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

Scope of Duty and Responsibility of the Board of Directors

To enable the Board of Directors to perform its duties efficiently, a guideline on its duty was defined as follows:

  1. Manage and conduct the business of the Company’s business to be in line with the Company’s objectives and regulations, as well as the resolution of the Shareholders’ meeting which conforms with the laws on integrity and carefulness for the utmost benefits of the Company.
  2. Consider and approve the Company’s key policies, goals, guidelines and business plan including monitoring and follow up the implementation according to the plans.
  3. Monitor and supervise the performance and management of the Executive Board to ensure the implement in accordance with the assigned Company’s policies. The Board of Directors has the authority to approve the following matters :
    • To consider the borrowings or loan application from financial institution.
    • To consider the Annual Budget and Company’s business plan.
    • To Consider the interim dividend payments for shareholders in the case that the Company has enough profit to do so.
    • To consider any significant transactions such as investments, asset acquisition or disposal and other operations required by law.
    • To consider the connected transactions and asset acquisitions or disposals except that those transactions shall require shareholders’ approval. Such approvals shall be in line with the announcements, requirements and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. Except for the case that the law requested to have the resolution from the shareholders’ meeting, the Board of Directors shall have the approval from the shareholders’ meeting before the operation.
  4. The Board’s meeting shall be convened at least once every quarter.
  5. The main meeting agenda shall be clearly set in advance throughout the year.
  6. The detail of the meeting agenda shall be submitted to each director at least 7 days prior to the meeting date so that the directors shall have sufficient time to study and consider the details before the meeting.
  7. In consideration of each meeting agenda, the interests and benefits of all shareholders and stakeholders must be fairly taken into account.
  8. The Company has set the policy regarding the minimum quorum at the time when the directors shall vote in the meeting that at least two-third of the total directors attending the meeting.
  9. Allow free expression of opinions at the meetings.
  10. 1Allocate adequate time for each agenda to allow for debate and careful expression of opinions.
  11. 1Supervise to ensure that the management has been done in line with good governance policy and to prevent any conflicts of interest.