5. Responsibilities of the Board of Directors

1. Structure of the Board of Directors

(1) The Board of Directors is divided into two groups.

Group 1 Characterized by their executive management roles

•   Directors with executive management roles

•   Directors without executive management roles

Group 2 Characterized by independency

•   Independent Director

•   Non-independent Director

Currently, the Board of Directors is comprised of nine members: four members are executive directors (Executive Director is defined as the top-four executives next to Chief Executive Officer) and five members are non-executive Directors. Among those six members of the non-executive directors, three members are the independent directors and the members of Audit Committee. Meanwhile, four members of executive directors are comprised of the Chief Executive Officer, the Chief Marketing Officer, the Chief Operating Officer, and Chief Financial Officer. For the structure of Board of Directors, one-third of the total number of the Board of Directors are independent directors to ensure the checks and balances in voting as well as in the management of executives for the best benefit of the Company. In addition, the number of the Company’s independent directors is in line with the SEC’s regulations requiring one-third of the total number of the Board of Directors must be independent directors.

(2) 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 becoming a public company limited 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 in the Annual General Meeting of Shareholders.

Aside from retirement due by rotation, the directors shall retire due to

1. Passing Away

2.  Resignation

3.  Qualifications fall short of the criteria or incompatibility as specified by law

4.  Resolution to be removed by the Annual General Meeting of Shareholders which require not less than three-fourths of the number of shareholders attending the meeting and having the right to vote. Total number of shares shall be not less than a half of shares held by shareholders attending the meeting and having the right to vote.

5.  Order by the Court to resign.

(3) Persons to be appointed as independent directors must possess qualifications as required by SEC, CMSB and SET.

(4) At least one-third, but not less than three members of the Company’s Board of Directors must be independent directors.

(5) The Chairman shall be elected by the Board of Directors, while the Chief Executive Officer shall be nominated by the Nomination and Remuneration Committee.

(6) The Company’s directors and executives can hold directorships or executive positions in the Company subsidiaries or other companies but these positions must be in accordance with the guidelines of SEC, CMSB, SET and other related agencies. Also, this matter must be disclosed to the Board of Directors’ meeting. However, the Chief Executive Officer has been limited to hold a board seat or directorship in not more than one listed company (excluding the Company and its subsidiaries). This matter must be approved by the Board of Directors.

(7) Company Secretary has been appointed by the Board of Directors to provide legal and regulatory advice to the Board, take care of the Board’s administrative activities, monitor compliance with the Board’s resolutions, and communicate with the shareholders, SEC, SET and other concerned regulatory agencies.

2. Committees

(1) The Board of Directors can establish committees to assist in the study and screening of special tasks. The qualifications and scope of work of each committee shall be clearly defined.

•   The Executive Committee must be appointed to formulate policies and make decision on important tasks. The Executive Committee shall carefully consider various matters before presenting to the Board of Directors for approval as well as checking and following up the policy implementation and management of the Company in compliance with the assignment of the Board of Directors.

The Chairman of the Board of Directors and the Chairman of Executive Committee must not be the same person for check and balance purposes by means of separation of supervision and management roles. The Chairman of the Board of Directors is the director without executive management role; he is the leader of the directors, with the responsibility of being the Chairman in the meeting of the directors and the Annual General Meeting of Shareholders. On the other hand, the Chairman of Executive Committee who is the head and leader of the Company’s executives shall perform his management role for the Board of Directors in order to achieve the specified work plans.

•   The Audit Committee must be established to help the Board of Directors to review all financial reports of the Company to ensure accuracy and disclosure adequacy. The Audit Committee also reviews the suitability and efficiency of the internal control and audit systems as well as ensuring that all Company’s operations are complied with the Company’s regulations and policies as well as all applicable laws and notifications.

•   The Nomination and Remuneration Committee must be established to be responsible for nominating persons, with suitable qualification to be the Company’s directors and proposing the Board of Directors or the Annual General Meeting of Shareholders (as the case may be) to consider those qualified persons for appointment as directors. Also, they must be responsible for considering the appropriate remuneration for the directors and high-ranking executives as well as the employment contract of high-ranking executives and overall rate for their salary increase. Consequently, the Board of Directors shall consider approving the remuneration of high-ranking executives and overall rate for salary increase. Nevertheless, the Annual General Meeting of Shareholders shall have the right to approve the remuneration for the directors.

•    A Risk Management Committee must be also established to evaluate risks to the Company business operation.

In addition, each committee shall hold the meeting for performance appraisal or policy revision at least once a year.

(2) The Chairman of the Nomination and Remuneration Committee must be an independent director and at least one member of Nomination and Remuneration Committee must also be an independent director.

3. Roles and Responsibilities of the Board of Directors

The Separation of duties of policy establishment and regular task management

The Board of Directors considered and decided to clearly separate duty and responsibility for policy establishment and regular task management. The Chairman of the Board of Directors shall not be the same person as the Chief Executive Officer. The Chairman of the Board of Directors is the leader who takes an important role to make decision on the Company’s policy according to the meeting of the Board of Directors that joins hands with the management team to consider and define business target. The Chairman of the Board of Directors is also the head to effectively run the meeting of the Board of Directors by encouraging all directors to take part in the meeting through freely expressing their opinion as well as to act as the Chairman of Annual General Meeting of Shareholders. The Chairman of the Board of Directors shall not engage in the management of regular works, but giving supports and suggestions for business undertaking by the management team through the Chief Executive Officer. Typically, the Chief Executive Officer is responsible for management under the scope of authority assigned by the Board of the Directors.

Moreover, the Chairman of the Board of Directors is not the Chairman or a member of any committee in order to truly promote the independency of the committee.

