Corporate Governance Structure and the Scope of Authorities and Duties of the Committee

Corporate Governance Structure and the Scope of Authorities and Duties of the Committee

The structure of Company Board of Directors consists of 5 committees namely Board of Directors, Executive Committee, Audit Committee, Nomination and compensation Committee and the Risk Management and Sustainable Development Committee.

According to the Company’s Articles of Association, the Board of Directors shall consist of at least 5 directors, of which not less than half of the total number of directors must reside in Thailand. Directors must perform their duties in accordance with the law, objectives and Articles of Association as well as the resolutions of the shareholders’ meeting with honesty and care to protect the interests of the company. The composition of the boards, committee and management was designed with the adequate checks and balances as follows :

  1. The Board of Directors have 9 directors consists of 3 independent directors, or 33% of total number of directors, and other 5 executive directors and 1 non-executive director.
  2. The Audit Committee consists of 3 independent audit directors who performs their duties in conformity to the regulation of the Stock Exchange of Thailand and the Audit Committee Charter.
  3. Delegation and authorization among the Boards and Management has been clearly established as detail which are disclosed in the topic “Independence of the Board of Directors from the Management”.

Numbers of directors who come from the major shareholders : None