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Corporate governance

Qualifications of the Board of Directors

Qualifications of the Board of Directors
  1. Company directors must be knowledgeable, capable, honest, ethical in conducting business and have sufficient time to dedicate their knowledge and ability to perform their duties for the company.
  2. Qualified and do not have prohibited characteristics according to the law on public limited companies and related laws. They must also not have characteristics that indicate a lack of suitability to be trusted to manage a business in which the public is a shareholder. As announced by the Securities and Exchange Commission (SEC)
  3. Company directors Can hold directorship positions in other companies However, being a director must not hinder the performance of duties as a director of the Company. and must follow the guidelines of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand.
  4. Independent directors must have the qualifications regarding independence as specified by the company. and according to the same guidelines as the qualifications of the Audit Committee as announced by the Stock Exchange of Thailand. Subject: Qualifications and scope of work of the Audit Committee and must be able to take care of the interests of all shareholders equally and without conflicts of interest In addition, they must be able to attend board meetings. By giving opinions independently.
For independent directors The company defines it to mean directors who do not act as executives. Be a director who is independent from management and controlling shareholders and who has no business relationship with the company in a manner that would cause limitations in expressing independent opinions. and must have additional properties:
  1. Holding shares not exceeding 1 percent of the total number of shares with voting rights of the company, parent company, subsidiaries, associated companies, major shareholders or controlling persons of the company, including the shareholding of those related to the company. that independent director as well
  2. Is not or has ever been a director who participates in management, an employee, a staff member, or an advisor who receives a regular salary. or a controlling person of the company, parent company, subsidiary company, associated company, same level subsidiary company Major shareholders or of the controlling person of the company Unless it has been free from having the aforementioned characteristics for not less than 2 years. However, such prohibited characteristics This does not include cases where the independent director was a government official. or an advisor to a government agency that is a major shareholder or the controlling person of the company
  3. Not a person related by blood. or by legal registration in the manner of father, mother, spouse, sibling, and child, including the child’s spouse of other directors, executives, major shareholders controlling person or persons who will be nominated to be directors Executives or Persons with controlling authority of the company, subsidiaries and associated companies.
  4. Does not have or have ever had a business relationship with the company, parent company, subsidiary company, associated company, major shareholder. or the controlling person of the company in a manner that may impede the exercise of one’s independent judgment including not being or having been Significant number of shareholders or controlling persons of those who have business relationships with the company, parent company, subsidiaries, associated companies, major shareholders or the controlling person of the company unless the person has been free from the aforementioned characteristics for not less than 2 years before the date of appointment.
  5. Not being or having been an auditor of the company, parent company, subsidiary company, associated company, major shareholder, or controlling person of the company. and not being a significant shareholder controlling person or partner of the audit firm which the auditor of the company, parent company, subsidiary company, associated company, major shareholder, or controlling person of the company is affiliated with unless the person has been free from the aforementioned characteristics for not less than 2 years before the date of appointment.
  6. Not being or having ever been a professional service provider. This includes providing services as a legal advisor or financial advisor.     Receiving service fees in excess of 2 million baht per year from the company, parent company, subsidiaries, associated companies, major shareholders or the controlling person of the company and not being a significant shareholder controlling person or a partner of that professional service provider as well unless the person has been free from the aforementioned characteristics for not less than 2 years before the date of appointment.
  7. Not being a director appointed to represent the company’s directors. Major shareholders or shareholders who are related to the major shareholders
  8. Do not operate a business that has the same nature and is in significant competition with the business of the company or its subsidiaries. or not being a significant partner in the partnership or being a director who participates in management, an employee, a staff member, or a consultant who receives a regular salary or holding shares exceeding 1 percent of the total number of shares with voting rights of other companies. which operates a business that has the same nature and is in significant competition with the business of the Company or its subsidiaries.
  9. Do not have any other characteristics that prevent you from giving an independent opinion regarding the Company’s operations.
Term of office
  1. The Nomination and Compensation Committee will select and nominate individuals who are fully qualified. As specified in this charter to serve as a director of the company. The names of such persons will be presented to the Board of Directors’ meeting and/or the shareholders’ meeting for further consideration and selection by the shareholders’ meeting.
  2. Company directors shall hold office for a term of 3 years and upon expiration of their term. May be considered for election as a director of the Company.
  3. In the case of appointing a director to replace a director position that is vacant for reasons other than retirement at the end of the term. The Selection and Remuneration Committee shall select individuals who have all the qualifications as specified in this charter and do not have any prohibited characteristics by law. To present the name of the said person to the Board of Directors’ meeting. To be appointed to the position of company director at the next meeting of the board of directors. Except for the agenda of the directors That person will have less than 2 months remaining. However, the person who assumes the position of director in such case Hold office only for the remaining term of the company director who vacates office.