4. Board of Directors’ Meeting

(1) The meeting of the Board of Directors shall be scheduled in advance and at least four meetings must be held per year (once every three months). The regular agenda for each meeting shall be clearly defined, such as the consideration of the financial statements reviewed or audited by auditors. The Chairman of the Board of Directors, Chief Executive Director and directors shall jointly consider the importance and necessity for inclusion of the other agenda items. In case where the Board of Directors’ meetings are not held every month, the Company shall prepare a monthly report of its performance for the Board of Directors so that they can continuously monitor and control the performance of the management unit.

(2) The quorum of not less than two thirds of all Board members is eligible to vote at the meeting to pass a resolution.

(3) All committees can hold meetings to approve matters, within authority and power assigned by the Board of Directors and the Company Secretary shall act as the coordinator.

(4) Invitation, details of the meeting and supporting documents shall be sent to each director at least 7 days in advance of the meeting date. The documents shall be concise. In cases where details of the agenda cannot be disclosed in writing, the confidential issue shall be brought up for discussion during the meeting. The meeting minutes shall be taken with accurate and complete details while the approved version of minutes shall be kept for verification by the Board of Directors and relevant persons.

(5) The meeting of non-executive directors, without the presence of the management team can be arranged as appropriate. The Company Secretary shall act as the coordinator and inform the executive directors of the meeting result.

(6) Directors can access additional information via the Chief Executive Officer, the Company Secretary or the executives designated as a contact person.

(7) Executives of the Company and other related persons shall attend Board meetings to present information and details to support the Board’s accurate and timely decision-making.

5. Performance Assessment

The Board of Directors promotes assessment of the Board as a whole at least once a year so that their performance can be improved upon accordingly. At the end of each year, The Company Secretary must provide every director with the Assessment Form of which the topic shall be clearly defined. The assessment form shall be divided into the Board of Directors performance assessment, Individual Director Self-Assessment, performance assessment of other committees, and Chief Executive Officer Performance Assessment. The assessment result shall be summarized and reported to meeting of the Board of Directors for acknowledgement and consideration, which can be adopted for continuous improvement. Each assessment is detailed as follows :

1. The Board of Directors Performance Assessment follows the guideline specified by the Stock Exchange of Thailand and adjusts to fit the structure of the Boards of Directors and improve their performances. The topics are defined, as follows :

– Structure and Qualifications of the Board of Directors
– Roles and Responsibilities of the Board of Directors
– The meeting of the Board of Directors
– The Board of Directors’ function
– Relationship with the executive
– Self-improvement of the Board of Directors and Development of Executives

2. Individual Director Self-Assessment is defined with the topics in coherence with each director’s roles and responsibilities, Corporate Governance Policy, Code of Conduct for Directors, as follows :

– Qualifications, knowledge, and competency
– Strategic formulation, governance, performance tracking
– Role, function, and responsibility as director
– Self-Improvement

3. Performance Assessment of Other Committees is conducted yearly in order to improve their roles and responsibilities supporting the Board of Directors’ performance.

4. Chief Executive Officer Performance Assessment
The Chief Executive Officer’s responsibility is to set goals and manage every task to achieve them. Therefore, the Chief Executive Officer Performance Assessment as well as Self-Assessment shall be processed at the end of each year. The Company Secretary shall summarize and presents the assessment result to the meeting of the Nomination and Remuneration Committee. The assessment result will be a reference in defining the performance improvement plan and the remuneration for the Chief Executive Officer. The CEO assessment topics are defined in accordance with the requirements of SET as follows

– Leadership
– Strategic formulation
– Planning and financial performance
– Relationships with the Board of Directors
– External relationships
– Working management and relationships with personnel
– Succession plan
– Knowledge on products and services
– Personal qualifications
– Self-development

6. Remuneration for Directors and Executives

(1) Remuneration for the directors is fixed based on the level of remuneration of companies in the same industry as well as experiences, scope of work and responsibilities of each committee. The remuneration shall be considered appropriately at the fixed rate.

(2) Remuneration including remuneration in terms of salary, bonus and other incentives for the Chief Executive Director and executive directors shall be in line with the criteria approved by the shareholders’ meeting.

(3) The Nomination and Remuneration Committee shall determine the remuneration and evaluate the performance of the directors, the executive directors and the Chief Executive Director before proposing to the Board of Directors and/or the shareholders’ meeting for consideration.

(4) The Chief Executive Officer shall considered and reviewed the remuneration for the executives and employees at least once a year based on the Company’s performance as well as performance, years of employment and capability of employees. The result of consideration shall be submitted to the Nomination and Remuneration Committee, the Executive Committee and Board of Directors for consideration.

7. Professional Development for Directors, Executives and Employees

(1) The Company encourages the directors, executives and Company Secretary to attend seminars and training programs hosted by the Thai Institute of Directors, SET, SEC, the National Corporate Governance Committee, and related sectors as the knowledge gained from the seminars will beneficial and can help improve their performances. Basically, the directors must attend all development programs as required by SET and SEC.

(2) The Company shall provide orientation for new directors together with all relevant documents and necessary information that benefits their duties, such as the Director’s Handbook, annual registration statements (Form 56-1), annual reports (Form 56-2), minutes of the Board of Directors’ and shareholders’ meetings and the Corporate Governance Policy, Business Code of Conduct, Code of Conduct for Directors, Information pertaining to business operation and management, financial report, and director training courses shall be also provided in order to enhance knowledge and understanding on their performances as director, which will efficiently improve the business operation.

(3) The Company shall arrange executives and employees to rotate their tasks as appropriate, based on their abilities, work assignment and timing. The Chief Executive Officer shall determine the duration of their assignment and evaluate their performances in preparation of the development and succession plans. This shall increase the capabilities of the executives and employees and enable them take over each other’s position as required.