Board of Directors
Term of membership
The term of membership for the Board of Directors is three years from the date of appointment. Any retiring member of the Board of Directors committee may be re-elected.
Scope of power, duties, and responsibilities of the Board of Directors
- To perform their duties in accordance with the law, our company’s objectives, articles of association, and resolutions of the Board of Directors and shareholders, and with responsibility, care and honesty, including behaving as a role model in the corporate culture according to the Company’s Code of Conduct
- To determine main policies for business operations such as Risk Management Policies, Anti-Fraud and Corruption Policy, Information Technology Resource Management Policies, etc., and ensure that the management implements the policy appropriately as well as providing development plans for directors, executives and succession plans.
- To consider and approve the vision, business strategies, business direction, business policy, target, guidelines, operation plan and annual budget of our Company and subsidiaries as prepared by the Executive Committee and management and reviewed annually.
- To consider and approve transactions other than the delegation of authority to the Chief Executive Officer according to the regulations or transactions required by laws, regulations or any regulations of the company requires approval from the Board of Directors or the shareholders' meeting.
- To Supervise the management and performance of the Chief Executive Officer in order to comply with the policy set by the Board of Directors, to perform duties with responsibility and caution (duty of care) and honesty (duty of loyalty) with freedom to make decisions as well as the allocation of important resources to achieve objectives and goals appropriately.
- To Follow up, evaluate, report on the company's performance continuously to be in accordance with the objectives, goals, strategies, policies, operational plans and budgets of the company.
- To review and ensure that our company has transparent, appropriate and efficient internal controls and internal audit systems and finances, compliance with laws, regulations, policies and procedures of the company.
- To prepare balance sheets and profit and loss statements at the end of our company’s relevant accounting period and sign for certification such financial statements for submission to the annual meeting of shareholders for further approval, including ensuring the disclosure of financial and non-financial information to be trustworthy.
- To consider and approve the selection and appointment of auditors and consider appropriate compensation as presented by the Audit Committee before presenting to the shareholders at the annual general meeting for approval.
- To establish a policy on corporate governance in accordance with good corporate governance principles written and the effective implementation of Code of conduct and policies to ensure that the company respects the rights to be responsible to shareholders and stakeholders of all groups with fairness.
- To consider the appointment of a person who possesses the requisite qualifications and does not possess any characteristics prohibited under the Public Limited Company Act (as amended) B.E. 2535 and the Securities and Exchange Act B.E. 2535 (as amended) as well as any relevant notifications, rules and/or regulations, as a director of our company should there be a vacancy in the Board of Directors due to a cause other than a director retiring by rotation, and to consider and approve the appointment of directors replacing the directors retiring by rotation and to determine the remuneration for directors in order to submit to the annual meeting of shareholders for further approval.
- To appoint the Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Governance Committee, Executive Committee, or any other sub-committees and to prescribe the roles and responsibilities of such committees in order to enhance the performance of the Board of Directors.
- To prescribe and change the names of directors who have the power to sign to bind our company.
- To determine and review the structure of the Board of Directors, size, composition, proportion of independent directors, powers, duties and responsibilities to be appropriate, including a person who will be a director of the company must be a person who is honest in duty, has vision, knowledge, ability, experience and must devote time to the company by stipulating to perform duties with independence in making decisions by specifying at least 1 female director.
- To consider the appointment of executives in accordance with the definition prescribed by the Thai SEC or the Capital Market Supervisory Board and our company’s secretary and to consider the remuneration of executives as proposed by the Nomination and Remuneration Committee.
- To assign authority and responsibility for day-to-day business administration to the Chief Executive Officer. The powers and duties are clearly separated from the powers and duties of the Chairman of the Board. The Board of Directors is responsible for monitoring the performance of duties assigned.
- To seek professional advice from third-party organizations as appropriate, if necessary.
- To encourage our directors and executives to participate in the Institution of Directors’ seminar courses, which relate to their duties and responsibilities.
- To review and ensure that our company is operated efficiently and to protect the interests of all relevant stakeholders to create sustainable value for the business enable the business to be competitive and have good operating results in the long term and to conduct business ethically according to the business ethics promote innovation and use technology to create competitiveness that benefits society and reduces negative impacts on the environment and result in being able to operate business sustainably and be able to adapt under changes.
Audit Committee
Term of membership
The term of membership for the Chairman and members of the Audit Committee is three years from the date of appointment. Any retiring member of the Audit Committee may be re-elected.
Scope of power, duties, and responsibilities of the Audit Committee
- To review and ensure that our company provides a sufficient and accurate report of our financial statements.
