The Board consists of Directors with varied qualifications, skills, experiences,
and expertise that are beneficial to the Company and in accordance with the
requirements of the SET. Directors are appointed in accordance with the
principles and procedures of laws and Articles of Association of the Company. In
2020, the Board comprised four (4) executive Directors and five (5)
The Board acts independently from the management. There is a clear segregation of
duties and responsibilities between the Board and management. The Board
formulates policies, provides strategic business direction, as well as
overseeing and ensuring that operations are carried out according to the highest
levels of transparency and disclosure, and in accordance with the respective
To ensure an appropriate balance of authority, increased accountability, and a
greater capacity of the Board for independent decision-making, the Company has a
clear division of responsibilities at the top level, with the Chairman of the
Board and the Chief Executive Officer of the Company having clearly separated
Directors of the Company must have the qualifications and experiences that meet
the needs of the Company and do not have any prohibited qualifications stated in
the Public Company Act B.E. 2535 and other related laws. The directors must
contribute their time and knowledge in their performance in the Company. The
number of Directors on the Board is in accordance with Clause 16 of the Articles
of Association which stipulates that “there shall be no less than five Directors
and no less than half of the total number of Directors who must reside in the
Kingdom of Thailand”. Clause 22 has prescribed that one-third of the Directors
must retire at each Annual General Meeting. Should the number not be divisible
by three, the number must be closest to one-third. A retiring Director is
eligible for re-election. In 2020, in the 2020 Annual General Meeting of
Shareholders on 19 June 2020, there were three directors who retired by
Dr. King Wai Chan Chairman of Board of Directors, Chairman of Executive
Mr. Antonio Hang Tat Chan Board of Directors, Member of Executive Committee,
Chief Executive Officer.
Mrs. Jiraporn Pimpoorash Independent Director, Chairman of Audit Committee.
The resolution of 2020 AGM was passed by the majority of all the votes of the
shareholders attending the meeting and having the right to vote to reappoint all
the three directors for another term.
The Company specifies the age of a director terms is 3 years. However, the
Company believes that age or the duration of service is not as important as
valuable knowledge and experiences each director bring for the benefit of the
The Board has in place adequate internal control systems to ensure that the
Company’s operations are carried out responsibly, with integrity and in
accordance with the regulations of the SEC and SET. Together with the Audit
Committee (AC), the Board safeguards the resources of the Company and ensures
that procedures and policies are adhered to in the management of the Company.
The Board is responsible for the Company’s internal control system. It ensures
that appropriate policies are in place for effective functioning of the
Company’s business operations. The Company has appointed the internal auditor to
audit the Company, then reports its findings to the Board of Directors and the
The Board and the Audit Committee will then review all items to ensure compliance
with relevant laws and regulations, as well as with internal policies with
respect to the conduct of business. The Audit Committee will review the
quarterly financial statements and report to the external auditors as well as
Internal Audit team before seeking approval from the Board. The Audit Committee
is satisfied that KWI and its subsidiaries have maintained adequate internal
controls for the year 2020.
It is the Company’s policy to appoint a Company Secretary in compliance with the
applicable Securities and Stock Exchange Act (No.4) BE 2551 (2008) and
principles of good corporate governance. The Company Secretary is further
encouraged to attend appropriate training courses to enhance his or her skills.
The Board convenes on a quarterly basis and will call for additional meetings
when required. The following reports and procedures are provided to the Board to
allow them to better anticipate risks and key drivers ahead of events so that
timely decisions can be made.
Whistle-Blower Protection Policy
The purpose of this policy is to encourage reporting in good faith of suspected
reportable conduct by establishing clearly defined processes through which such
reports may be made with confidence that employees and other reporting parties
will be treated fairly and protected from reprisal. This policy is one channel
through which the Company receives information on suspected reportable conduct
and addresses them in an appropriate and timely manner.
“Reportable Conduct” refers to any act or omission by an employee or contract
worker appointed by the Company, which occurred in the course of work, whether
or not the said act is within the scope of their employment. It includes:
Dishonesty including, but not limited to, theft or misuse of Company’s
Other serious improper conduct;
Unsafe work practices or ;
Any other conduct which may cause losses, financial or otherwise, to the company or
be seen as being detrimental to the company’s reputation.
Staffs and/or shareholders may report their complaints directly to the following
A Protected Report may be made orally or in writing. However, such
reports should preferably be in writing to ensure a clear understanding
of the matters raised. Oral reporting should be documented by the
supervisor, Receiving Officer or AC Chairman, depending on who receives
the report first. All communications relating to the allegations made in
a Protected Report should also be in writing.
The Receiving Officer will retain all documents related to Protected
Reports in a safe, secure and proper manner.
Protected Reports (whether oral or written) should be factual rather
than speculative, but need not be conclusive evidence of the alleged
Reportable Conduct. The report should include the nature of the alleged
Reportable Conduct, the name(s) of the person(s) alleged to be involved,
the date and description of the alleged wrongdoing(s) and other
pertinent information. The information disclosed should be as precise as
possible so as to allow for proper assessment of the nature, extent and
urgency of preliminary investigative procedures to be undertaken.
Whistle-Blowers must provide their names, phone numbers and addresses
so that the Receiving Officer or AC Chairman may contact them for more
information if need be.
Confidentiality of the identity of Whistle-Blowers and persons who
participate (or who intend to participate) in investigations initiated
under this policy will, to the extent possible, be maintained. Such
persons should nevertheless be cautioned that their identity may become
known for reasons outside of the control of all those involved in
receiving the Protected Report and/or investigating the matters raised
The identity of the Investigation Subject(s) will similarly be
maintained in confidence to the extent possible.
Enterprise Risk Management
Enterprise Risk Management is a process designed to identify potential events
that may impact the Company caused by changing economic, financial, social
and legal situations, and to specify sufficient protection and suitable
resolution measures to prevent and mitigate such risks, including analysis
of circumstances as well as the probability of risky events occurring. KWI’s
enterprise risk management process is implemented on a quarterly basis.
Internal Audit Report
An internal audit is conducted annually to review the adequacy and
effectiveness of key controls, procedures and processes of the Company and
its subsidiaries. A report is then generated to address three key areas,
including the adequacy and effectiveness of existing internal controls and
operational procedures, compliance with established policies and procedures,
as well as the weaknesses and recommendations for improvement in the areas
Vision, Mission and Core Value
Vision: To build a strong, sustainable and diversified business enterprise,
driven by established goals to create shareholder’s value and be mindful of
social and environmental responsibilities.
Mission: We commit to creating values and maximizing long-term sustainable
returns while being mindful of our overall responsibilities.
Responsibility : We are responsible for our actions and understand
their impact on others. We respect local culture, community and heritage and
will strive to uphold the highest standards of corporate governance, ethics
and environmental policy.
Quality : We strive for professional excellence to the highest standards
possible to deliver supreme quality products and services.
Sustainability : We are a responsible institution who makes a difference by
building and supporting sustainable communities and environment. We strive
for providing sustainable growth and profitable returns.
People : We value and strengthen relationship with all our stakeholders
including, but not limit to, customers, shareholders,
communities, suppliers, contractors, partners and employees.
Creativity : We emphasize on continually enhancing our products, services and
also our cultures by embracing innovation and encouraging the pursuit of new
Code of Conduct
The Company has a Code of Conducts in place which is circulated to related
parties, Directors, Executives and all employees. The policy addresses
standards with regards to safety discrimination and workplace harassment,
internal and external corruption or bribery, gifts as well as donations and