5. Responsibilities of the Board

  1. Composition and appointment
    • The Board consists of at least five directors. At least one-third must be independent directors, the number of whom must be at least three. At least half of the directors must be permanent residents of the kingdom.
    • The directors elect one of them as chairman. When deemed appropriate, the directors may elect one or several directors as vice chairman. The vice chairman is responsible for assignments by the chairman under Company's regulations.
    • The Chairman and CEO are two separate persons for the sake of clear-cut segregation of roles and balance in the operation.
    • The appointment of the directors must follow relevant law, rules, and regulations based on transparency and clarity
      1. If a director resigns upon term expiration, the shareholders' meeting may elect his/her replacement through the decision of the majority of votes of the present shareholders. If there are equal votes among the directors, the Chairman of the meeting must cast the decisive vote.
      2. If a director's post becomes vacant for reasons other than term expiration, the Board may elect a qualified candidate to replace him/her in the next Board meeting. If the remaining term of directorship is shorter than two months, the newly elected one is to stay in office for the remaining term. The resolution of the board on this matter must consist of no less than three-quarter votes of the remaining directors.
  2. Qualifications
    • Directors must be individual person and
      1. Are of legal age
      2. Are not bankrupt, incompetent, or equivalent
      3. Have not served prison terms for fraud
      4. Have not been dismissed from the government, organizations, or government agencies for fraud.
      5. Have never faced legal fines for fraudulent property offenses
    • Directors must possess knowledge, ability, and experience beneficial to the business operation with ethics, honesty, and sufficient time to devote to their work.
    • Directors must not manage other activities opposing Company's interest or provide interest to other people/entities, whether for their own benefit or the benefit of others.
  3. Terms
    • At every annual general meeting, one-third of the directors must resign from office. If the number is not a multiple of three, the number closest to one-third must be adopted.
    • A director whose term has expired may be re-elected.
      1. Death
      2. Resignation
      3. Disqualifications or qualifications contrary to the law and the company's regulations
      4. Shareholders' resolution to remove him/her with no less than three-quarters of the votes of the present shareholders who are eligible to vote and with no less than half of the shares held by the present shareholders who are eligible to vote.
      5. Removal by court order.
    • A director who wishes to resign must submit a resignation to Chairman or director or the person assigned by the directors. The resignation takes effect on the day the resignation letter is received by the Company.
    • Independent directors gain independency from the management and major shareholders. An independent director may hold the post for no more than two consecutive terms, extendable for another term, totaling up to nine years, to maintain the independence of opinions and performance of duties as the Company's independent director.
      The Board could extend independent directors' terms as seen fit. When independent directors complete their terms, the Board may nominate their names to the AGM for possible re-election and extension of their terms.
  4. Selection
    Selection of directors must be conducted in a transparent, fair, and accountable way under applicable legislation and regulations.
    • Criteria and procedure: The Nomination and Remuneration Committee is responsible for selecting and screening qualified people under Company's regulations, Board charter, and applicable criteria before tabling their names for the Board's endorsement and finally for the shareholders' appointment.
      The Nomination and Remuneration Committee reviews eligible directors by:
      • - Allowing the major shareholder, minor shareholders, directors, and executives to nominate directors
      • - Examining the Director Pool of the Thai Institute of Directors Association or other agencies with similar lists
      • - Leveraging other channels considered suitable by the Nomination and Remuneration Committee.
  5. Board diversity
    The Board is made up of experts with diverse background on competency, experience, and skills that are helpful to business conduct, in addition to steadfast righteousness and integrity, regardless of gender, nationality, religious belief, age, professional skills, or other qualifications.

  6. Roles of the Chairman and the CEO
    For clear role segregation and checks and balances, the Chairman and the CEO are always two different persons.
    As a director bound by the Charter of the Board, the Chairman is committed to the Code of Conduct and Corporate Governance in providing a role model for the Board, executives, and employees. The Chairman presides over the meetings of the Board as well as the shareholders, ensuring smooth meetings and giving directors and shareholders opportunities to express their views and recommendations freely and creatively.
    The CEO is responsible for managing and administering day-to-day Company businesses under its strategic plans, vision, and missions, with a scope of authority bound by law, objectives, and Company's regulations, in addition to the decisions of the Board and shareholders' meetings.

