The Company's risk management has consistently been developed since the establishment of the Risk Management Committee in 2013 to oversee the risk management of the company by issuing the policies and creating the framework. The Committee makes certain that appropriate level of risk management has been taken and informs the board of directors on matters of significant risks. In 2014, the Company developed its risk management systems by extending from the direction implemented by EY office Limited, the consulting firm, in accordance with the international standards of COSO ERM (Enterprise Risk Management - Integrated Frame work, the Committee of Sponsoring Organizations of the Treadway Commission) and ISO 31000 (Risk Management, Australian/New Zealand Standards: AS/NZ ISO 31000:2009).
OUR RISK CULTURE
Thai Union Group is aware of the importance of risk management and is committed to systematic and consistent risk management throughout. The company and its local and overseas subsidiaries aim to promote good corporate governance, bolster confidence among investors and facilitate the achievement of the organization’s objectives through our risk culture.
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OUR RISK MANAGEMENT STRUCTURE
The company has clearly established a risk management structure. The Board of Directors has overall responsibility to oversee that risk management is appropriately and effectively implemented by management. The Risk Management Committee (RMC) is assigned by the Board of Directors to oversee risk management implementation to ensure it complies with the company’s risk management policy, framework and process and report key corporate risks to the company’s Board of Directors.
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Risk Management Committee Charter
Risk Management Committee (RMC) is assigned by the Board of Directors to oversee the effectiveness and efficiency of the Company's Enterprise risk management process. Risk Management Committee Charter is developed to define a framework of risk management activities, authority, roles and responsibilities for RMC and to support RMC in the oversight of the effective risk management.
Composition and qualification
Risk Management Committee is appointed by the Board of Directors. Members of RMC shall be the Company's management and/or qualified person with at least one being a member of the Board of Directors. RMC should comprise of neither less than five nor more than nine members.
- Members of RMC shall possess the expertise and knowledge in the Company's business and provides recommendation in the Company's risk management.
- RMC shall have a three-year term of office. A member, whose term has expired, shall be re-appointed by the Board of Directors to resume his/her duty.
- Risk Management Committee shall lose his/her membership when the end of the term, resignation, ceasing from being a Company's Board member or management, or death.
- In case of the member of Risk Management Committee losing his/her membership prior to the end of the term, the Company's Board member, management and/or qualified person shall be newly appointed to replace the former member. The newly appointed member shall be in a position only for the remaining term of the former member.
- The remuneration of Risk Management Committee shall be proposed by the Nomination and Remuneration Committee and approved by the Board of Directors on an annual basis.
Authority, Duties and Responsibilities
- Establish the risk management policy and framework.
- Continuously monitor and develop the risk management framework and risk management process of company and its subsidiaries, aligned with international guidelines.
- Oversee the continuous activities of assessment, analysis and review of the Company and its subsidiaries' significant risks, under normal and crisis condition.
- Consider and provide comment on the Company's risk appetite and risk assessment criteria.
- Acknowledge and provide comment on the adequacy and appropriateness of risk assessment results and mitigations.
- Oversee the implementation of risk management, aligned with the risk management framework.
- Regularly report the Company's significant risks, mitigations and improvement to the Board of Directors.
- Encourage risk management culture and cooperation in the Company and its subsidiaries.
- Oversee and support risk management function to be aligned with the Company's policies and objectives.
- Communicate and share the information of significant risks and mitigations with Audit Committee at least yearly.
- Provide comments and recommendations on the use of external advisor regarding risk management framework, scope and implementation.
- In case of workload over resources of Risk Management Department, provide comments and recommendations on the use of external service provider in assisting risk management function.
- RMC shall hold regular meetings at least quarterly, as appropriate.
- At least half of all RMC members must attend the meeting.
- RMC shall invite other parties to attend the meeting, as appropriate.
- The resolution of the meeting shall be on majority basis. In case of equal voting, Chairman of RMC shall decide.
- Chairman of Risk Management Committee shall call a special meeting to consider significant risks or other issues, as necessary.
- RMC shall hold a meeting with Audit Committee at least yearly.
- Secretary of Risk Management Committee or Risk Management Manager shall be responsible for the meeting appointment and arrangement by confirming the meeting date, time, venue and agenda, and distributing related documents in advance of the meeting to each RMC member. The minutes of the meeting shall be prepared and submitted to RMC after the meeting.
Risk Management Committee shall report the results to the Board of Directors and prepare Risk Management Committee report to be disclosed in the Company's annual report.
Risk Management Committee shall perform self-evaluation of their performance at least yearly and report the results to Board of Directors, also shall improve the performance efficiency and objective achievement following to the evaluation.
Review and amendment
Risk Management Committee shall review and amend the charter, as appropriate or at least yearly, to ensure that the content of the Charter is aligned with the risk management policies and objectives. The review and update shall be approved by the Board of Directors.
Risk Management Committee
|Name||Position||Risk Management Position|
|1. Mr. Kirati Assakul||Independent Director||Chairman of Risk management Committee|
|2. Mr. Sakdi Kiewkarnkha||Chairman of Audit Committee/
|Member of Risk management Committee|
|3. Dr. Thamnoon Ananthothai||Audit Committee/ Independent Director||Member of Risk management Committee|
|4. Mr. Thiraphong Chansiri||President & CEO||Member of Risk management Committee|
|5. Mr. Joerg Ayrle||Group CFO||Member of Risk management Committee|
|6. Mr. Chan Shue Chung||Head of Group Human Resources||Member of Risk management Committee|
|7. Ms. Whitney Small||Head of Group Corporate Communications||Member of Risk management Committee|
|8. Dr. Darian McBain||Group Director, Sustainable Development||Member of Risk management Committee|
|9. Dr. Sven Massen||Group Strategy Director||Member of Risk management Committee|
OUR RISK MANAGEMENT FRAMEWORK AND PROCESS
The company’s risk management framework is established in accordance with the international standards of COSO ERM (Enterprise Risk Management - Integrated Frame work, the Committee of Sponsoring Organizations of the Treadway Commission) and ISO 31000: Risk Management. It is a guideline for management and employees to operate consistently. The risk management framework consists of six key steps which are 1. Risk identification 2. Risk assessment criteria 3. Risk analysis and assessment 4. Risk treatment 5. Monitoring and reporting 6. Communication and coordination.
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Risk Factor 2016
Thai Union Group (Public) Company Limited recognize the importance of strong, systematic risk management, be consistent with international standards and promote continuous development. Corporate risks will be assessed and managed properly, especially significant risks above the appetite level which must have defined mitigation plans, consistently monitored risk status, and reported the progress of mitigation plan to top management and the Risk Management Committee every quarter.
The illustration below provides insights and explanations of what Thai Union Group perceives as material risks to the achievement of the Group’s objectives in 2016. In addition, the company recognizes that there are also relevant risk factors which could impact the company in the next three years. Both risk categories are included in this chapter. Some risks are currently identified as not having significant impact on the business in 2016, but which at a later stage could develop into a significant impact. Our risk management systems endeavor to ensure the timely identification and action of risk trends. The table below summarizes the major risk factors. The symbols represent management’s assessment of how these risks are expected to develop compared with the previous year.
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Thai Union also anticipate some emerging risks, which are currently immaterial, involving external environment. Learn more about our Emerging Risks click here