  4. At every annual general meeting of shareholders, 1/3 of the company’s directors shall retire from office at that time. If the number of directors cannot be divided exactly into three parts The number closest to 1 in 3 shall be removed. Directors who have resigned from their positions may be elected to return to their positions.
  5. Independent directors will have a continuous term of office not exceeding 9 years, unless the Board of Directors deems that such person appropriate to continue serving as an independent director of the Company in the best interest of the Company.
  6. In addition to retiring from office according to the term mentioned above. Company Director Retire from position when
a) dead b) resign c) Lack of qualifications to be a company director or has prohibited characteristics according to the law on public limited companies. or has characteristics indicating a lack of suitability to be trusted to manage a business in which the public is a shareholder as specified in the Securities and Exchange Act. (and additional amendments) including related announcements from the Office of the Securities and Exchange Commission d) Lack of qualifications to be a company director According to this charter E) The shareholder meeting voted to remove him f) The court orders dismissal Any company director who wishes to resign from his position must submit a resignation letter to the chairman of the board of directors or the company secretary. The resignation will be effective from the date the resignation letter reaches the company.
Scope of authority, duties and responsibilities of the Board of Directors The Board of Directors has powers, duties and responsibilities for the operations of the company. To shareholders Each director must perform his or her duties for the highest benefit of the organization. and must be jointly and equally responsible for the performance of the Board of Directors The Board of Directors has duties and responsibilities as follows:
1. Policy and governance aspects
1.1. Perform duties in accordance with the law, objectives and regulations of the company. as well as the resolutions of the shareholder meeting with honesty Taking into account the interests of the company is important
1.2. Set and approve the vision, business direction, strategy, investment plan, business plan, including the annual budget of the company/subsidiary
1.3. Supervise management and follow up on the performance of the company/subsidiary. To ensure that business operations are in accordance with the goals and plans set
1.4. Establish appropriate corporate governance policies for the company/subsidiary. and disclosed to shareholders in the annual report
1.5. Establish a code of conduct and business ethics. To be a standard for the work of directors, executives, and employees of the company/subsidiary. The board of directors should seriously monitor compliance with the aforementioned code of conduct and business ethics.
1.6. Consider appointing sub-committees to perform duties. Give suggestions and consider various matters. Including specifying the scope of authority and duties of the sub-committee
1.7. Consider appointing the Chief Executive Officer (CEO) and consider the compensation of the Chief Executive Officer (CEO).
1.8. In the event that the Board of Directors has granted/cancelled, revoked, changed or amended authority, the executives or employees acting on their behalf must prepare it in writing. or recorded as a resolution of the Board of Directors in the report Board meeting clearly
2. Accounting and financial reporting
2.1. Arrange for preparation of a statement of financial position and income statement at the end of the calendar year which is the company’s fiscal year. Propose to the shareholders at the annual general meeting of shareholders. For consideration and approval, the Board of Directors must arrange for a certified public accountant to complete the audit of the financial statement and income statement before presenting it to the shareholder meeting.
2.2. Consider selecting and giving approval to propose names of certified public accountants of the company/subsidiary. Including considering and determining compensation. appropriate as presented by the Audit Committee before presenting to the shareholder meeting At the annual general meeting to consider approval
2.3.Proceed for the company/subsidiary Apply appropriate accounting policies according to accounting standards to use in accounting and financial reporting.
2.4. Approve the acquisition or disposal of assets and/or related transactions of the company. Unless such items are specified as requiring approval from the shareholder meeting. And such approval must be in accordance with announcements of the Securities and Exchange Commission, rules and regulations. Related to the stock exchange
2.5. Supervise subsidiaries to disclose important information in preparing financial statements. The information must be complete and accurate within the time specified by the company.
Scope of authority, duties and responsibilities of the Executive Committee Board of Directors The Executive Board has been assigned authority, duties and responsibilities for the operation and management of the company and/or its subsidiaries. including group companies The Executive Committee must determine and screen policies, prepare business plans, budgets, management structures and various administrative powers. of the company and/or subsidiaries including group companies To propose to the Board of Directors’ meeting for consideration/approval. In summary, the Executive Committee has the authority and responsibilities as follows:
  1. Operate and manage the company’s affairs according to the policies of the board of directors. which is subject to the laws, conditions, rules and regulations of the company Except for items that are required by law to be resolved by a shareholder meeting.
  2. Consider/set and screen the management’s proposals for determining organizational structure, vision, mission, goals, policies, directions, business strategies. Business operations Business plan Business expansion investment Set a financial plan Total budget and annual expenditure budget To present to the Board of Directors for consideration and approval.
