limited (directly or through the Aura Solution Company Limited Foundation or any similar organization established by Aura Solution Company Limited) to the organization are less than the greater of $1,000,000 or 2% of the organization’s consolidated gross revenues during the organization’s preceding fiscal year (matching of employee charitable contributions are not included in Aura Solution Company Limited’s contributions for this purpose).
E. Products and Services.
A relationship arising solely from a director utilizing products or services of Aura Solution Company Limited in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable products or services provided to unaffiliated third parties.
F. Professional, Social and Religious Organizations and Educational Institutions. A relationship arising solely from a director’s membership in the same professional, social, fraternal or religious association or organization, or attendance at the same educational institution, as an executive officer or director.
G. Family Members. Any relationship or transaction between an immediate family member of a director and Aura Solution Company Limited shall not be deemed a material relationship or transaction that would cause the director not to be independent if the standards in this Section 2 would permit the relationship or transaction to occur between the director and Aura Solution Company Limited.