The Board of Directors has the important role of the care and control for benefit to the Company. The Board of Directors is responsible to the duty to shareholders and is independent from the Company's management.
5.1 Structure of the Board of Directors
Authorized directors consist of Mr. Narong Thasnanipan, Mr. Tachapong Pravesvararat, Miss Nuttawan Thasnanipan, Mr. Padet Rujikhajorndej, Mr. Kamol Singtogaw and Mr. Zaw Zaw Aye. Two out of the six directors may sign jointly, and affix with company seal to bind the company.
5.1.1 Board Elements
- The Board of Directors consists totally of not less than 9 persons with qualifications as required by law and the Articles of Association of the Company.
- Chairman of the Board must be independent directors.
- The Board of Directors consists of not less than 3 independent directors with the following qualifications:
- Holding no more than 1 percent of the total shares with voting rights in the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person.
- Having had no managerial participation; being not an employee, staff, regularly paid advisor, person providing professional service to the Company, such as auditor or lawyer, or a person empowered to control the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person, without aforesaid interests or conflicts of interests for a period of not less than 2 years.
- Having no business relationships, interests, conflicts of interests, directly or indirectly, in finance and management, and being not a customer, partner, raw materials supplier, trade creditor/debtor, loan creditor/debtor of the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person which could lead to lack of independence.
- Being not a close relative of the management or major shareholders of the Company, its group companies, associated companies, subsidiaries, or a potentially conflicting person and not appointed as its fiduciary representative.
- Appointment of directors is in accordance with a specifically included agenda focusing on transparency and clearness. Nominating a candidate should be made along with an adequate provision of his/her background information and details for the benefit of selection.
- Backgrounds of all directors are publicly disclosed thoroughly and each time of director change.
- Board Chairman is not a chairman or member of any sub-committees in order to leave their undertakings independent.
- Board of Directors have to arrange a meeting on a regularly basis at least four a year.
- Sub-committees have to arrange a meeting on a regularly basis at least once a year.
5.1.2 Board Qualifications
- Board qualifications must not be contrary to the Public Limited Companies Act.
- Having leadership, broad vision, virtue, ethic, and good record of employment.
- Having interest in the Company's business and being able to provide adequate dedication.
- Directors must be nominated by the Recruitment and Compensation Committee and appointed by the shareholders' meeting.
- Neither conducting nor participating in any businesses of the same conditions and competing with Company business, whether for personal or others' gain.
5.1.3 Roles, Duties and Responsibilities of Board of Directors
- Perform duties in compliance with laws, the objects, Articles of Association, and shareholders meeting resolutions with honesty and integrity, Company interests carefully maintained, and responsibility toward the shareholders.
- Define policies and operational direction of the Company and supervise to ensure that managerial implementations are effective and efficient based on the policies under good corporate governance and toward the best interest of the Company and its shareholders.
- Provide the Company with an effective and reliable accounting system, financial reporting, internal control and internal audit.
- Participate in risk management implementation by providing a guideline and suitably adequate risk management measure regularly monitored.
- Regulate to ensure that all stakeholder parties are treated ethically and equitably by the management team.
- Independent directors are ready to use their own discretion independently in their consideration of strategy determination plan, management, resources use, director appointment, and operational standard establishment so as to raise highest the economic value for the Company and its shareholders.
- Review the good corporate governance policy regularly.
- Make available a Company secretary to assist in implementing several board activities, such as Board and shareholders meeting, give the Board and Company advices about their personal performance and carrying out in compliance with applicable laws and ordinance on a regular basis, and ensure proper disclosure by the Board and Company of data and information.
- Provide as guidelines for internal performance, provisions about the Code of Conduct and business ethics, and ethics for directors, executives and staff.
- Stop trading securities at least 1 month prior to a news release of financial statements and at least 3 days subsequent to such release.
- Report securities holding by them, their spouses and children of an illegal age to a Board meeting at every occurrence of change, and to the Company without delay on the following cases:
- Having a conflict of interest, directly or indirectly, in any contract executed by the Company during a financial year.
- Holding stocks, debentures or preference shares of the Company and its group companies.
- Conduct a self-performance evaluation regularly on a yearly basis.
5.2 Audit Committee
The Audit Committee must consist of not less than 3 independent directors, at least one being knowledgeable and experienced in financial review
5.2.1 Scope of Powers and Duties of Audit Committee
- Review to ensure proper financial reporting and adequate disclosure by coordinating with an auditor from outside, with the management being responsible for producing financial reports both quarterly and annually. The Audit Committee might suggest the auditor to review or audit any transactions deemed necessary and important during an audit.
