Investor Relations

Sub Committees

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The Audit Committee is responsible for reviewing the company’s financial reporting, reviewing the adequacy of the company’s internal control and risk management systems, comply with all applicable laws, rules, regulations, including the preparation of reports or providing comments to the Board for approval or to propose to the Shareholders’ Meeting as the case.

Audit Committee comprises 3 members as follows:

No. Name Position
1 Mr. Noppadol Dheerabutrvongkul Chairman of Audit Committee/Independent Director
2 Mr. Santi Niamnil Audit Committee/Independent Director
3 Dr. Pallapa Ruangrong Audit Committee/Independent Director

Audit Committee No.1 has adequate knowledge and experience to review reliability of the Company’s financial statements. Miss. Kamolphopphan Puapunsakul is an Audit Committee’s secretary.

Audit Committee’s Term on Board

Audit Committee is subject to a three-year term. In the case that a member resigns from the position prior to the expiration of his term of office, a replacing person will hold the position only for the remainder of term of office of the resigning member.

Scope of Authority and Responsibilities of the Audit Committee

  1. To ensure that the Company has fairly presented financial reports and fully disclosed information.
  2. To ensure that the Company has the appropriate and effective internal control and internal audit systems maintains the independence of the internal audit system, approves the appointment, transfer, terminate the employment of the Chief of the Internal Audit Unit and other departments responsible for internal audit.
  3. To ensure the Company’s compliance with the Laws related to the Securities and Stock Exchange, the Requirements of the Stock Exchange of Thailand and the business of the Company.
  4. To verify the correctness and completeness of the related matters or the matters which could cause conflict of interest.
  5. To verify and give comments on preventive anti-corruption measures in line with the company’s anti-corruption policy. Make sure that these measures are efficient and effective.
  6. To verify the Company’s risk management.
  7. To consider, select, propose, appoint and terminate the employment of any independent person and auditor approved by the Office of Securities and Exchange Commission to perform duty of auditing the company’s account and to offer the consideration of the auditor including attending the meeting with the auditor without the meeting organizing department at least once a year.
  8. To prepare and disclose the report of corporate governance of the Audit Committee publicly in the annual report of the Company signed by the Chairman of the Audit Committee.
  9. To carry out any other tasks .assigned by the Board of the Director as approved by the Audit Committee.
  10. To review the Charter of the Audit Committee as necessary and appropriate at least once a year.
  11. To review the report about the violation of business ethics and company’s regulation.
  12. To ensure scope of the policy management of information technology and security measure for the information technology system.
Document
The Charter of Audit Committee Download

The compositions and regulations of the Nomination and Compensation Committee consist at least 3(three) members and must be at least half of Independent Directors and the Chairman of the Nomination and Compensation Committee must be independent directors. The Nomination and Compensation Committee comprises 3 members as follows:

No. Name Position
1 Assoc. Prof. Dr. Ekachidd Chungcharoen Chairman of Nomination and Compensation Committee
2 Mr. Noppadol Dheerabutrvongkul Nomination and Compensation Committee
3 General Chaiwat Satondee Nomination and Compensation Committee

Miss Siriporn Ondee is a Nomination and Compensation Committee’s secretary.

Nomination and Compensation Committee’s Term on Board

Members of the Nomination and Compensation Committee are subject to a three-year term beginning from the date of appointment. The member who retires on expiration of his term of office may be re-elected through the consideration according to Nomination rules and procedures. In addition to vacating office on expiration of term of office, a member of the Nomination and Compensation Committee shall vacate office upon death, resignation and dispossession of qualifications.

Scope of Authority and Responsibilities of the Nomination and Compensation Committee

According to the Charter of the Nomination and Compensation Committee is responsible for the selection and the nomination of candidates to serve as Directors, Chief Executive Officer and Senior Executives, and provide suggestions and comments about the compensation management schemes to the Board of Directors for approval or to propose to the Shareholders’ Meeting as the case.

