Time to Step Up the Planning for Implementation of CG Code 2018

For listed companies in the SET, several regulatory updates are in the pipeline that are worthy of notice and action.  The one that I would like to raise today is the updated Corporate Governance Principles or CG Principles.  SEC recently announced the introduction the Corporate Governance Code or the CG Code, the updated version of CG Principles.  This CG Code is developed as ‘practice principles’ integrating the essence of principles and best practices of the G20/OECD Principles of Corporate Governance, the Stock Exchange of Thailand Principles of Good Corporate Governance, principles of social and environment responsibilities for business, and the business leadership concept.  It defines the CG Code as the board’s roles and responsibilities for the company’s long-term development of sustainable value creation. 
  1. Establish Clear Leadership Role and Responsibilities of the Board 
  2. Define Objectives that Promote Sustainable Value Creation
  3. Strengthen Board Effectiveness
  4. Ensure Effective CEO and People Management
  5. Nurture Innovation and Responsible Business
  6. Strengthen Effective Risk Management and Internal Control
  7. Ensure Disclosure and Financial Integrity
  8. Ensure Engagement and Communication with Shareholders
The key difference between the current CG versus the CG Code is in the ‘apply or explain’.  The company board of directors is urged to apply these principles as suited to the company’s business.  However, if any of the principles or sub-principles cannot be applied or are not applicable, it is the duty of the board to provide an explanation. 

Effective 2018, companies will be required to disclose in the annual report and Form 56-1 a formal acknowledgement of the board, by means of recording the meeting resolution, that it has considered and reviewed the CG Code for the company’s business. The resolution should also include reasons for non-application.
2018 is only six months away.  The clock is ticking, it is time to make time for CG Code planning and implementation.
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