Corporate Governance
Corporate Governance
CG Committees
Board of Directors
    1. Assoc Prof Dr.Somjai Phagaphasvivat
    Chairman, Independent Director

  • 2. Dr. Narong Thasnanipan
    Director
  • 3. Mr. Padej Rujikhajorndej
    Director
  • 4. Mr. Kamol Singtogaw
    Director
  • 5. Mr. Zaw Zaw Aye
    Director
  • 6. Miss Nutthawan Thasnanipan
    Director
  • 7. Mr. Nutthapan Thasnanipan
    Director
  • 8. Mr. Nutthapon Thasnanipan
    Director
  • 9. Mr. Siwa Sangmanee
    Chairman of the Audit Committee
    and Independent Director
  • 10. Mr. Somkuan Watakeekul
    Independent Director
  • 11. Mr. Somkual Musig-In
    Independent Director
  • 12. Mr. Loyleuan Bunnag
    Independent Director

Authorized directors consist of two directors shall be empowered to jointly sign and affix Company seal or one director is authorized to sign and seal of the company only for the following matters.

  • a) Submission of documents and undertaking any work with the Ministry of Commerce and the government agencies under the supervision of the Ministry of Commerce
  • b) Submission of documents and undertaking any work with the Ministry of Labor and the government agencies under the supervision of the Ministry of Labor.
  • c) Submission of documents and undertaking any work with the Revenue Department and the government agencies under the supervision of the Revenue Department
  • d) Submission of documents and undertaking any work with the Ministry of Interior and the government agencies under the supervision of the Ministry of Interior.
  • e) Submission of documents and undertaking any work with Bangkok Metropolitan Administration and the government agencies under the supervision of Bangkok Metropolitan Administration.
  • f) Submission of documents and lodging a complaint to file the case of missing property of the company with the police officers.
  • g) Undertaking and contact with any government agency or state enterprise or private organization related to the services for running water, electricity, telephone, mail and internet to apply for permission, transfer of ownership and accept the transfer of ownership, to pledge or accept the return of deposit, to transfer and accept the transfer of deposit related to running water, electricity, telephone, mail and internet.

Board Elements

  1. 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.
  2. Chairman of the Board must be independent directors.
  3. The Board of Directors consists of not less than 4 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.
  4. 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.
  5. Backgrounds of all directors are publicly disclosed thoroughly and each time of director change.
  6. Board Chairman is not a chairman or member of any sub-committees in order to leave their undertakings independent.
  7. Board of Directors have to arrange a meeting on a regularly basis at least four a year.
  8. Sub-committees have to arrange a meeting on a regularly basis at least two a year.
  9. The number of directors attending the meeting and making any resolution is required to be at least half of the total number of the directors and the resolution is required to be approved by the majority vote.

Board Qualifications

  1. Board qualifications must not be contrary to the Public Limited Companies Act.
  2. Having leadership, broad vision, virtue, ethic, and good record of employment.
  3. Having interest in the Company's business and being able to provide adequate dedication.
  4. Directors must be nominated by the Recruitment and Compensation Committee and appointed by the shareholders' meeting.
  5. Neither conducting nor participating in any businesses of the same conditions and competing with Company business, whether for personal or others' gain.
  6. The director is not allowed to take the directorship more than 5 companies.

Roles, Duties and Responsibilities of Board Chairman

  1. To act as the leader of the Board of Director, control, follow up and manage the Board of Directors, committees and subcommittees to ensure attainment of objectives as planned.
  2. To chair the Board Meetings and Shareholders Meetings.
  3. To cast a ruling vote at the Board Meeting in case of a tie vote.

Roles, Duties and Responsibilities of Board of Directors

  1. 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.
  2. 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.
  3. Provide the Company with an effective and reliable accounting system, financial reporting, internal control and internal audit.
  4. Participate in risk management implementation by providing a guideline and suitably adequate risk management measure regularly monitored.
  5. Regulate to ensure that all stakeholder parties are treated ethically and equitably by the management team.
  6. 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.
  7. The good governance policy, including vision, mission and strategy of the company in the preceding years, is required to be reviewed and approved consistently.
  8. 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.
  9. Provide as guidelines for internal performance, provisions about the Code of Conduct and business ethics, and ethics for directors, executives and staff.
  10. Stop trading securities at least 1 month prior to a news release of financial statements and at least 3 days subsequent to such release.
  11. 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.
  12. To assess themselves annually to ensure that they properly take control and perform their tasks well enough. The assessment shall be used for management improvement. The assessment shall be done on the SEC form adapted by the company in line with the company's Board of Directors. The assessment results shall be reported to the Board of Directors for use by the management.
Audit Committee
  • 1. Mr. Siwa Sangmanee
    Chairman of the Audit Committee
  • 2. Mr. Somkuan Watakeekul
    Audit Committee
  • 3. Mr. Somkual Musig-in
    Audit Committee
  • 4. Mr. Loyleuan Bunnag
    Audit Committee

The audit committee has been appointed since March 2, 2004 with the term in the office of 3 years and the audit committee is required to arrange a meeting and make a report to the board of directors of the company.

