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Corporate Governance Committee Charter

The Board of Directors of Supalai Public Company Limited attaches importance to Good Corporate Governance and has therefore appointed the Corporate Governance Committee in order to set out good principles and guidelines according to the good governance process to supervise the operations of Directors and the management to generate operational results in accordance with good corporate governance principles.  It has also established the structures for auditing, balancing and provision of remuneration, all of which are important for the Company in managing and reducing conflict of interest among people in the Company and shareholders to minimum level. 

In addition, in order to manage corporate governance to be effective and suitable for the Company, it is deemed appropriate to establish a sub-committee which is the Corporate Governance Committee to be assigned by the Board of Directors to oversee the operations of the directors and the management in order to follow accordingly the principles of good corporate governance.  Therefore, it was deemed suitable to assign the following duties, responsibilities and scope of work of the Corporate Governance Committee: 

1.      Objectives

  1. To ensure efficient and transparent internal operations with accountability.
  2. To raise awareness of directors, executives and employees of the Company to recognize the importance of good corporate governance and put into practice.
  3. To oversee that directors, executives and employees of the Company comply with good corporate governance principles correctly in order to create confidence among shareholders and stakeholders.

2.      Elements of the Corporate Governance Committee

  1. The Corporate Governance Committee consists of at least three members, and the Chairman of the Corporate Governance Committee must be independent director.

3.      The Corporate Governance Committee Qualifications

3.1    The Nomination and Compensation Committee will annually consider and select appropriate persons from the members of the Board of directors and/or any qualified candidates propose for further consideration and appointed by the Board of Directors as a member of Corporate Governance Committee.

3.2    There is no any other aspect preventing such member from making comment freely on corporate governance.

4.      Term of Office and Retirement 

4.1    Corporate Governance Committee shall hold the position for a term of three years, which is consistent with the term of the Company’s directors, and may be reappointed after the end of the term. 

  1. In any case when a member vacates office before the end of the term, the replacement shall be made within 3 months starting from the vacancy date.  The successor shall serve the remaining term of the predecessor.

5.      Termination from Office

5.1         Completion of the term of office

5.2         Termination from being a director of the Company

5.3         Resignation

5.4         Death

5.5         Termination by the Board of Directors’ resolution

6.      Meetings and Quorum

  1. To constitute a quorum, not less than one half of the total members of the Corporate Governance Committee must attend the meeting each time.
  2. In the event that the Chairman of Corporate Governance Committee is not present at the meeting or unable to perform his duties, the members present shall select the Chairman from members attending the meeting.
  3. The meeting of the Corporate Governance Committee shall be held at least once a year, and the Chairman of this Committee may call a special meeting to consider urgent issues as  deemed fit.
  4. The corporate secretary and / or other participants have no right to vote in the meeting of the Corporate Governance Committee.
  5. The Corporate Governance Committee member who has an interest in any matter must not participate in the consideration or vote on the matter.

7. Scope of Duties and Responsibilities

Corporate Governance Committee has the duties as assigned by the Board of Directors as follows:

  1. Prescribe importance principles and procedures of the corporate governance process that is effective and suitable for the Company.
  2. Oversee the works performed by the directors and the management to ensure compliance with the good corporate governance of the regulatory agencies, i.e. the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
  3. Provide to the Good Corporate Governance Task Force the Company’s policy on good corporate governance.
  4. Develop and announce excellent corporate governance principles.
  5. Lay down policy and support the annual self assessment of internal corporate governance standards.
  6. Develop and prepare supervision plan to ensure the implementation of the announced corporate governance principles.
  7. Review on consistency basis the good corporate governance principle of the Company, compared with international practice and recommendations of regulatory agencies or relevant agencies given to the Board. 
  8. Review the Board’s Manual to ensure its continuing suitability for the Company’s business while submitting the Board Charter as well as the charters for all committees appointed by the Company. 
  9. Provide recommendations relating to business ethics and code of conduct for directors, executives and employees.
  10. Review the Corporate Governance Policy Manual to ensure its continuing suitability for the    Company’s business.
  11. Review the Company’s values as well as public announcements in regard to Good Corporate Governance.
  12. Encourage the dissemination of good corporate governance culture for understanding by the executives and employees of every level and with real practice.
  13. Review and report to the Board of Directors regarding good corporate governance of the Company and provide opinions on practical guidelines and recommendations for improvement as deemed appropriate.
  14. Supervise and ensure that good corporate governance principles are implemented.
  15. Provide advice to the task force for preparation in receiving rating for good corporate governance by external central unit not less than 1 time in every 3-year period.
  16. Arrange in place a system to receive complaints from interest persons in the case concerning corporate governance and business ethics and code of conduct for directors, executives and employees.
  17. The Corporate Governance Committee has the power to invite concerned parties or persons deemed appropriate to attend the meeting or to give explanation on related matters.
  18. The Corporate Governance Committee has the duties and responsibilities to report its duties or any other assigned duties to the Board of Directors at least once a year.
  19. The Corporate Governance Committee may request for advice from specialists in order to be able to efficiently perform its duties according to the Charter with the expenses paid by the Company.
  20. The Corporate Governance Committee has the right to attend trainings or to participate in activities in order to increase knowledge on concerning work by using the Company’s resources.
  21. To review and amend the Corporate Governance Committee Charter and propose to the Board of  Director for approval.
  22. To oversight  and recommend corporate social responsibility (CSR) activities.

8. Reporting

After each meeting of the Corporate Governance Committee, the secretary of the meeting shall summarize the opinions and comments of the meeting and submit to the Company’s Board of Directors for acknowledgment and / or consideration within the date of the next Board meeting.

9. Assessment of Corporate Governance Committee

The performance of the Corporate Governance Committee must be evaluated at least once a year and reported to the Board of Directors in order to apply the assessment results to improve operational efficiency and achieve its objectives.

10. Remuneration

Directors are entitled to remuneration as approved by the General Meeting of Shareholders.

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