  7. Limiting the number of companies for directors and the CEO
    • A director must not serve on more than five SET-listed companies.
    • The CEO may hold directorships in another SET-listed company, but such action must not affect her own responsibility for Company. In addition, the other company must not be in the same business or in competition with Company. Board approval must first be sought before accepting a directorship in another company.
  8. Responsibilities
    • Acting in the best interest of shareholders (Fiduciary Duty) by observing the following four main practices
      1. Performing its duties with faithfulness and honesty (Duty of Loyalty)
      2. Performing its duties with responsibility and all due circumspection and caution as well as with accountability and ethics (Duty of Care)
      3. Performing its duties in compliance with laws, objectives, the Company's Articles of Association, the resolutions of the Board of Directors and resolutions of Shareholders' Meetings (Duty of Obedience)
      4. Disclosing information to shareholders accurately, completely, and transparently with verification, timeliness and equitability (Duty of Disclosure)
    • Set the vision, mission, and short-term & long-term strategies to ensure fulfillment of corporate objectives and key goals with a focus on sustainability goals agreeing with value addition to the business, stakeholders, and society at large. These elements are revised annually.
    • Consider approving key transactions under the Board's authority scope under the law and corporate regulations and approval protocol.
    • Consider approving annual plans and budget, while constantly monitoring its business performance to ensure goal achievement by suitably and safely applying innovation and technology
    • Supervise subsidiaries and associated companies in line with the Company’s policy and direction to ensure its safe and efficient investment. The Board was required to approve major operations, such as appointment of Company’s representatives as directors, executives, or authorized persons in subsidiaries and joint ventures, scope of duties and responsibilities of the Company’s representatives, monitoring accurate, complete disclosure of financial and operation performance, as well as efficient internal control.
    • Set and review Board structure, specifically the number of directors and ratio of independent directors, as well as diverse qualifications suiting corporate business. Review Board and committee compensation as proposed by the Nomination and Remuneration Committee.
    • Consider appointing subcommittees to provide support for the Board's performance and responsibilities where suitable and necessary, and monitor the subcommittees' performance on a regular basis.
    • Disclose financial and key information to all shareholders and stakeholders on a correct, complete, transparent, reliable, timely, and equitable basis in compliance with regulations, standards, and practical guidelines.
    • Set up efficient and effective internal control and internal audit systems.
    • Develop a code of business conduct for the directors, executives, and employees to set the standards for the Company's business operation. All directors, executives, and employees shall perform their duties ethically and in strict compliance with the Company's code of conduct.
    • Ensure business operation based on good corporate governance principles and provide support to communicate to every personnel in the Company to acknowledge and strictly adhere to them.
    • Ensure clear and transparent connected transactions.
    • Ensure clear procedures of the Audit and Corporate Governance Committee's report to the directors when doubtful of transactions and actions that may seriously affect the Company's financial status and performance. The Board must rectify the problems within the timeframe deemed appropriate by the Audit and Corporate Governance Committee.
    • Institute a suitable and efficient risk management policy and procedures with regular monitoring and assessment of risk management performance.
    • Ensure the succession planning of the Company's top executives and annually arrange effective assessment of their performance.
    • Arrange for the company secretary to assist the directors' activities and ensure that the Board and the Company comply with the relevant law and regulations.
    • Annually assess Board performance and monitor Board and committee performances for joint review in the Board.
    • Constantly develop competency through training and participation in courses on Board performance or in other activities designed to enhance job expertise.
    • Steer the formulation of an anti-corruption policy and practical guidelines, strictly conform to the corporate policy and measures to set good examples for all personnel, and advocate internal and external communication for genuine conformance.
    • Steer the institution of processes and channels for receiving and effectively handling complaints filed by those with fraud leads and all stakeholders.
    • Steer the institution of an information security system, which includes the defining of a policy and procedures for confidentiality, integrity, availability, and the handling of market-sensitive information. Ensure conformance to this system by all directors, top management, personnel, and relevant third-party personnel.
    • Review and rectify the charter of the board as appropriate under prevailing circumstances.
    • Seek professional opinions by hiring outside advisers paid for by the Company.
    • Perform other duties as specified by the shareholders.
  9. Appointment of subcommittees
    The Board appoints subcommittees to assist in the monitoring and screening of key work and requires that the performance should be regularly reported back to the Board. The subcommittees consist of the following:
    1. Audit and Corporate Governance Committee
      The Audit and Corporate Governance Committee is appointed by the Board, consisting of at least three independent directors, at least one of whom has sufficient knowledge and experience to check the reliability of financial statements. The Audit and Corporate Governance Committee, responsible for ensuring that Company correctly, completely, sufficiently, reliably, and timely reports financial statements, ensures that the connected transactions or the transactions that may cause conflicts of interest are in line with the law and related rules, oversees accurate and complete disclosure of the information. They also ensure that there are proper and efficient internal control and internal audit systems, select the auditor and check financial statements prepared by the auditor, ensure the adherence to the relevant regulations and law, as well as encouraging Company to have corporate governance principles and systematic and efficient risk management procedures. The Office of Internal Audit, the committee's direct report, supports its work.
    2. Nomination and Remuneration Committee
      The Nomination and Remuneration Committee is elected by the board, consisting of at least three directors, with independent directors accounting for at least half of all directors. Its chairman must be an independent director. Below are its responsibilities:
