5. Board of Director
The Board of Director consists of eight directors. The Board of Directors are hold and the details of directors’ names are as follows
|List of Directors||Positions|
|1. Mr. Navamin Prasopnet||Chairman|
|2. Mr. Preecha Leelasithorn||Independent Director, Chairman of Audit and Corporate Governance Committee and Chairman of Nomination and Remuneration Committee|
|3. Dr. Karl Jamonmarn||Independent Director, Member of Audit and Corporate Governance Committee and Member of Nomination and Remuneration Committee|
|4. Mr. Charoen Sangvichaipat||Independent Director, Member of Audit and Corporate Governance Committee and Member of Nomination and Remuneration Committee|
|5. Mr. Polpat Asavaprapa||Independent Director, Member of Audit and Corporate Governance Committee and Member of Nomination and Remuneration Committee|
|6. Mr. Patompong Sirachairat||Director, Chairman of Executive Committee, Member of Risk Management and Sustainability Committee, and Chief Executive Officer|
|7. Ms. Benjawan Rakwong||Director, Executive Director, Chairman of Risk Management and Sustainability Committee and Senior Vice President – Administration|
|8. Mr. Bannasit Rakwong||Director, Executive Director, Member of Risk Management and Sustainability Committee and Chief Operating Officer|
Miss Pitirudee Sirisamphan is the Company Secretary.
Two out of top-three directors which are Mr. Navamin Prasopnet, Mr. Patompong Sirachairat, and Mr. Bannasit Rakwong are authorized to collectively sign with the Company’s seal affixed.
Terms of Office
At each Annual General Meeting of Shareholders, one-third of the directors, or the number nearest to one-third if the number is not a multiple of three, must retire from office. The directors who must retire from the office in the first and second year after registration of a public limited company shall be decided by drawing lots. After that, the directors who have been in office the longest shall retire first. Retiring directors may be re-elected.
Authority, Duties and Responsibilities of Board of Directors
- To consider specify details and give approval towards vision, business strategies, direction, policy, financial and non-financial goals, business plan for short-term, medium-term, and long-term, and budget of the Company and subsidiaries as per details arranged by the Executive Committee and the management. Such topics are to be reviewed annually so that they are appropriate for the circumstance, business potential, and be able to create sustainability to the business.
- To supervise and monitor the management of the Executive Committee, the Chief Executive Officer, and the employees that their performance is done with responsibility, caution, and honesty, as well as to ensure that their operation complies with the law, the objectives, the regulations of the Company, the resolutions of the Board of Directors, and the resolutions of the Meeting of Shareholders.
- To give the management authority to the Executive Committee, the Chief Executive Officer, or the authorized persons with written statement, as well as to supervise and monitor that the management and the performance of such persons comply with the policy of the Board of Directors. This also includes consideration on clarifying the responsibility of the directors, the Executive Directors, and the Chief Executive Officer so that the management is in accordance with the trend of the Company.
- To continuously monitor the Company’s performance to ensure the compliance with the Company’s strategy, work plan and budget. Management team will report operating results quarterly.
- To lead the Company and subsidiaries to arrange adequate and appropriate internal control system and risk management system in order to ensure that transactions are approved by authorized persons and risks with impact on the Company are being prevented.
- To employ appropriate accounting system, arrange financial statement, sign off to certify the financial statement before presenting to the Annual General Meeting of Shareholders to consider approval.
- To give opinion toward nomination, appointment, and termination of services of the auditor as well as considering appropriate remuneration presented by the Audit and Corporate Governance Committee before proposing the Annual General Meeting of Shareholders to consider approving.
- To arrange the written policy of corporate governance, business ethics, and code of conduct for directors, executives, and employees so as to communicate the practices to employees of all levels and to monitor policies compliance. The policies are to be revised and practiced annually.
- To arrange the Charter of the Board of Directors that specify the role and the responsibility of the directors and to approve the charters of other committees. The charters are to be revised at least once a year.
- To consider approving the appointment of persons having required qualifications, without prohibited characteristics according to Public Limited Companies Act, B.E. 2535 (as well as the amendment), Securities and Exchange Act, B.E. 2535 (as well as the amendment), and relevant notifications, requirements and/or regulations to assume the position of directors in cases of vacancy for directors due to other reasons other than retirement by rotation. The Board of Directors shall consider and give approval on appointment of new directors to replace directors retiring due by rotation as well as specifying the remuneration for directors as presented by the Nomination and Remuneration Committee before proposing the Annual General Meeting of Shareholders to consider approving.
- To appoint committees, such as the Audit and Corporate Governance Committee, the Executive Committee, the Nomination and Remuneration Committee and the Risk Management and Sustainability Committee, or other committees as well as defining authority and duties of those committees in order to support the performance of the Board of Directors.
- To specify and change names of authorized directors.
- To consider the appointment of executives according to the specification and definition by SEC or CMSB and the Company Secretary as well as specifying remuneration of those executives as presented by the Nomination and Remuneration Committee.
- To ask for external professional associations’ opinion to support their precise decision making.
- To encourage the Company’s directors and executives to participate in seminars organized by Thai Institute of Directors (IOD), particularly seminars which are relevant to the directors and executives’ duties and responsibilities.
However, the delegation of authority and responsibilities shall not be made in the manner that the Board of Directors or other persons delegated or sub-delegated by the Board of Directors enable to approve transaction, which they or others may have stake in, or receive benefit, or have conflicts of interest (as defined by the notifications of SEC or CMSB) with the Company or subsidiaries, except for approval of transaction according to the established policy and criteria approved by the Annual General Meeting of Shareholders or the Board of Directors.
Scope of Work and Responsibilities of the Chairman
- Accountable to be the leader of the Board of Directors as well as decide with the management in topics relevant to the Company’s policies and business objectives which resulted from the meeting of the Board.
- Supervising and monitoring the Board’s and sub-committee’s exercise of duties to perform effectively and achieve the Company’s objectives.
- Performing as the Chairman of the Board’s meeting and shareholders’ meeting with an ability to control the meeting effectively, allocate meeting time to consider important points sufficiently, manage the meeting in accordance with the specified agendas and regulations of the Company.
- Determining the meeting agendas with the management and proposing important topics to be filed in the agenda. The Chairman shall encourage all directors to participate in the meeting and share their opinions.
- Promoting business ethics and good governance as the Company’s culture.
- Establishing a good relationship between executive directors and non-executive directors as well as between the Board and the management.
- Performing other duties as assigned according to the resolutions of the meeting of the Board of Directors and/or the Meeting of Shareholders.
Scope of Work and Responsibilities of the Chief Executive Officer
- Managing the Company, subsidiaries, and associated companies in accordance with the visions, missions, and policies under the scope of authority assigned by the Board of Directors.
- Ensuring the Company’s operations in compliance with the main objectives of the Company as well as monitoring the performance of the management and reporting the Company performance and operating results to the Board of Directors regularly.
- Establishing policies and regulations supporting the operations of all units as specified by the Board.
- Promoting business ethics and code of conduct under the scope of corporate governance.
- Taking care of human resources management, personnel recruitment, remuneration management, and benefits, as well as enhancing the capabilities of employees to perform their duties effectively.
- Taking care of financial management and effective implementation of resources and budget.
- Performing other duties as assigned according to the resolutions of the Meeting of the Board of Directors and/or the Meeting of Shareholders.