The Board of Directors’ Meeting No. 2/2020, held on February 20, 2020, reviewed and approved to determine the scope, authority and responsibility of the Nomination and Compensation Committee as follows:

  1. Nomination
    1. To consider the appropriateness of structures and compositions of the Board of Directors and Sub- Committee.
    2. To consider criteria and procedures for recruiting qualified candidates to a director and the executive management positions, comply with Corporate Governance best practice.
    3. To consider the selection of qualified directors according to the criteria and procedure of nomination of directors, sub-committee and executive management proposed to the Shareholders’ Meeting or the Board of Director, depending on the composition of the Board, knowledge, ability and experience that are beneficial to the company business.
    4. To provide development plan, knowledge and skill in directorship continuous, provide an orientation new director to know deeply information related to business operation and related regulatory.
    5. To review the succession plan for the board and top management.
  2. Compensation
    1. Stipulate regulations and review remuneration structure of the Board of Directors, the Sub-Committees by proposing to the Board of Directors to approve and proposed to the meeting of the shareholders for approval.
    2. Determine the evaluation regulations and remuneration for top management by proposing to the Board of Directors to approve.
    3. Consider the remuneration structure for staff members and propose the timeline for salary adjustment and annual bonus for the group company to the Board of Directors for an approval.
    4. Consider conditions of the issuance of new securities as appropriate and provide approval upon the Company’s issuance of new securities to the Directors or staff and when the Directors or staffs receive the new securities of more than (five) 5% of the total allotted securities. There should be no Directors or employee receive the aforementioned allotted securities more than (five) 5%.
  3. Evaluation of its own performance, the Nomination and Compensation Committee 1 time per year for presentation to the Board of Directors.
  4. Annually prepare performance yearly report to the Board of Directors and shareholders’ meeting.
  5. To revise the Charter of the Nomination and Compensation Committee 1 time per year as necessary and appropriate
  6. To perform other duties as assigned by the Board of Directors and law regulations or as necessary and appropriate.
Document
Nominating and Compensating Committee Charter Download

Risk Management Committee members included Board of Directors, Executive and/or external scholars who was appointed by Board of Director. The total membership of not less than five (5) members.

Risk Management Committee comprises 3 members as follows:

No. Name Position
1 Asst.Prof.Dr.Suluck Pattarathammas* Chairman of Risk Management Committee
2 Dr. Pallapa Ruangrong Risk Management Committee
3 Mr. Boonchai Suwanvuttiwat Risk Management Committee

Note: * Asst. Prof. Dr. Suluck Pattarathammas was appointed to be Risk Management Committee-external scholar Miss. Saowapa Choorujiporn is a Risk Management Committee’s secretary.

Risk Management Committee’s Term on Board

Members of the Risk Management Committee are subject to a three-year term beginning from the date of appointment. In addition to vacating office on expiration of term of office, a member of the Risk Management Committee shall vacate office upon death, resignation and dispossession of qualifications.

Scope of Authority and Responsibilities of the Risk Management Committee

The Board of Directors’ Meeting No. 12/2018, held on November 13, 2018, reviewed and approved to determine the scope of authority and responsibility of the Risk Management Committee as follows:

  1. To scrutinize company-Risk Management Policy and overall procedures that covered all defined important Risks which are as Financial Risk; Investment Risk; Operation Risk; Fraud Risk etc. This is not limited to assessment following up review the sufficiency of execution and its effectiveness of The Risk Management Policy and its system for propose to The Board of Director for approval.
  2. To define The Risk Management Plan and its strategies including required resources using conforming to The Corporate Mission and Strategies.
  3. To oversight execute and manage The Risk Management Strategy continuously to make sure that such strategies and all related procedures/process have been implemented appropriately and efficiently covering all defined Risks until they are in the Risk Appetite Level.
Document
The Charter of Risk Management Committee Download

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