About Us
Appointment and Removal of Directors
Meeting and Quorum
Authority of Board of Directors
Authorization Granted by Board of Directors
Roles and Duties of the Board of Directors
- Providing an adequate system or mechanism to ensure that the Company's operations are in accordance with the laws, objectives, goals, Articles of Association, and operating policies, including resolutions of the Shareholders' Meeting and protecting the interests of the Company based on the principles of good corporate governance.
- Defining the Company’s vision, mission, values, strategic direction, main objective and goals, and operating policy, considering and reviewing the Company’s vision, mission, values, strategic direction, main objective and goals, and operating policy on a regular basis and approving them every year to be in line with the business plan of the Company.
- Controlling and supervising the operations of the Company to be in accordance with the rules and regulations of relevant agencies, being responsible and protecting the interests of shareholders to create values to the business sustainably, disclosing information to shareholders and all relevant parties adequately, correctly, completely, and transparently with standards.
- Ensuring that there are clear anti-corruption policies and practices and complaint handling mechanism and communicating them to all levels of the organization and third parties for practical operations.
- Providing an approval to important strategies and operating policies, including objectives, financial goals, and the Company's action plans, and following up, evaluating and supervising the report on performances in order to comply with the specified plans, objectives and goals.
- Considering and approving the annual budget for the Company's investment and business operations as well as supervising the use of the Company's resources.
- Appointing and clearly defining the scope of duties of the Executive Committee and the Management Committee.
- Considering and appointing sub-committees to provide assistance in performing duties in accordance with the responsibilities of the Board of Directors, and clearly defining the scope of duties of the sub-committees and preparing the report on performances of the sub-committees.
- Promoting the application of information technology as a part of the strategy and operation by ensuring that information technology is used to increase business opportunities, performance development, and sustainability of the business.
- Focusing on and supporting innovation that creates added values to the business while creating benefits for customers or related parties, society and environment.
- Providing a mechanism to ensure that shareholders take part in making decisions on important matters of the Company and organizing an annual general meeting of shareholders within 4 months from the closing date of the Company's year-end account and holding an extraordinary general meeting of shareholders when necessary to be orderly, transparently, and efficiently and facilitate shareholders to exercise their rights.
- Establishing a mechanism for supervising policies and operations of subsidiaries and other businesses in which the Company significantly invests.
- Organizing the Board of Directors’ Meeting every quarter by determining the meeting schedule and agenda in advance. At the meeting, there must be not less than one-half of the directors attending the meeting. The final decision of the meeting shall be made by a majority vote. In the case of a tie vote, the Chairman of the meeting shall have a casting vote.
- Encouraging the Management Committee, executives, or other related parties to attend a meeting in order to provide additional details as it pertains to the issue directly.
- Providing advices, jointly discussing issues widely and thoroughly, making decisions with careful discretion on matters proposed in accordance with the agenda of the Board of Directors' Meeting, and being independent to propose matters that are beneficial to the Company to the agenda.
- Preparing a report of the Board of Directors' responsibility for financial reports by presenting together with the auditor's report in the annual report and covering important matters in accordance with the policy on good practices for directors of listed companies of the Stock Exchange of Thailand, including preparing a sustainability report.
- Reporting stakes by recording in the minutes of the Board of Directors’ Meeting.
- Determining and amending the names of the directors authorized to sign and bind the Company.
- Delegating authority to the Chairman of the Executive Committee for the Company's business operations, including the authority to appoint and dismiss employees of the Company, as well as determining remuneration in accordance with the policy of the Board of Directors, and delegating authority to perform operations to employees that is consistent with the business situation.
- Promoting the application of information technology to disseminate information and to be able to access additional necessary information. If necessary, the Board of Directors can provide opinions from independent advisors or external professionals at the expense of the Company.
- Participating in building and driving an ethical organizational culture whereas the Board of Directors should behave as a model as a leader of corporate governance
- Monitoring and supervising the Management Committee to operate businesses with social and environmental responsibility included in the Operational Plan and applying the strategic plan to the Operational Plan in accordance with the strategic plans, main goals and objectives of the Company, including establishing a framework for budget allocation and resource management for the efficient and effective development, considering the impacts and development of resources throughout the value chain.
- The Management Committee reports the performances at least once a quarter in order to be able to control and supervise the performances of the Management Committee continuously and timely.์
- Non-executive directors hold meetings as necessary to discuss issues on management that are in the limelight without the Management attending the meeting and report it to the Chairman of the Executive Committee for acknowledgment.
- Ensuring that there is adequate monitoring of the financial liquidity and solvency of the entity, and providing plans for solution to recover the operational status in the event that financial difficulties occur or are likely to occur.
- Monitoring, managing and following the solution of potential conflicts of interest and connected transactions to be in accordance with the procedures and information disclosure stipulated by the laws, including the prevention of improper use of the Company's assets, information and opportunities and transactions made with those who have a connected relationship with the Company in an inappropriate manner.
- Supervising departments and persons responsible for investor relations, determining the direction, supporting operations on investor relations, and ensuring that there is an appropriate and fair communication channel with each group of shareholders and stakeholders, such as investors, analysts and the media.