The Audit Committee must consist of not less than 4 independent directors, at least one being knowledgeable and experienced in financial review

Currently, Mr. Somkual Musig ' In an experience in the financial statements. The Bachelor of Business Administration (Accounting) from Thammasat University.

The Duty and Authority of the Audit Committee

  1. 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.
  2. Review to ensure the halving of a suitably efficient internal control and internal audit, jointly with external and internal auditors.
  3. 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.
  4. 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.
  5. To disengage auditor who fails to accomplish to tasks.
  6. To recruit and nominate the auditor who will conduct audit as assigned; to have the power to disengage the auditor who fails to accomplish the tasks.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. Report the Audit Committee's performance to the Board of Directors at least 4 times a year.
  12. Arrange a meeting between the Audit Committee and the external auditor at least 4 times a year.
The Executive Committee
  • 1. Dr. Narong Thasnanipan
    President
  • 2. Mr. Padej Rujikhajorndej
    Executive Director
  • 3.Mr. Kamol Singtogaw
    Executive Director
  • 4. Mr. Zaw Zaw Aye
    Executive Director
  • 5. Miss. Nattawan Thasnanipan
    Executive Director
  • 6 Mr. Nutthapan Thasnanipan
    Executive Director
  • 7. Mr. Nutthapon Thasnanipan
    Executive Director

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.

The Recruitment and Compensation Committee
  • 1. Mr. Somkuan Watakeekul
    Chairman of the Recruitment and Compensation Committee
  • 2. Dr. Narong Thasnanipan
    Recruitment and Compensation Committee
  • 3. Mr. Zaw Zaw Aye
    Recruitment and Compensation Committee

Roles, Duties and Responsibilities of the Recruitment and Compensation Committee

  1. 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
  2. Establish criteria for compensation to directors, managing director, and submit to the Board for approval consideration at the General Shareholders' Meeting
  3. Conduct other matters as assigned by the Board of Directors.
  4. 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.
  5. To provide recommendation on method to evaluate the performance of the directors and the board of directors to the board of directors.
  6. To review and suggest any correction to scope, duty and responsibility of the recruitment committee in compliance with the conditions.
  7. Other works assigned by the board of directors.
Risk Management Committee
  • 1. Miss. Nattawan Thasnanipan
    Chairman of thr Risk management Committee
  • 2.Mr. Padej Rujikhajorndej
    Risk management Committee
  • 3. Mr. Kamol Singtogaw
    Risk management Committee
  • 4. Mr. Zaw Zaw Aye
    Risk management Committee

Roles, Duties and Responsibilities of the risk management committee

Corporate Governance

  1. 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.
  2. To supervise strict and continuous compliance with corporate governance manual and business ethics manual.
  3. To make an assessment and review related to policies, directions, guidelines or practices on international corporate governance.
  4. To monitor movement, trend and comparison with leading companies on good corporate governance for better improvement.
  5. To provide suggestion to the company, the board of directors, the management and working group on matters related to good corporate governance.
  6. 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.
  7. Disclosure on information related to good corporate governance in the website of the company and the annual report to all stakeholders for acknowledgement.

Risk

  1. To formulate a policy on risk management covering various risk management for consideration by the board of directors
  2. 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
  3. To advise internal units in the organization with the risk management process and to monitor and assess the outcome consistently
  4. To prepare a report to the audit committee on the improvements needed in compliance with the policy and strategy of the company
Social responsibility and sustainable development Committee
  • 1. Mr. Nutthapan Thasnanipan
    Chairman of the Social responsibility and sustainable development Committee
  • 2. Mr. Nutthapon Thasnanipan
    Social responsibility and sustainable development Committee

Roles, duties of the committee on social responsibility and sustainable development

  1. To arrange and submit the policy and tendency of social responsibility and sustainable development to the board of directors of the company for approval.
  2. To provide assistance to the work on social responsibility and sustainable development with attendance to the meeting and guidelines on the operations and periodic monitoring with the time frame provided.
  3. To screen the operating plan, annual budget and inquire about the performance on social responsibility and to make a report to the board of directors.
  4. To examine and assess the performance on social responsibility and sustainable development and provide recommendations for development and report to the board of directors at least once a year on sustainable development with disclosure to the public.
  5. To appoint a subcommittee on social responsibility and sustainable development as deemed suitable.
Company Secretary
    Mr. Anek Srituptim
    Company Secretary

Roles, Duties and Responsibilities of the company secretary

  1. To advise the directors on legal matters, related rules and regulations.
  2. To ensure that the company complies with the law, articles of association, regulations and good governance practice.
  3. To hold meetings as required by law and articles of association; to make and keep director registration, invitations to Board Meetings, annual reports, invitations to shareholders meetings and minutes of shareholders meetings; to ensure compliance with the resolutions of Board Meetings and Shareholders Meetings.
  4. To ensure disclosure of information to regulatory agencies.
  5. To contact and communicate with shareholders and regulatory agencies concerned.
  6. To provide information on training courses for directors for the benefit of their duty performance.
  7. To perform other duties assigned by the Board of Directors.