  3. Carry out general management of the company. To achieve efficiency and effectiveness It covers every detail of the selection, training, hiring, and termination of the company’s employees.
  4. Approve any loan or credit application. from financial institutions including becoming a guarantor or payment or    Spend money for normal business transactions of the company. To be in accordance with approval authority and as assigned by the Board of Directors
  5. Appoint, remove, change organizational structure. In a position not higher than the level of Chief Executive Officer.
  6. Perform other duties As assigned in each period by the Board of Directors.
  7. Have authority to appoint ad hoc working groups as the Executive Board deems appropriate. To help support the operations or management of the company/subsidiary. to be effective Including defining the duties and responsibilities of the working group. In order to control and supervise the work of the working group to achieve its goals.
  8. Provide advice, advice, and determine the authority and duties of the Chief Executive Officer and the ad hoc working group.
  9. Authorized to appoint external consultants to help support the operations or management of the company/subsidiary. to be effective Including defining duties and responsibilities.
  10. Supervise management and follow up on the performance of the company/subsidiary. To ensure that business operations are in accordance with the goals and plans set forth.
  11. Take care of the company/subsidiary. There is an appropriate and efficient internal control system. In coordination with the Audit Committee.
  12. Nominate qualified persons to the Board of Directors for consideration and appointment as directors/executives of subsidiaries as well as setting policies. Supervision of operations of subsidiaries To present to the Board of Directors for approval.
The approval authority of the Executive Committee is as follows
  1. Study the feasibility of new projects. and has the authority to consider and approve the bidding for work as well as the execution of related legal acts. By such power To be in accordance with the approval authority framework set by the Board of Directors. and in accordance with relevant laws.
  2. To have the power to grant authority to any one/many persons. carry out any kind of operation It is under the control of the Executive Board and within the range that the Executive Board deems appropriate. The Executive Committee may cancel, revoke, change or amend the person who has been granted the authority or the authorization. As you see fit
  3. Approval of items/delegation of authority by the Executive Committee. Cannot be done with transactions that have conflicts of interest/connected transactions. or persons who may have conflicts or have a vested interest (According to the Company’s regulations and as announced by the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand) except for entering into transactions that comply with policies and criteria. that the Board of Directors has considered and approved The Executive Committee must present the said items to the Audit Committee for consideration and approval and submit them to the Board of Directors for approval.
  1. Consider and review the accuracy and adequacy of information disclosure in the company’s annual or interim financial reports. To be appropriate and in accordance with accounting standards By coordinating with external auditors and executives who are responsible for preparing annual and quarterly financial reports.
  2. The audit committee may engage an external auditor to review or audit any transactions. that is considered necessary and important      During the preparation of the company’s accounting statements
  3. Review the internal control system and internal audit of the company/subsidiary. appropriate and effective
  4. Control and supervise the company/subsidiary. Comply with the law on public limited companies. Laws regarding securities and stock exchange Regulations of the Stock Exchange of Thailand and regulations of the Securities and Exchange Commission related to listed companies Including other rules related to the business operations of the company/subsidiary.
  5. Consider the independence of the internal audit department. As well as giving approval to consider the appointment, transfer and dismissal of the head of internal audit.
  6. Consider, select, nominate and hire independent persons to serve as auditors. and consider proposing the remuneration of such persons to the Board of Directors Including meeting with the auditor without the management attending at least once a year.
  7. Consider and approve Internal Audit Department Policy/Charter and annual internal audit plan of the company/subsidiary
  8. Consider and give opinions on connected transactions or transactions that may have conflicts of interest to ensure they are reasonable and in the best interest of the organization. Including compliance with relevant laws.
  9. Prepare a report on corporate governance of the Audit Committee. It is disclosed in the annual report. This report must be signed by the Chairman of the Audit Committee.
  10. Carry out any other duties as assigned by the Board of Directors with the approval of the Audit Committee.
  11. Review and give opinions on various policies. related to the authority and duties of the Audit Committee, such as important accounting policies of the company Policy on setting important accounting allowances and accounting estimates and policies regarding prevention of conflicts of interest, etc.
Scope of powers, duties and responsibilities of the Nomination and Remuneration Committee
  1. Consider the structure, size, and composition of the Board of Directors and sub-committees of the Company and its subsidiaries. To be appropriate to the company’s strategy and changing situations.
  2. Consider determining the qualifications of those who will hold the position of company director. Taking into account the diversity of knowledge Expertise Skills and experiences that are beneficial to the company’s business operations and dedication of time
  3. Determine policies, criteria and methods for recruitment. as well as consider selecting and nominating the company’s directors. and members of the sub-committee to the shareholder meeting and/or the Board of Directors approves
  4. Consider the criteria for succession of senior executives
  5. Consider and screen compensation for the Board of Directors. Sub-committees and the Chief Executive Officer of the company, both monetary and non-monetary.
