The Board of Directors is the driving force of the organization. Its roles and duties are to set strategies and policies pertaining to business operation for the Company. The Board of Directors must perform its duties responsibly, carefully and loyally in order to maximize the Company’s benefits and act in fairness to all stakeholders, according to the principles of good corporate governance. In addition, the board plays an important role in overseeing and assessing the performance of the Management to ensure the accomplishment of the Company’s action plan. The Board of Directors has thus resolved to adopt this Charter of the Board of Directors so that every director is aware of his/her duties and responsibilities and performs them correctly and completely.
The Chairman of the Board is responsible for leading the Board with the following duties and responsibilities:
The compositions of the Board of Directors are as follows:
At each annual general meeting of shareholders, one-third of the total number of the directors shall retire from office. If the number of directors is not a multiple of three, then the number of directors nearest to one-third shall retire from office. The director who has held office the longest shall retire. Retiring directors are eligible for re-election.
The date and time for the Board meetings shall be planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant.
The Board of Directors is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s regulations, Articles of Association, the Board of Directors’ charter, and the resolutions at the shareholders’ meeting.
The Board of Directors assigns the Nomination and Remuneration Committee to review the policy and criteria for directors’ remuneration and recommend the Board of Directors prior to proposing to the shareholders’ meeting for approval.In determining the composition of the remuneration package, the nature of the role, duties and responsibilities performed and market practice are taken into consideration. The package shall also be competitive with the industry’s benchmark.
The Board of Directors shall review and evaluate the adequacy and appropriateness of the Charter on an annual basis.
Apart from this, the delegation of authority by the Board to the management is clear, details as disclosed under the section of “Corporate Governance”.
The Nomination and Remuneration Committee comprises 4 Independent Directors of the Company :
To assist the Nomination and Remuneration Committee in achieving its objectives, the Nomination and Remuneration Committee shall have the discretion to appoint appropriate third party consultants to review existing employee related policies, propose new employee benefit and welfare programs and/or undertake other human resource related research and studies.
The term of office of a member of the Nomination and Remuneration Committee shall be 2 years. A member of the Nomination and Remuneration Committee who vacates his/her office by rotation may be re-appointed.
Audit, Risk and Corporate Governance Committee formally convened four meetings with the Company’s external auditors and internal auditors including the management in order to review the compliance with accounting standard requirements and internal controls prior to approving the quarterly reports and the annual financial statements. Including, the Audit, Risk and Corporate Governance Committee attended one non-management meeting with the external auditor to deliberate accounting approaches and audit plans.
the Audit, Risk and Corporate Governance Committee shall report such transaction or act to the Board for rectification within the period of time that the Audit, Risk and Corporate Governance Committee thinks fit. If the Board or management fails to make a rectification within such period of time, any Audit, Risk and Corporate Governance Committee member may report on such transaction or act to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand;
In order that the objectives of performance of the duty by the Audit, Risk and Corporate Governance Committee be fulfilled, the Audit, Risk and Corporate Governance Committee shall have the following power:
The Audit, Risk and Corporate Governance Committee shall have the power to investigate related persons and matters within its scope of the authority and duty and shall have the power to employ or ask a specialist to provide advice and opinions as deemed appropriate by the Audit, Risk and Corporate Governance Committee.
The term of office of a member of the Audit, Risk and Corporate Governance Committee shall be 2 years. A member of the Audit, Risk and Corporate Governance Committee who vacates his/her office by rotation may be re-appointed.