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Board of Directors

Authority and Responsibilities

The Board of Directors are responsible for shareholders in terms of operating the business and ensuring that the management meets the objectives for maximum benefits of shareholders, under the ethical values, with an awareness of stakeholders' benefits. The Board of Directors are also accountable for ensuring compliance with the laws and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission that were established in accordance with the Securities and Stock Exchange Act B.E.2535 (including endorsements), with the following authority and responsibilities:

  1. The Board of Directors must abide by the laws, objectives and regulations of the Company, as well as the shareholders' meeting's resolutions. They must perform duties honestly and be cautious of shareholders' benefits based on the principle of good governance, while disclosing the information in an adequate, correct and transparent manner towards all stakeholders.
  2. Identify or change the Company's authorized signatory.
  3. The Board of Directors must take part in considering important matters related to the Company's business operations in order to create added values for the business in a fair and continuous manner as follows:
    • The Company's vision, mission, strategies, financial plans, risks, execution plans and budgeting, etc. of the previous year shall be considered and signed off.
    • The management should ensure that the policies, strategies and scheduled plans are being followed up effectively and efficiently, as well as the reporting system against the target, obstacles and problem resolutions.
    • The internal control and risk management systems, including the mechanisms for filing complaints in case of whistleblowing, are readily available.
    • It is to be ensured that the business operations can be conducted sustainably over the long run, with staff member development plan and the continuity of managerial roles (Succession Plan).
  4. The Chief Executive Officer's and high-level executives' performance evaluation criteria shall be identified in a way that resonates with the objectives and execution plan, with appropriate remuneration package that reflects the operating performance, benchmarked against the same type of business.
  5. The policies concerning governance and anti-corruption shall be developed in writing. The policies should be approved at least once a year and it is to be ensured that compliance is observed, while cultivating organizational values that reflect good governance that they become the organizational culture.
  6. It is to be encouraged that the Business Code of Conduct is available in writing, so that executives and staff members understand the ethical standard employed by the Company in operating the business. It is to be ensured that compliance with such Code of Conduct is strictly observed.
  7. Transactions that may involve conflicts of interest are handled with care, with prime concern on the Company's and shareholders' benefits, while stakeholders should take part in making decisions, and compliance with regulations should be ensured, while the information related to potential conflicts of interest shall be comprehensively disclosed.
  8. The internal control system is adequately available to ensure that transactions get approved by the authorized persons, with correct verification and preparation of accounting reports, and that the auditing process is credible, with different systems that can prevent inappropriate use of the Company's assets.
  9. The Board of Directors, with the input of the Audit Committee, should provide opinions on the adequacy of the internal control and risk management systems, which are to be disclosed in the Annual Report.
  10. Allocate the mechanism to control and monitor subsidiaries to ensure that the Company's investment capital is well taken care of. In this regard, the individuals assuming the director position in subsidiaries shall have appropriate qualifications to ensure compliance with the Company's policy and that the transactions are conducted lawfully in accordance with the securities and exchange laws, as well as the Stock Exchange's announcement.
  11. Appoint the Company Secretary to provide information on rules and regulations that directors should be aware of, as well as coordinate with other parties to ensure compliance with the Board's resolutions.
  12. Execute performance evaluation for the Board of Directors and sub-committees on an annual basis.
  13. Report the Board of Director's responsibility in preparing the statement of financial position, to be attached with the auditor's report in the Annual Report. The statement should cover key matters based on good practices required of directors of listed companies in the Stock Exchange of Thailand.
  14. The Board of Directors are eligible to invite an expert(s) to be the advisor(s), whereby the invitee(s) does not have the voting right in the Board of Directors' meeting.
  15. The Board of Directors may appoint any individuals to operate the Company's business, under the control and supervision of the Board. The Board may also authorize such person and/or for a certain period of time deemed appropriate, and can terminate, withdraw, change or amend such authority.
  16. Consider and approve inter-related transactions that may involve conflicts of interest, benefits or losses from the Company or subsidiaries, except for transactions that involve normal business activities and follow general commercial conditions, as authorized by the Board of Directors of the Company and/or subsidiaries. These are executed under the principle, conditions and methods that govern inter-related transactions and acquisition or divestment of assets of the Company according to the Stock Exchange of Thailand's or the Securities and Exchange Commission's announcement, in order to ensure that such transactions are reasonable and contribute to the Company's maximum benefits.
    In this regard, the Board of Directors' approval does not include the transactions in which the Board or individuals who may have potential benefits or losses with the Company (or in the future) are involved. In that case, the issue must be proposed to the Board of Directors' meeting and/or the shareholders' meeting (as the case may be) in order to consider and approve such transactions according to the Company's regulations or relevant laws.

Chairman's Duties

The Board of Directors are to nominate a director to assume the position of the Chairman of the Board of Directors. If appropriate, there can be one or more than one Vice Chairman. The Chairman of the Board of Directors should have the following duties:

  1. Supervise, monitor and control role execution of the Board of Directors and sub-committees that they are effective and meet the Company's objectives and goals.
  2. Take the leadership role in the Board of Directors, assume the Chairman's role in the Board of Directors' Meeting, Annual General Meeting of Shareholders and Non-Managerial Directors' Meeting.
  3. Determine the Board of Directors' Meeting schedules in advance (annually) and the Board of Directors' Meeting agendas together with the Chief Executive Officer and the Company Secretary, making sure that important matters get incorporated into the agendas. Ensure that the Board of Directors get the accurate information in a comprehensive and timely manner to allow for proper decision making.
  4. Control the meeting to align with the Company's regulations and relevant laws.
  5. Smoothly execute the meeting as detailed in the agendas stated in the meeting invitation letter and allocate an appropriate amount of time for the Board of Directors to express opinions independently and fully, with thorough discretion and with consideration of key stakeholders.
  6. The judgment and meeting's resolutions are to rely on the majority's votes, whereby one director is entitled to one vote. A director with potential losses or benefits in certain matters is not allowed to vote in that particular matter. If votes turn out equally, the Chairman of the Meeting is to cast a deciding vote.
  7. Foster good relationships among managerial and non-managerial directors and among the Board of Directors and the management, as well as support and encourage the executive team to perform their duties based on the Company's policies.
  8. Support and encourage compliance of the corporate governance policy and Business Code of Conduct, ensuring that they are actively practiced in business execution with responsibility towards the society and the environment.
  9. Supervise, monitor and control compliance of the Board of Directors' resolutions or assign the Company Secretary to take charge of specific matters.
Document
The Charter of The Board of Directors Committee Download
Independent Director's Definition Download

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