      Nomination: Ensure that the structure, size, and composition of the Board suit Company and the changing atmosphere; ensure the revision of the qualifications of independent directors; ensure that Board structure comprises experts who are knowledgeable, experienced, and skillful in diverse fields relevant to the conduct of business and uphold in ethics and honesty with non-discrimination of gender, race, religion, age, professional skill, or other qualifications; consider the criteria for selecting directors and CEO; select and nominate those persons qualified and appropriate to be appointed as directors and CEO by presenting to the Board of Directors before presenting further to the Shareholders Meeting to approve the appointment of directors and presenting to the Board for the appointment of the CEO; allow minor shareholders to nominate a person(s) name as director(s), providing shareholders with enough time prior to shareholders' meetings being held; formulate succession plans for CEO and senior executive position with regular revision to present to the Board; consider appropriate strategies relating to human capital and organization management to be implemented to ensure its consistency with Company's business operations.
      Remuneration: Determine the methods and criteria of paying remuneration and other profits to the Board, subcommittees, and the CEO on the basis of clarity, fairness, appropriate to the responsibilities and other related factors inclusive of comparisons to remuneration of other companies within the same or similar industry and business sectors as Company, and also take into consideration the overall increase to the total value of the shareholders equity in the long term; determine the remuneration of the directors and the subcommittees and submit it to the Board and the shareholders' meeting for approval, as well as determining objectives and assessing the performance of the CEO to submit to the Board for the consideration of the CEO's future remuneration.
    3. Risk Management Committee
      Appointed by the Board of Directors, the Risk Management Committee consists of independent directors, the Chief Executive Officer, and senior executives totaling at least 3 persons. The Chairman of the Committee is an independent director. The Risk Management Committee is responsible for acknowledging and providing recommendations on policies, strategies, structures, and frameworks for the development of risk management in all types and levels of the organization. The effectiveness of risk management is evaluated, considered, screened and agreed on the risk appetite to the organization. The overall risk management of the organization is reviewed to identify the key risks and monitor appropriate responses, as well as to give opinions on the analysis of the organization’s annual risk management strategy.
    4. Corporate Governance and Sustainable Development Committee The Corporate Governance and Sustainable Development Committee consists of executive directors from various departments whose duty it is to determine and review the Code of Conduct and Corporate Governance Principles in accordance with international and current practices before submitting them to the Audit and Corporate Governance Committee and the Board of Directors for approval, respectively. Policies, regulations, or approaches related to corporate governance and sustainable development are set and reviewed. These include making suggestions and promoting related plans or activities and representing the Company in communicating and executing corporate governance and sustainable development activities. This ensures that corporate governance and sustainable development information is disclosed to all stakeholders accurately, completely, and through appropriate communication channels.
  10. Board meetings
    • The directors must hold meetings at least once every three months by setting meeting dates in advance all year round and may convene an extraordinary session if necessary.
    • The directors have the duty to regularly attend Board meetings with the ratio of at least 75% of the meetings for the entire year.
    • At least two directors are entitled to call for a meeting. The Chairman or the assigned person must set the date of the meeting within 14 days after receiving the request.
    • The Chairman or the assigned person sends meeting invitations specifying the date, time, venue, and agenda details to all directors at least seven days ahead of the meeting. Except for the urgent case to protect Company's interest, notification of the meeting can be given through other means and the meeting can be convened earlier.
    • In the directors' meeting, at least half of the directors must be present. The Chairman of the Board acts as chairman of the meeting. If the Chairman cannot attend the meeting or cannot perform the duty, the Vice Chairman acts as chairman of the meeting. If the Vice Chairman cannot perform the duty, the attending directors will elect one among themselves as chairman.
    • The resolution of the meeting will take into account the majority of votes, with one director having one vote. If the number of votes is equal, the Chairman will cast the decisive vote. Each director with vested interest(s) in any agenda item must abstain from voting on that item.
    • In any Board voting, at least two-thirds of the entire Board must be present.
    • The Board is authorized to invite the management, executives, or other relevant people to give opinions, attend the meeting, or present information for consideration.
    • Non-executive directors must meet in the absence of the management at least once every year to share views on the topics relevant to their responsibilities.
    • The Company Secretary or the assigned person is responsible for preparing the minutes of the meetings.
  11. The Company Secretary
    1. Qualifications and experience
      The Company Secretary plays a key role in supporting and overseeing the Board's activities for efficiency and effectiveness under law, rules, regulations, and corporate governance, the Board appoints a suitable person in this position, based on the mastery of Company's businesses under applicable legislation and criteria, including the memorandum of association, Company's regulations, SEC Act, Public Company Limited Act, and Code of Conduct and Corporate Governance.
      The Company Secretary is responsible for communicating efficiently and effectively among the Board, executives, and shareholders to enable Board-related activities to proceed smoothly in line with the decisions of the Board and the shareholders.
    2. Responsibilities
      To support and manage the activities of the directors in an efficient and effective manner, the Company Secretary has the following responsibilities:
      • Prepare and file documents concerning the list of directors, Company's annual report, invitation letters for Company's director meetings and minutes of the Board meetings, invitation letters for shareholders' meetings, and minutes of the shareholders' meetings.
      • File reports of vested interests of the directors or executives.
      • Send the copy of reports of vested interests of the directors, executives, or connected persons to the Chairman and the Chairman of the Audit and Corporate Governance Committee within seven days after receiving the report.
      • Arrange for the meetings of the Board and the shareholders under related rules, regulations, and law.
      • Provide advice for the operation of Company and the Board under the memorandum of association, Company's regulations, SEC Act, Public Company Limited Act, and other relevant law.
      • Act as a focal point for exchange of news and information among directors, executives, and shareholders.
      • Coordinate and follow up operation under the resolutions of the directors and shareholders.
      • Oversee disclosure of the information and reports under relevant responsibilities to the monitoring agency as specified by the rules and regulations of the authority.
      • Perform other duties as announced by the Capital Market Supervisory Board or as assigned by the Board.
  12. Board's performance assessment
    Together the directors define the criteria for performance self-assessment (collective and individual) in line with SET's guidance and the Board's own characteristics and structure. Assessment is done annually, the findings of which are jointly reviewed to improve their performance.

