1. Introduction
1.1 Purpose
Roojai Insurance PCL. (“Roojai”) conducts a general insurance business which aims for long term growth and sustainability. Roojai intendsto operate our business in compliance with relevant laws and regulations. We emphasize on good corporate governance and to follow our Business Code of Conduct and treat all our customers and business partners with fairness.
With these goals in mind, we adopt this Good Corporate Governance Policy and Framework for our Board of Directors, management, and employees in order to provide guidelines to operate the business with transparency and accountability for customers and stakeholders in accordance with OIC Announcement Re: Good Corporate Governance for Non-Life Insurance Company B.E. 2562.
This policy is established and approved by Roojai’s Board of Directors and shall be reviewed at least once every year, and to be updated as needed to reflect the current circumstances. Roojai shall submit a copy of this Policy to the OIC within 1 month following the Board’s approval of any material changes made to this Policy.
1.2 Scope
This Policy is applied to the Board of Directors, management, and employees of Roojai.
2. Roojai Business Operation Principles
To comply with good corporate governance and the stated objective of sustainable growth, Roojaishall operate its business under the principles as follows:
- Competitiveness performance with long-term vision
- Ethical and responsible business
- Good corporate citizenship
- Corporate resilience
3. Good Corporate Governance Framework
The Board of Directors has the responsibility to establish a good corporate governance framework including business strategies and material policies which continuously monitor the company’s business operations to ensure transparency, fairness, and accountability to the stakeholders and sustainable long-term value to the business. To achieve these goals, Roojai has established the Good Corporate Governance Policy and Framework as follows:
3.1 Structure, Composition and Qualification of the Board of Directors
Roojai shall establish the structure, composition, and numbers of members of the Board of Directors to be appropriate to the size and type of business, with checks and balances of the authority and capability of the Board and in accordance with the Non-Life Insurance Act, the Public Company Limited Act, and any other applicable laws and regulations.
The director recruitment process must be transparent, and the remuneration shall be appropriate to the roles and responsibilities of each director.
The Board of Directors shall have the knowledge and understanding of their roles, and have suitable experience for the company’s unique complexities and risks ; and at least 1 of the directors should be knowledgable regarding IT matters. The directors of Roojai shall have the required qualifications and shall not have any prohibited characteristics as proscribed by the Non-Life Insurance Act, and the board share have a composition as follows:
- at least 5 directors, where not less than half of the directors reside in Thailand;
- number of executive directors shall not be more than 1/3 of total directors;
- number of independent directors shall not be less than 1/4 of total directors and having the required qualifications according to the law; and
- The Chairman of the Board of Directors must be an independent director or non-executive director.
3.2 Company’s Directions and Policies
The Board of Directors must establish the company’s policies, business strategies, and annual plan which are consistent with the company’s business objectives, including the approval of the company’s internal policies, which should cover, at minimum, the following topics;
- Conflict of Interest Policy, to ensure that there will be no activities which are in conflict with personal interests, or in conflict between the company’s interests and employee’s personal interests.
- Effective Whistleblowing Policy, to be a channel for reporting any unlawful activities or against the company’s internal policies, operations or Business Code of Conduct including providing various channels to report, both for employees and third parties. Moreover, the company should establish an effective measure to ensure that the company will take appropriate action for the incident that has been reported and there will be no consequences or retaliation against the person who reported in good faith.
- Remuneration Policy, which covers directors, management and key personnel in internal control units as well as employees in key risk areas.
- Business Code of Conduct, to be the guideline for directors, management and employees to uphold and follow.
3.3 Internal Controls and Appropriate Audit and Monitoring
The Board of Directors must establish a process for internal controls for the company’s operations in order to effectively audit and monitor the company, as follows:
- Separation of the duties of monitoring and managing and clearly set out the roles and responsibilities of the Board of Directors, management and key control personnel for appropriate monitoring and management.
- Establish an appropriate and suitable risk management system by establishing a risk management unit, risk management framework, and policy. Risk assessment in accordance with the relevant regulations to control the company’s risk appetite and promote a risk awareness culture within the company.
- Establish internal control systems and audits by an internal audit unit which reports directly to the Audit Committee and the Board of Directors.
- Appoint the committees under the Board of Directors as appropriate to the company’s business for overseeing and supporting the Board of Directors duties. The Board of Directors of Roojai has appointed the committees as follows:
- Audit Committee
- Nomination and Remuneration Committee
- Risk Management Committee
- Investment Committee
- Distribution Committee
- IT Steering Committee
- Product Governance Committee
- Claims Committee
- Monitoring on the company’s financial accounts by appointing an independent auditor, where such independent auditor shall receive appropriate remuneration. The auditor must, at minimum, have an understanding of the insurance business, insurance reserves assessment, and insurance business operations and must be an auditor who is certified by the Securities and Exchange Commission.
Moreover, the auditor must submit the Management Letter and Management recommendation to the Board of Directors and have a meeting between the Board of Directors or Audit Committee and company’s auditor at least once annually without the attendance of any executive directors. - The Board of Directors shall undergo an assessment annually to ensure that the Board has fulfilled its duties effectively.
- Monitor the company to ensure accurate financial statements and disclosure of the company’s information to the public with transparency and as required by law. Roojai discloses the following information on the company’s website:
- Good Corporate Governance Information; and
- Financial Information, both annually and quarterly.
3.4 Continuously Monitoring Company’s Business Operation
To ensure that the Company is operating in accordance with relevant laws and regulations, the Board of Directors shall have the responsibility to monitor the company’s business operations as follows:
- To comply with laws and regulations relevant to Roojai’s business operations by establishing a Compliance Unit to ensure that the Company’s business operations are in accordance with the laws and to promote compliance awareness to employees in the company.
- To monitor management’s activities to be in accordance with strategies and policies which was set by the Board of Directors, and to participate in considering matters and providing necessary advice to the management.
- To monitor the sufficiency of the company’s capital for the current business operation and for the future and closely monitor liquidity and overall risks of the company.
- To monitor the management’s reports on material issues, such as financial reports, business performance comparedagainst the estimated goals, results of risk assessment and significant changes to the Company’s risk profile, capital levels, and investment results.
- To monitor for the fair treatment of customers by establishing clearly defined processes or procedures for insurance offers and claim payments to avoid misleading or exploitation of customers.