- Providing accounting, financial reporting and auditing systems, including ensuring that there is an efficient and effective internal control and internal audit system.
- Preparing a statement of financial position and a statement of profit and loss at the end of the Company's fiscal year and proposing them to the Shareholders' Meeting at the Annual General Meeting to consider and approve the balance sheet and profit and loss account; The Board of Directors must allow the auditors to complete the audit before presenting it to the Shareholders' Meeting.
- Providing complete, accurate and sufficient financial information and general information that is important to shareholders and verifying the authentication of the reported information.
- Providing accurate, clear, transparent, and reliable disclosure of financial and non-financial information with high standards.
- Establishing guidelines for risk management comprehensively and ensuring that the executives provide an internal control system or effective risk management processes.
- Providing the internal control and audit, as well as establishing a system for financial and operational control, supervising operations, and controlling and managing risks.
- The Board of Directors is responsible for proposing directors' remuneration to the Shareholders' Meeting for approval by considering the structure and the rate of remuneration to be suitable for duties and responsibilities and motivating the Board of Directors to lead the organization to achieve both short-term and long-term goals.
- Appointing and determining the remuneration of the Chairman of the Executive Committee.
- Ensuring that there is an appropriate system or mechanism for remuneration payment of senior executives in order to create both short-term and long-term motivation for performance which is in line with the main objectives and goals of the Company.
- The Board of Directors is responsible for evaluating the performances of executive management and determines the remuneration based on their performances.
The appointment of a person qualified to act as company secretary.
1.
Directors of the Company are elected by the Shareholders' Meeting by not less than 5 persons and there are at least 3 independent directors. Not less than one-half of the total number of directors must have residence in the Kingdom and at least one director of the Company must have knowledge in accounting and finance. The directors must possess qualifications as specified by laws and regulations.
2.
The Shareholders' Meeting shall elect directors. The Nomination Committee selects and nominates qualified persons according to the following rules;
(1)
A shareholder has one vote. One share equals to one vote.
(2)
Each shareholder is required to exercise all his votes under (1) to elect one person or several persons to be a director. However, the shareholder shall not allot his/her votes to any person in any number.
(3)
The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be appointed as directors in that order in the amount required in the election or to be elected at that time. In the event that the persons who are elected in descending order of votes obtain the equal number of votes exceeding the number of directors required or to be elected at that time, the Chairman shall have a casting vote.
3.
At each annual general meeting, one-third of the directors must vacate office. If the number of directors is not a multiple of three, then the number nearest to one-third must vacate office. The directors to vacate office in the first and second years following the registration of the company shall be drawn by lots. In every subsequent year, the directors who have been longest in office shall vacate office.
4.
Any director who wishes to resign from his/her position shall submit a resignation letter to the Company. The resignation takes effect as from the date on which the letter of resignation reaches the Company.
5.
In the case where any director shall vacate office prior to his/her retirement by rotation, the resolution must be passed by a vote of not less than three-fourths of the number of shareholders present at the meeting and eligible to vote and representing at least one half of the total number of shares held by the shareholders present at the meeting and eligible to vote.
1.
The Company establishes a policy stipulating that, if the director is considered to have interests that may conflict with the interests of the Company in any agenda, the Company Secretary will not submit such agenda to such director. Directors with interests must temporarily leave the meeting room and abstain from voting on such agenda, which is the practice that the Board of Directors has always performed.
2.
At the Board of Directors’ meeting, at least half of total number of directors present at the meeting is required to constitute a quorum. In the event that the Chairman of the Board is absent from the meeting or is unable to perform his duties, if there is a vice-chairman, the vice-chairman shall preside over the meeting. If there is no vice Chairman or the vice chairman is unable to perform his duties, the members present at the meeting shall elect one director to preside over the meeting.
3.
The final decision of the meeting shall be made by a majority vote.
4.
One director has 1 vote, unless the director having interests in any matter has no right to vote on that matter. In the case of a tie vote, the Chairman of the Meeting shall have a casting vote.
5.
To summon the Board of Directors’ Meeting, the Chairman of the Board or an assigned person shall submit an invitation letter no less than 7 days before the date of the meeting. Unless there is an urgent and necessary case for protecting rights or interests of the Company, the meeting appointment shall be notified by other means and the date of the meeting may be scheduled to the earlier date.
6.
For the good corporate governance, the Company has a policy by setting a minimum quorum at the time of voting that there must be no less than two-thirds of the total number of directors present at the meeting.
1.
The Board of Directors is responsible for complying with laws, objectives, and Articles of Association of the Company and the resolution of the Shareholders' Meeting by performing duties with responsibilities, duty of loyalty, and duty of care, maintaining current and long-term interests of shareholders, including abiding by rules and regulations of the Stock Exchange of Thailand, the Office of the Securities and Exchange Commission, and the Capital Market Supervisory Board.
2.
The Board of Directors has the authority to appoint a director to be the Chairman of the Board and may appoint the Vice Chairman as the Board deems appropriate.
3.
The Board of Directors has the authority to appoint a director to be the Chairman of the Executive Committee and any person to be the Company Secretary as the Board of Directors deems appropriate.
