The Board and management are strongly committed to conducting the Company's business efficiently for the successful attainment of the Company's goals by following the Company's vision, commitments and ethical standards, and general principles of good corporate governance. To ensure transparency in performing its supervisory duty, the framework of the Board's roles, duties and responsibilities is outlined below:
2. Board members
The Board consists of five or more directors, half of whom must be domiciled in Thailand:
1. Executive directors: They normally take charge of day-to-day activities or are appointed the authorised signatories.
2. Non-executive directors and Independent directors : At least one-third of total directors must be independent directors provide that the number of independent directors must be not less than three.
All directors must have the qualifications, knowledge and experience necessary for the Company's business. They must perform their duties carefully within the specified scope of responsibility.
The qualification of independent directors must be in accordance with the rules prescribed under the Notification of the Securities and Exchange Commission.
The Chairman plays an essential role as a visionary leader with the power to direct the Company's business vision and monitor the performance of senior executives
Tenure of the directors
At each annual general meeting of shareholders, at least one third of the directors, or the nearest number if the number of directors is not a multiple of three, must retire from office by rotation. The priority for retirement by rotation is given to the director who has been in office longest. If agreement on who is to retire by rotation cannot be reached, lots must be drawn. Any director retiring by rotation is eligible for re-election.
A new director will receive the following key information and documents:
1. the Board's Charter;
2. a handbook for directors of a listed company;
3. a handbook on corporate governance;
4. the Company's vision;
5. the code of conduct for directors and employees;
6. a handbook on the Company's profile and the latest annual report;
7. a handbook on the listed company and
8. a site visit and manufacturing process tour
Extra advice may be sought from independent experts at the director's reasonable discretion. The Company will be liable for any costs, fees and expenses incurred relating to that professional advice.
Selection and appointment
The Nominating Committee or, in the absence of a Nominating Committee, the directors nominate qualified persons to be appointed to the Board. To be eligible as a director, a person must:
1. have the qualifications required by law (i.e. the Public Limited Companies Act and the Stock and Exchange Act)
2. have knowledge, experience and expertise material to the Company's business
3. be a visionary leader able to express opinions independently of management or any group of stakeholders
4. work morally and ethically with an unblemished work record
5. be able to dedicate enough time to working as the Company's director
6. not be a director or executive of any entity that has a conflict of interests with the Company
The appointment to be director will be proceed belong to the Public Limited Companies Act.
A director may ask for additional information on the Company from the President or the Company secretary. However, if a director needs any clarification directly from a particular executive, the director must to inform the President and the Chairman.
Directors' and executives' remuneration
Reasonable remuneration is provided to the directors and executives on the basis of suitability. Basically, the general meeting of shareholders has the power to approve the directors' remuneration.
3. Board meetings
A meeting of the Board must be held at least once every three months. It is the duty of all directors to attend Board meetings. An additional meeting may be held from time to time if necessary. At the time of voting on any matter at the meeting, an interested director is not entitled to vote (See more details in the Company's regulation of ‘Board meetings').
4. Roles, duties and responsibilities
The framework of the Board's duties and responsibilities includes organisational strategies, corporate governance, human resources management, financial reporting, information disclosure and communications as follows:
1. Organisational strategies
· Review and advise on key strategies and policies, financial objectives and other plans, including the Company's budget.
· Monitor the implementation of the Company's plans and policies.
2. Corporate governance
· Establish a policy of corporate governance and regularly evaluate the outcome in practice.
· Ensure that all stakeholders are properly protected and treated.
· Create a proper understanding on various matters among different classes of stakeholders and ask for their cooperation in enhancing the stability of the Company's business.
· Determine the necessary procedures and mechanisms to ensure that all the Company's activities comply with the law and are carried out on a sound moral basis.
· Make available the code of conduct or code of ethics, monitor the directors’ and employees’ compliance with these codes, and occasionally review and update them.
· Prepare, maintain and review the financial control, operating control, corporate governance and risk management, and be alert to warning signs and irregularities on any transactions.
· Establish an independent internal control unit with a precise definition of roles, duties and responsibilities.
· Ensure that the existing structural and procedural requirements of the Board concerning corporate governance and the code of ethics are effective enough and may be adjusted if necessary.
· Monitor and resolve (i) any conflict of interests which may arise relating to management, the Board and shareholders, (ii) any illegal use of the Company's assets, and (iii) any irregularities on connected transactions.
3. Human resources management
· Appoint the executive committee and evaluate their performance once a year.
· Appoint the Company secretary, whose main duties relate to Board meetings and shareholder meetings. The Company secretary's duties include providing legal advice to the Board.
4. Financial reporting
· Ensure that the financial reporting and audit system is reliable and that efficient mechanisms are made available to evaluate the adequacy of internal control, risk management and performance monitoring systems.
5. Information disclosure and communications
· Report the corporate governance policy and the outcome of its implementation in the annual report.
· Report the Company's financial and general information to the shareholders correctly, completely and transparently.
· Report to the shareholders on the Company's performance.
· Report the Board's liabilities for the preparation and disclosure of financial statements.
· Facilitate and manage time for holding the general meetings of shareholders.
· Ensure that the key information on the Company's business is disclosed in a correct, timely and transparent manner.
· Establish an investor service centre with adequate resources to improve the responsible officers' knowledge and capability in information services and communications.
· Appoint various committees responsible for carrying out any specific studies and screening as appropriate and necessary. The policies and frameworks for each committee must be defined precisely. This includes the qualifications of committee members, scope of their duty and responsibility, rules and procedures for holding their meetings and reporting to the Board.
To enhance the Board's efficient performance, the Board must carry out a comprehensive self-evaluation programme after the end of each accounting year. The main purpose of this programme is for the Board to evaluate its own performance in the previous year.
6. Reporting to shareholders
The following key information must be disclosed to the shareholders in a correct, complete, transparent and timely manner:
· the Company's operating results, as part of the annual report;
· the financial and general information with adequate explanations, figurative clarifications and projections; and
· the corporate governance policy and outcome of the practice