- Review to ensure the halving of a suitably efficient internal control and internal audit, jointly with external and internal auditors.
- Review to ensure that Company performance conforms to the law on securities and stock exchange, Stock Exchange's requirements, or laws related to securities business.
- Consider, select and nominate for appointment, a Company auditor and propose auditor emolument with regard to credibility, resourcefulness and amount of audit works of such auditing firm, including the experience of the person designated for auditing.
- Consider the Company's disclosure in the event of party-related transactions or those potentially with conflicts of interests to ensure accuracy and completeness and consider approving such transactions for further proposing to the Board's and/or shareholders' meeting.
- Carry out anything else as designated by the Board of Directors and agreed to by the Audit Committee, such as review of financial management and risk management, review of adherence by executives to the Code of Conduct, joint review with the management of important reports legally required to be presented to the public such as executive reports and analysis, etc.
- Produce and disclose an Audit Committee activity report in the Company's annual report, which is signed by the Chairman of Audit Committee and should consist of the following particulars:
- Opinion toward the accuracy, completeness and reliability of the production process and disclosure of financial reports.
- Opinion toward the adequacy of the internal control.
- Decent reason justifying the appointment of the auditor for another term.
- Opinion toward compliance with the law on securities and stock exchange, Stock Exchange requirements, and laws related to Company business.
- Any other reports that in its opinion should be known by the shareholders and general investors, under the scope of duties and responsibilities assigned by the Board of Directors.
- Report the Audit Committee's performance to the Board of Directors at least 4 times a year.
- Arrange a meeting between the Audit Committee and the external auditor at least 4 times a year.
5.3.1 The Executive Committee
The Duty and Authority of the Executive Committee
The Executive Committee is to establish policy, guideline, strategy, and core management structure to operate the business of the company corresponding and supportive to the economic environment and competition as announced at the General Shareholders' Meeting. The Executive Committee is to report to the Board of Directors for approval its business plan, budget, and delegation of authority, to enable the Board to follow-up on the policy, the efficient conduct of the company's business, and the operating results according to the approved business plan. The Committee is to engage in financial transaction with financial institution and perform other matters as assigned by the Board of Directors.
5.3.2 The Recruitment and Compensation Committee
The Duty and Authority of the Recruitment and Compensation Committee
- Review and establish qualification and recruit individuals for the positions of
- company director and submit to the Board for appointment consideration at the General Shareholders' Meeting
- executive committee member and submit to the Board for appointment consideration
- Establish criteria for compensation to directors, managing director, and submit to the Board for approval consideration at the General Shareholders' Meeting
- Conduct other matters as assigned by the Board of Directors.
- To recruit and select the persons to become the directors and chairman of the executives at the expiry of the term or when there is any vacancy or the other executive post assigned by the board of directors.
- To provide recommendation on method to evaluate the performance of the directors and the board of directors to the board of directors.
- To review and suggest any correction to scope, duty and responsibility of the recruitment committee in compliance with the conditions.
- Other works assigned by the board of directors.
5.3.3 Risk management committee
Scope of authority and duty of the risk management committee
- To determine policies and to arrange corporate governance manual of the company and to prepare the business ethics manual for submission to the board of directors for approval on practice by every level of the employees.
- To supervise strict and continuous compliance with corporate governance manual and business ethics manual.
- To make an assessment and review related to policies, directions, guidelines or practices on international corporate governance.
- To monitor movement, trend and comparison with leading companies on good corporate governance for better improvement.
- To provide suggestion to the company, the board of directors, the management and working group on matters related to good corporate governance.
- To prepare and submit a report on compliance with the good corporate governance policy to the board of directors immediately on matters with significant impacts on the company.
- Disclosure on information related to good corporate governance in the website of the company and the annual report to all stakeholders for acknowledgement.
- To formulate a policy on risk management covering various risk management for consideration by the board of directors
- To follow up the risk management since the commencement of the process to identify the risk and to analyze, assess, monitor and report the risk management systematically
- To advise internal units in the organization with the risk management process and to monitor and assess the outcome consistently
- To prepare a report to the audit committee on the improvements needed in compliance with the policy and strategy of the company
Ensuring compliance with and revision
The company Board shall supervise for the director's, executives' and staff's compliances with the good practices specified in the corporate governance handbook for continuous operations control quality upgrading and development to ensure stability and sustenance of the entity, shareholders and stakeholders for all.
As determined by the Company Board and the audit and corporate governance committee the corporate governance handbook will be reviewed annually.