4.
The Board of Directors supervises directors to obtain necessary trainings and development of knowledge continuously in order to enhance their knowledge relating to works by using the Company's resources.
1.
Considering and approving the acquisition or disposal of assets, unless such transaction is subject to approval from the Shareholders' Meeting; such approval shall be in accordance with the notifications, regulations and / or rules relating to the Office of the Securities and Exchange Commission Thailand.
2.
Considering and approving connected transactions, unless such transaction is subject to approval from the Shareholders' Meeting; such approval shall be in accordance with the notifications, regulations and / or rules relating to the Office of the Securities and Exchange Commission Thailand.
3.
Considering and approving the payment of interim dividends to shareholders, when the Company earns the reasonable amount of profits to do so, and reporting such dividend payment to the Shareholders' Meeting at the next shareholders' meeting.
4.
Having the authority to approve any loan or application for credit from financial institutions or setting a new working capital limit (O/D) as well as expenses for investment and land purchase within the limit of each transaction that exceeds 200 million Baht per time.
1.
Roles and duties of the Chairman of the Board of Directors
1.
Being responsible as the leader of the Board of Directors in monitoring the administration of the Executive Committee and other sub-committees to ensure that the performance of duties of the Board of Directors and o the r sub-committees is efficient and achieves the objectives and goals of specified plans.
2.
Presiding over the Board of Directors’ Meeting and the Company's Shareholders’ Meeting and ensuring that all directors participate in promoting the ethical organizational culture and adhering to the good corporate governance and the code of conduct of the Company. 3. Having a casting vote in the event that there is a vote casting at the Board of Directors’ Meeting and the votes of both parties are tie.
3.
Allocating sufficient time to discuss important issues, cooperating with independent directors to determine the agenda for the Board of Directors' Meetings, and providing measures to ensure that important matters are included in the agenda, as well as promoting and encouraging the Management to exercise prudent discretion to discuss any issues during the meeting, make inquiries and express opinions.
4.
Promoting constructive relationships among directors and the Board of Directors and the Management.
2.
The duties and responsibilities of the Board of Directors are divided into 2 areas as follows ;
1.
Establishment of Business Directions, Policies, and Strategies
2.
Monitoring of Operations of the Management for Inspection of Balance and Consistency with Directions of the Company
Such assignment shall not release the duties and responsibilities of the Board of Directors. The Board of Directors should also monitor the Management to perform its assigned duties as follows ;
1.
Corporate Governance
2.
Internal Control and Risk Management
3.
Determination of Remuneration of Directors
4.
Determination of Remuneration of Executive Management
5.
Offering of Securities to Employees and Directors.
3.
Self-Assessment
1.
Qualifications of the Company Secretary
1.
Graduate with a degree in Law or Accounting or finance and has completed relevant training courses in the Company’s secretarial functions and possess good knowledge experience and understanding of the business type of the Company. The Company secretary’s related duties are duties of directors, duties of the Company, and also possess knowledge on relevant laws and regulations, and always keeps abreast with news and information in order to improve the performance of duties.
2.
Comply with related laws, the Company’s objectives, Articles of Association as well as resolutions of the Company’s Board of Directors and the resolutions of the shareholders’ meetings with accountability, care, honesty and commitment to support the Company’s operations to achieve objectives under the principles of good corporate governance and business ethics.
3.
Adhere to ethics and morality and always consider the interest of the shareholders; shall not do anything that may affect reputation and image of the Company.
4.
Keep the Company’s information confidential and safe and not look out for personal gains from the Company’s business opportunity.
5.
Have good interpersonal skills and ability to liaise with various.
2.
Duties and responsibilities of the Company Secretary
1.
Give basic advice to Directors in respect of laws, orders and regulations of the Company of which the Board of Directors needs to know, as well as to ensure proper and consistent compliance. Report any significant change in matter of laws to Directors.
2.
Organize the shareholders’ meeting and Board meeting in accordance with the laws, articles of association and proper practice.
3.
Take the minutes of shareholders’ meeting and Board meeting and disclosed the resolutions of the meeting accurately and completely, as well as to ensure compliance with the resolutions of the shareholders’ meeting and Board meeting.
4.
Prepare and keep the register of Directors, annual reports, letters of invitation for shareholders’ meeting, letters of invitation for Board meeting, minutes of the shareholders’ meeting and minutes of the Board meeting.
5.
Keep the reports of interests filed reported by directors or executives and make submission as required by laws.
6.
Ensure that there is the disclosure of information under responsibility to the regulatory agencies according to the regulations and requirements of government agencies.
7.
Take care of meetings, documents, and activities related to Board of Directors.
8.
Contact and communicate with general shareholders to keep them informed of various shareholders’ rights and Company’s news.
9.
Oversea other matters relating to the Board of Directors, the management and the shareholders.
10.
Carry out other duties as prescribed by the Capital Market Supervisory Board as well as complying with related laws and the Company’s objectives, Articles of Association, resolutions of the Board of Directors and the resolutions of the Shareholders’ meetings; coordinate to ensure implementation of the resolutions of the Board of Directors.