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

Sub-committees

Scope of duties of the Executive Committee

The Executive Committee including the managing director has the power and duty to manage any matters related to the normal business operations of the Company. In this regard, the approval of or any other transactions that have conflicts of interest in any other manners with the Company or its subsidiaries must be presented to the Audit Committee and the Board of Directors’ meeting to consider and approve such transaction every time.

Scope of duties of the Executive Committee

The Board of Directors determines the Company’s goals, guidelines, policies, plans and budgets. as well as monitor and supervise the administration and management of the Executive Committee in accordance with the assigned policies. The Executive Committee will comply with the policies, plans and budgets assigned by the Board of Directors.

In making decisions on important matters, including the acquisition of land, Project development and investment, etc., the Executive Committee will present these issues for approval to the Board of Directors on a case-by-case basis.

Scope of authority and duty of the Audit Committee

The Audit Committee of the Company has the following scopes, duties and responsibilities to perform

  1. Review the Company’s financial reports to ensure the accuracy and adequate disclosure.
  2. Review the Company’s internal control and internal audit system to ensure its suitability and effectiveness.
  3. Review the operations of the Company to ensure its compliance with the laws and regulations regarding the securities and the stock exchange or other regulations which may relate to the Company’s business.
  4. Approve the appointment, transfer, and termination of the Head of Internal Audit.
  5. Screen, nominate, reinstate and terminate the employment of external auditors including consideration of the appropriateness of the audit fee.
  6. Examine and review proper and adequate disclosure of the Company’s information with regard to the connected transactions or the transactions which may lead to potential conflicts of interests to ensure its comprehensiveness and accuracy as required by related regulations.
  7. Consider and review operational reports of the Internal Audit Department and approve its annual internal audit plan.
  8. Supervise the auditors and the Internal Audit Department to have independency in performing their duties.
  9. Organize the meetings with auditors, without attendance of any management, at least once a year.
  10. Determine key risks of the Company and propose or inform the preventive measures to mitigate such risks to the Board of Directors.
  11. Prepare reports on the activities of the Audit Committee to be included in the Company’s annual report, such reports must be signed by the Chairman of the Audit Committee.
  12. Perform any other tasks as assigned by the Board of Directors, with the approval from the Audit Committee.

Scope of authority and duty of the Nomination and Compensation Committee

  1. Establish the policy on the selection and nomination of the Company’s directors, subcommittees and senior executives as well as proposing appropriate remuneration to the Board of Directors for approval.
  2. Search for and select persons with appropriate qualifications and can provide valuable benefits to the business to replace the directors who retired by rotation or fill in any vacant positions and propose to the Board of Directors for approval including to seek for approvals from the shareholders.
  3. Determine the necessary and appropriate remuneration, both in form of cash and non-cash rewards, for the directors and senior executives based on their duties, responsibilities and performances.
  4. Report the minutes of meeting which are significant and beneficial to the company to the Board of Directors.
  5. Provide explanation or answers to the questions in case of suspicions regarding the Company’s policy on the nomination and remuneration of the Company’s directors, subcommittees and senior executives at a shareholders’ meeting.
  6. Perform any other tasks as assigned by the Board of Directors which relate to the significant nominations and compensations.

Scope of authority and duty of the Risk Management and Sustainable Development Committee

  1. Consider and establish the risk management policy, guidelines and framework to be proposed to the Board of Directors for approval.
  2. Study and assess the potential risks, provide the suggestion for preventive plan and how to mitigate them to an acceptable level. Monitor, evaluate and improve operational plan to ensure that all risks are adequately and properly managed.
  3. Promote and support the improvement and development of the Company’s internal risk management system consistently and regularly.
  4. Coordinate, communicate, and exchange information on all issues related to risks and internal control to the Audit Committee at least once a year.
  5. Report the minutes of meeting which are significant and beneficial to the company to the Board of Directors.
  6. Perform any other tasks as assigned by the Board of Directors which relate to the significant risk management.