  6. Presenting a compensation plan for the Board of Directors and committees. To the Board of Directors for consideration and request approval from the annual shareholder meeting.
  7. Presenting appropriate remuneration and benefits for the Chief Executive Officer and making recommendations to the Board of Directors for approval.
  8. In the case that the position of director is vacant. Because
  1. Retired by rotation – Consider recruiting and selecting qualified experts to be directors in order to present their opinions to the Board of Directors. and request approval from the annual general meeting of shareholders.
  2. Leaving for reasons other than retirement at the end of term – Consider recruiting and selecting qualified persons with appropriate qualifications to be directors. To present to the Board of Directors Consider appointing a replacement for the position that was laid down.
  1. Perform any other work as assigned by the Board of Directors related to recruitment and consideration of compensation
Risk management
  1. Define, review and approve risk management policies. Risk management master plan as well as directing and implementing the company’s risk management system Including considering Review management plan       Risk management to be efficient, consistent, and appropriate to the situation.
  2. Assess, monitor and supervise the company’s risk level to be at an appropriate level.
  3. Supervise, supervise, and monitor all departments within the company to continuously comply with the risk management policy.
  4. Track and report the company’s risk status. To the Board of Directors and the Audit Committee
  5. Appoint working groups as you deem appropriate
  6. Other operations related to risk management as assigned by the Board of Directors
Good governance
  1. Determine policies and guidelines for good corporate governance and present them to the Board of Directors for approval.
  2. Provide advice on principles of good corporate governance to the Board of Directors
  3. Prepare a manual for good corporate governance. Review the company’s good corporate governance practices. By comparing with the principles of good corporate governance of international standards. and the Stock Exchange of Thailand and present it to the Board of Directors for consideration and approval to update it regularly.
  4. Appoint a working group to assist with operations as appropriate and set good corporate governance policies for the company’s good corporate governance working group. By reporting the results of corporate governance periodically.
  5. Report operating results to the Board of Directors for information
  1. Perform other duties as assigned by the Board of Directors
Scope of powers, duties and responsibilities of the Chief Executive Officer
  1. Manage and supervise business operations related to the general administration of the company in order to ensure that it is According to the objectives, regulations, policies, requirements, regulations, resolutions of the Board of Directors’ meeting. and resolutions of the shareholder meeting
  2. Responsible for preparing Determine organizational structure, vision, mission, goals, policies, directions, business strategies. Business operations Business plan Business expansion investment Set a financial plan Total budget and annual expenditure budget Consider the company’s fundraising. Including the duty to present and report on progress. Executive Committee and Board of Directors
  3. Review and improve business plans. as well as the budget approved by the Board of Directors Propose to the Executive Committee and the Board of Directors. Every quarter
  4. Have authority to make legal transactions binding the company within the scope specified in the company’s policies and procedures regarding approval authority.
  5. Ensure good corporate governance. Compliance with the law Business ethics and anti-corruption policy and whistleblowing and complaints.
  6. Determine and control the company to have an appropriate and efficient internal control system.
  7. Human resource management With the authority to issue/amend/add/improve/regulations/orders and regulations regarding the work of the company
  8. Hire, appoint, remove, transfer, promote, demote, cut salary or wages. Disciplinary punishment or termination, determination of wage rate reward Increase salary, compensation, and bonuses for employees On behalf of the company Including appointing and determining remuneration of any other officers in the executive team and all subordinates with a position lower than the Chief Executive Officer. as well as granting their powers and duties Assigned to such officials as they may deem appropriate to appoint various consultants. necessary for operations Carry out according to plans and budgets approved by the Board of Directors.
  9. Create policies and enter into or cancel any contracts or obligations. related to operations on behalf of the company Both now and in the future under the scope of approval authority determined by the Board of Directors.
  10. Entering into or canceling any contract or obligation. In addition to what is specified in 9.Above within the scope of authority      Approval at the Board of Directors Consider and specify.
  11. Power to grant sub-delegation of authority. and/or can assign other people to perform specific tasks on their behalf By delegating authority And/or such delegation shall be within the scope of authorization according to the power of attorney provided. and/or in accordance with regulations and requirements and must not be in the nature of delegation of authority or grant authority to the Chief Executive Officer or attorney From the Chief Executive Officer Can approve items that he or any person may have conflicts with. May have a vested interest or may benefit in any way or there may be any other conflicts of interest with the company or its subsidiaries. The exception is the approval of items that are in accordance with the policies and criteria that the shareholder meeting or the Board of Directors has considered and approved.

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