Management Structure

  • Board of Directors
  • Audit Committee
  • Nomination and Remuneration Committee
  • Corporate Governance Committee
  • Risk Management Committee

Roles and Responsibilities of the Board of Directors

  1. Members of the Board of Directors are required to conform to laws, objectives, rules and regulations of the Company, resolutions of the Board of Directors, resolutions for the shareholders’ meetings with and perform their duties with accountability, prudence and honesty.
  2. Review and approve visions, business strategies, business direction, goals, guidelines, work plans and budgets of the Company and its subsidiaries as proposed by the management.
  3. Supervise overall management and performance of the CEO, management, or any person as signed to perform managerial duties as stipulated by the Board of Directors’s policy.
  4. Monitor the Company’s operating performance constantly and ensure that it is in line with Business plan and budgets.
  5. Ensure that the Company and its subsidiaries adopt proper and efficient accounting systems including internal control and internal audit systems.
  6. Assure that balance sheets and income statements are prepared and complete at the end of accounting year and sign off those financial statements before presenting to shareholders’ meetings for approval.
  7. Consider and approve selection and nomination of Company’s auditor including proper remunerations as proposed by the Audit Committee before presenting to shareholders’ meeting for approval
  8. Ensure that corporate governance policies under good governance are put in place in writing and applied efficiently throughout the Company to affirm accountability and fairness to all stakeholders.
  9. Review and approve qualified individuals whose qualifications abide by Public Company Act BE2535 (and its amendments) and the Securities and Exchange Act BE2535 (and its amendments) including announcements, rules and regulations or procedures related to the appointment in case that a directorship position is vacant due to other causes apart from official end of term. Review and approve directors to replace ones who complete their terms including their remunerations and propose to the shareholders’ meetings for approval.
  10. Appoint the Audit Committee or any other sub-committees and define their roles and responsibilities of those sub-committees to assist and support the Board of Directors’ duties.
  11. Identify, authorize and adjust the list of authorized directors who can sign and bind the Company.
  12. Review and appoint executives as defined by the Securities and Exchange Committee and the Capital Market Supervisory Board including Company Secretary and determine proper remunerations for those executives.
  13. Ask for professional opinions from external organizations when necessary for decision-making purposes.
  14. Encourage directors and executives of the Company to participate in various seminars organized by Thai Institute of Directors (IOD) for the curriculum related to roles and responsibilities of directors or executives.

In addition, delegations of roles and responsibilities of the Board of Directors shall not be in the manner that the delegation of authority or granting of sub-power of attorney allows the Board of Directors or its delegates to approve any transaction that they have a conflict of interest with the Company or its subsidiaries or there is personal interest involved (as defined in the announcements of the Securities and Exchange Commission or the Capital Market Supervisory Board) The exception can be made in case of transactions that comply with policies and practices approved by the shareholders’ meetings or the Board of Directors.

Roles and Responsibilities of the Chairman of the Board of Directors

  1. To call the meeting of the Board of Directors. In calling a meeting, the Chairman or a person assigned by him shall send out the meeting invitation to Directors at least 7 days prior to the meeting date, unless in a necessary and emergency case. Such invitation shall specify the place, date and time of the meeting and the nature of the businesses to be discussed;
  2. To act as the Chairman at the meeting of shareholders of the Company and to conduct the meeting in compliance with the Company’s Article of Association and the agenda;
  3. To have a casting vote in case the Board of Directors’ meeting has a tie vote;
  4. To perform other duties as specified by laws particularly as the duties of the Chairman that complied with regulations and good corporate governance.

Roles and Responsibilities of the Audit Committee

  1. Ensure the accuracy and adequacy of the Company’s financial reporting.
  2. Foster appropriateness and effectiveness of internal control and internal audit system. Review independence of internal control department as well as approve, appoint or terminate the head of internal audit department and/or hire internal audit companies or other agencies responsible for internal audit of the Company.
  3. Verify that the Company conduct its business in compliance with securities and exchange laws, rules and regulations from the Stock Exchange of Thailand as well as other laws related to Company’s business.
  4. Consider, select, nominate or terminate an independent individual as the auditor for the Company and determine proper remunerations for the auditor as well as attend meetings with the auditor at least once a year without the presence of the management.
  5. Review related party transactions or transactions with potential conflict of interest to be in accordance with laws, rules and regulations of the Stock Exchange of Thailand and ensure that those transactions are reasonable and undertaken for the best interest of the Company.
  6. Prepare he Audit Committee’s reports and publish in the Company’s annual reports. The reports must be signed by the Chairman of the Audit Committee and contain the following information.
    1. Comments on accuracy, completeness and credibility of financial statements of the Company
    2. Comments on the adequacy of internal control systems of the Company
    3. Comments on compliance to Securities and Exchange laws, rules and regulations of the Stock Exchange of Thailand and other laws related to Company’s business.
    4. Comments on the suitability of the auditor
    5. Comments on transactions with potential conflict of interest
    6. Number of meetings of the Audit Committee and attendance of each member.
    7. Comments or overall remarks the Audit Committee received from performing their duties according to the Charter.
    8. Other information that shareholders and general investors should know under roles and responsibilities assigned by the Board of Directors.
  7. In performing the duties, the Audit Committee must report the Board of Directors in case of any dubious transaction or activity that can significantly affect the Company’s financial status and performance so that actions shall be taken to tackle the problems.
    1. Transactions with conflict of interest
    2. Corruption or irregularities or errors of internal control system
    3. Violations of Securities and Exchange laws, rules and regulations of the Stock Exchange of Thailand and other laws related to Company’s business.
    If the Board of Directors or executives do not take immediate actions responding to the mentioned cases, a member of the Audit Committee shall report the above incident to the Securities and Exchange Commission or the Stock Exchange of Thailand.
  8. Perform the duties as assigned by the Board of Directors with the approval of the Audit Committee.