- To review and ensure that our company has appropriate and efficient internal controls and internal audit systems to consider the independence of our Internal Audit Unit and to approve the appointment, transfer, termination of employment of the Chief of Internal Audit Unit or any other unit responsible for internal audit.
- To review and ensure that our company complies with the securities and exchange laws, regulations of the SET and the laws relating to our company’s business.
- To consider, select and nominate an independent third-party to be our company’s auditor, and to determine the audit fee, as well as to participate in at least one meeting per annum with the auditor without participation of management.
- To consider and ensure that our company’s connected transactions or transactions that may result in conflicts of interest are in compliance with the laws and the rules of the SET and to ensure that the terms of such transactions are reasonable and in the best interest of our company.
- To prepare the Audit Committee’s report which will be disclosed in our Company’s annual report. The report must be signed by the Chairman of the Audit Committee and shall contain at least the following details:
- Opinion on the accuracy, completeness and reliability of our Company’s financial report;
- Opinion on the sufficiency of our company’s audit control system;
- Opinion on the compliance with the securities and exchange laws, regulations of the SET and the laws relating to our company’s business;
- Opinion on the suitability of the auditor;
- Opinion on the transactions which may result in conflicts of interest;
- Number of meetings of the Audit Committee and attendance records of each member of the Audit Committee;
- Comments or overall remarks obtained by the Audit Committee regarding its performance under the Charter; and
- Other matters which shareholders and general investors should be informed of as assigned by the Board of Directors.
- To perform any other activities as designated by the Board of Directors.
- If the Audit Committee, in the course of the performance of their duties, finds or suspects the occurrence of one of the following transactions or actions which may significantly affect our company’s financial standing and operating results, the Audit Committee shall report the same to the Board of Directors such that any rectification will be made within a time frame that the Audit Committee deems appropriate:
- a transaction resulting in a conflict of interest;
- fraud or any major irregularity or defect in the internal control system;
- o a violation of the securities and exchange laws, regulations of the SET and the laws relating to our company’s business.
If our company’s Board of Directors or management fails to rectify the problem within the time deemed appropriate by the Audit Committee, any one member of the Audit Committee may report the matter to the Thai SEC or the SET.
- To review and propose an amendment to the scope, duties and responsibilities of the Audit Committee as appropriate.
- To review the regulations and operation results of the past year at least once per year.
Executive Committee
Term of membership
The term of the Executive Committee is three years from the date of appointment. Any tiring term of the Executive Directors may be re-elected.
Scope of power, duties, and responsibilities of the Executive Committee
- To consider and prepare our company’s policies, business strategies, targets and operational plans, financial targets and budget taken with proper consideration of business factors and propose the same to the Board of Directors for approval. In case of a change of situation, the Executive Committee may review the approved budget in order to be appropriate with such a changed situation.
- To control, oversee and monitor operations according to our company’s management policies, business strategies, targets and operation plans, financial targets and budget as approved by the Board of Directors in an efficient manner for the business including providing advice on management to high-level executives.
- To determine the organizational structure and management policies, the appointment and transfer of the management of each business, consider and monitor the management plans to create the replacement of the management including manpower planning and determine the criteria for consideration and evaluation of management.
- To study the feasibility of the investment of new projects and have the authority to consider and approve the investment or joint-venture with any individuals or entities or other business sectors in the criteria that the Executive Committee deems appropriate to carry out our company’s objectives including the consideration and the approval of the expenditure for such investment. To enter into agreements and/or any actions related to such matters until finishing according to the financial amount and/or related laws and regulations and/or our company’s articles of association.
- To monitor the operating results and the progress of the investment projects of each business and report the results including problems or obstacles and the guidelines for revisions to the Board of Directors.
- To provide the recommendation or opinion to the Board of Directors regarding the projects, proposals or entering into any transactions relating to the business operations of our company including the consideration of options for fundraising, if necessary and exceeding of the financial amount and/or specified by related laws and regulations or our company’s objectives to have the approval of shareholders or Board of Directors meeting.
- To consider and approve the entering into of a financial transaction with a financial institution to open a bank account, borrow money, apply for credit, pledge, mortgage, guarantee and others including sale and purchase acts and the registration of the proprietary rights of any lands according to the purposes of the business operations of our company as well as the entering into the agreements, filing applications/proposals, communicating and performing actions with the government entities in order to obtain the rights of our company and/or any operations relating to such matters until finishing according to the financial amount and/or related laws and regulations and/or our company’s articles of association.
- To consider and approve the rules, regulations, management policies and the operating business of our company or any actions binding upon our company.
- To supervise the implementation of the risk management policy and Risk Management framework, so that the company has an effective risk management system throughout the organization and has continued practice.