  13. Subcommittees' performance assessment
    To apply assessment outcomes to improve their performance in support of the Board and all aspects of Company's business, each year each committee assesses its own performance. Each defines the criteria for self-assessment in line with its responsibility.

  14. CEO's performance assessment
    The CEO's performance assessment is the duty of the Nomination and Remuneration Committee, which tables its findings for the Board's approval. The CEO contributes to goal-setting for her own performance and acknowledges each year's approved goals.

  15. Remuneration
    The Board explicitly sets the forms and criteria of remuneration and other benefits for the directors and submits them to the shareholders for approval. The Nomination and Remuneration Committee screens yearly remuneration figures transparently and fairly as fit the authorities, responsibilities.

  16. Training and knowledge development
    Newly appointed directors must be made aware of Company's data, regulations, by laws, and key business data for their own performances, including their roles and responsibilities, code of conduct, nature of business, and laws applicable to business. minutes of the directors' meetings, and minutes of past meetings of the Audit and Corporate Governance Committee, and introduction to directors and executives. Moreover, directors are encouraged to undergo training and participate in trainings and seminars to improve their knowledge necessary for the work of directors.

  17. Succession plan
    The Board institutes succession plans for CEO and senior management of the Company to prepare for the development of personnel to replace important positions to ensure that they are knowledgeable, skillful, experienced, and essentially qualified to drive Company toward its goals. To this end, the Nomination and Remuneration Committee ensures transparency, fairness, and suitability to Company's prevailing business outlook. Succession plans are reviewed annually, while steps are taken to maintain and develop relevant executives' capability to groom them for their new positions.