Roles and Responsibilities of Nomination and Remuneration Committee

  1. Consider and comment on the structure of the Board of Directors including optimal size and composition of the Board of Directors based on the Company’s scale and business strategies compared to the current size and composition on the Board of Directors as well as the independence of each independent director and adjust the composition to align with the Company’s strategies.
  2. Stipulate procedures for nominations of directors based on the following criteria
    • Qualifications of directors that align with the Company’s strategies and are in harmony with structure, size and composition of the Board of Directors as mandated by the Board of Directors.
    • Suitability of knowledge, experience, expertise and dedication of time including qualifications according to laws or rules and regulations of government authorities.
  3. Search for individuals with qualifications according to the criteria
    • In case that a director completes his term of office for the Board of Directors to acknowledge and nominate to shareholders’ meetings for approval of appointment.
    • In case of other reasons of retirement (apart from term of office completion) for the the Board of Directors to consider and approve a new director to fill in the vacant director position.
    • In case that an additional director has to be appointed corresponding to the structure of the Board of Directors for the Board of Directors to acknowledge and nominate to shareholders’ meetings for approval of appointment.
  4. Review the appropriateness of structures, amounts, formats, and criteria for both financial and non-financial remunerations of the Chairman of the Board of Directors, directors and other committees by considering the suitability of current criteria compared with remuneration information of other companies in the same industry as well as other comparable listed companies with similar market capitalisation. This is to attract and retain quality directors to be proposed to the Board of Directors to acknowledge for further nomination to shareholders’ meetings for approval of appointment.
  5. Review evaluation criteria of the Chairman of the Board of Directors and the Managing Director and present the results of the evaluations to the Board of Directors for approval. Propose amounts and formats of remunerations of the Chief Executive Officer and the Executive Director that are consistent with evaluation results to the Board of Directors for approval.
  6. Assess the appropriateness and conditions of an offering of shares, warrants and other securities to directors and employees to incentivise them to perform their tasks to create added values to the shareholders in the long run and to retain quality workforce under fair rules to the shareholders.
  7. Report performance results to the Board of Directors and/or shareholders’ meetings.
  8. Perform other tasks related to nomination and remuneration as assigned by the Board of Directors or as mandated by laws or rules and regulations from government authorities.

Roles and Responsibilities of the Corporate Governance Committee

  1. Consider, determine, review and improve corporate governance policies and business ethics of the Company to be in line with international standards and propose to the Board of Directors for approval as well as ensure strict compliance with corporate governance policies and business ethics of the Company.
  2. Consider, determine, review and improve Corporate Social Responsibility (CSR) policies and propose to the Board of Directors for approval as well as ensure compliance to the CSR policies.
  3. Consider, determine, review and improve Anti-Corruption and Bribery policies and propose to the Board of Directors for approval as well as ensure compliance to the Anti-Corruption and Bribery policies.
  4. Report the performance results to the Board of Directors and/or the shareholders’s meetings.
  5. Evaluate the performance of the Governance Committee on an annual basis and report the evaluation results to the Board of Directors.
  6. Establish working group to assist in any duty of the Governance Committee and appoint independent consultants with relevant knowledge and expertise to give advices and recommendations as we as support any duty of the Governance Committee.
  7. Perform duties or undertake responsibilities as assigned by the Board of Directors as well as act in accordance with laws, rules and regulations stipulated by government authorities.

Roles and Responsibilities of the Risk Management Committee

  1. Formulate and review risk management policies and frameworks.
  2. Supervise and promote risk management practices of the organization to be in alignment with business strategies and goals including changing environment.
  3. Provide suggestions, monitor, evaluate risk management practices as well as put in place adequate risk management systems throughout the Company.
  4. Review risk management reports of the Company and provide comments on possible risks including risk mitigation plan and risk management system development to ensure an effiective risk management of the Company.
  5. Support all related tasks and executions to meet risk management objectives of the Company.
  6. Report risk management performance to the Board of Directors. In case that there is a factor or an incident significantly affecting the business doing of the Company, the Board of Directors must be notified for further deliberation and immediate actions.
  7. Perform any duty as assigned by the Board of Directors. Nevertheless, the auditing roles for the Company’s risk management systems belong to the Audit Committee.