- To supervise and support the implementation of risk management with the strategy and operational goals, including fostering a risk management culture throughout the organization.
- To review the system or assess the effectiveness of risk management at least once a year.
- To report to the Board of Directors on risks and risk management plans that are important to the organization. In case of factors or important events which may have a significant impact on the company must report to the Board of Directors for acknowledgement and consideration as soon as possible.
- To appoint and/or assign to the members of the Executive Committee or any person or persons on any matters within the authority of the Executive Committee that the Board of Directors deems appropriate. The Committee may revoke or amend such authority.
- To have the duties and responsibilities as assigned by or according to the policies of the Board of Directors.
- To consider and approve the manual of authorities for the acknowledgment of their scopes, responsibilities and authorities and to be the operating manual by having the reference and according to the procedures methodically.
Nomination and Remuneration Committee
Term of membership
Term of membership for the Nomination and Remuneration Committee is three years from the date of appointment. Any retiring member of the Nomination and Remuneration Committee may be re-elected.
Scope of power, duties, and responsibilities of the Nomination and Remuneration
Nomination
- To consider and propose the structures, elements and qualifications of the Board of Directors and sub-committees.
- To consider the nomination criteria and process as well as to nominate qualified persons for holding office as directors to the consideration of the Board of Directors in order to propose to the shareholders’ meeting, in case of the vacancies by rotation and in order to propose to the Board of Directors in other cases
- To consider and screen in case of vacancies the persons who are qualified to be the executives of our company, for example the Chief Executive Officer.
- To consider the approval of the succession plans of key executives of our company.
- To consider setting guidelines for the performance evaluation of the Board of Directors and sub-committees to propose to the Board of Directors for consideration and follow up to have the evaluation according to the said guidelines in order to develop the work.
- To consider establishing a development plan for training for the board of directors and key executives of the company to enhance the capabilities of the board and key executives of the company, and arrange for an orientation program for new board members.
- To consider establishing a development plan for Chief Executives Officer and key executives (Succession plan) to prepare capable individuals for the seamless transition to key roles
Remuneration
- To consider the annual remuneration of directors and top executives of the company including meeting allowance, annual bonus, welfare and other benefits by presenting the remuneration to the Board of Directors.
- To consider the schemes and criteria concerning the appropriate remuneration for the company’s committees and executives.
Risk Management Committee
Term of membership
The Risk Management Committee has a term of office of 3 years from the date of appointment. Members of the Risk Management Committee who retire by rotation may be re-elected.
Scope of power, duties and responsibilities of the Risk Management Committee
- To consider policies, strategies, guidelines for risk management of the Company as a whole including defining, reviewing and improving policies, strategies and guidelines for risk management of the company to present to the Board of Directors for approval.
- To assess and identify significant risks that may occur to the company so that the company has appropriate risk management including assessing the impact to suggest ways to prevent or reduce risks as well as follow up, evaluate and improve the operations of the risk management department appropriately.
- To promote and support the improvement and development of the Company's risk management system and prepare risk assessment reports or risk management processes of the company on a continuous and regular basis.
- To provide advice, suggestions and support to the Board of Directors, executives and management.
- To communicate and exchange information and coordinate with the Audit Committee on risks and internal controls at least once a year .
- To evaluate and report the performance of the Risk Management Committee to the Board of Directors.
- To perform any other tasks as assigned by the Board of Directors with the approval of the Risk Management Committee.
Corporate Governance and Sustainability Development Committee
Term of membership
The term of membership for the Corporate Governance and Sustainable Development Committee is three years. Any retiring member of the Corporate Governance and Sustainable Development Committee may be re-elected.
Scope of power, duties and responsibilities of the Corporate Governance and Sustainability Development Committee
- To review and improve vision, mission, strategies, goals, and ethics related to good corporate governance and sustainable development for stakeholders, economy, society, and the environment by the law, good practice universal to propose to the Board of Directors.
- The implementation of policies and/or practices related to good corporate governance and sustainable development. This includes, but is not limited to, aspects of social responsibility towards society, communities, and the environment. It also covers combating corruption, corporate social responsibility, health, occupational safety, human rights, workplace rights, and climate change.
- To give consultation, advice, promotion, and support for good corporate governance and sustainable development.
- To consider, review, and improve strategies for good corporate governance and sustainable development, such as addressing climate change.
- To communicate, exchange information, and coordinate activities related to good corporate governance and sustainable development risks, such as addressing climate change, directly with the Risk Management Committee or assigning management to handle the risks associated with these matters.
- To perform any other tasks as assigned by the Board of Directors. This must be approved by the Corporate Governance and Sustainable Development Committee.