5. Board of Director
The Board of Director consists of nine directors. The Board of Directors are hold and the details of directors’ names are as follows
|List of Directors||Positions|
|1. Mr.||Chairman of the Board of Directors|
|2. Mr.||Assistant Chairman, Chairman of Executive
Committee, Chairman of Risk Management
Committee, and Chief Marketing Officer
|3. Mr.||Director and Executive Director|
|4. Mr.||Director, Executive Director, Member of Risk
Management Committee, and Chief
|5. Mr.||Director, Executive Director, and Chief
|7. Mrs.||Independent, Chairperson of Audit
Committee, and Member of Nomination and
|8. Mr.||Independent Director, Member of Audit
Committee and Chairman of Nomination and
|9. Mr.||Independent Director, Member of Audit
Committee and Member of Nomination and
Miss is the Company Secretary and Miss is the Secretary to the Board of Directors.
Two out of top-four directors which are Mr. , Mr. , Mr. , and Mr. are authorized to collectively sign with the Company’s seal affixed.
Terms of Office
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 registration of a public limited company 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.
Authority, Duties and Responsibilities of Board of Directors
- To perform his/her duties in compliance with the laws, objectives and Articles of Association of the Company as well as the resolutions passed by the shareholders’ meeting based on responsibilities, reasonable diligence and integrity.
- To consider, specify details and give approval towards vision, business strategies, direction, policy, guidelines, work plan and budget of the Company and subsidiaries as per details arranged by the Executive Committee and the Management Team. There shall be a review of those topics annually.
- To supervise and monitor management and performance of the Executive Committee, the Chief Executive Director, the Management Team or others who were assigned to perform such duties in order to ensure the compliance with the policy established by the Board of Directors.
- To continuously monitor the Company’s performance to ensure the compliance with the Company’s strategy, work plan and budget.
- To lead and control the Company and subsidiaries to employ appropriate and efficient accounting system as well as providing internal control and internal audit systems.
- To designate the relevant units to arrange the statement of financial position and the statement of comprehensive income as of the end of fiscal year and sign off to certify such financial documents before presenting to the Annual General Meeting of Shareholders for asking approval.
- To give opinion toward nomination, appointment, and termination of services of the auditor as well as considering appropriate remuneration presented by the Audit Committee before proposing the Annual General Meeting of Shareholders to consider approving.
- To arrange the written policy of corporate governance as per Principle of Good Governance as well as effectively implementing this policy in order to ensure the Company’s responsibilities toward all stakeholders, with fair treatment.
- To consider approving the appointment of persons having required qualifications, without prohibited characteristics according to Public Limited Companies Act, B.E. 2535 (as well as the amendment), Securities and Exchange Act, B.E. 2535 (as well as the amendment), and relevant notifications, requirements and/or regulations to assume the position of directors in cases of vacancy for directors due to other reasons other than retirement by rotation. The Board of Directors shall consider and give approval on appointment of new directors to replace directors retiring due by rotation as well as specifying the remuneration for directors as presented by the Nomination and Remuneration Committee before proposing the Annual General Meeting of Shareholders to consider approving.
- To appoint committees, such as the Audit Committee, the Executive Committee, the Good Corporate Governance Committee, the Nomination and Remuneration Committee and the Risk Management Committee, or other committees as well as defining authority and duties of those committees in order to support the performance of the Board of Directors.
- To specify and change names of authorized directors.
- To consider the appointment of executives according to the specification and definition by SEC or CMSB and the Company Secretary as well as specifying remuneration of those executives as presented by the Nomination and Remuneration Committee.
- To ask for external professional associations’ opinion to support their precise decision making.
- To encourage the Company’s directors and executives to participate in seminars organized by Thai Institute of Directors (IOD), particularly seminars which are relevant to the directors and executives’ duties and responsibilities.
However, the delegation of authority and responsibilities shall not be made in the manner that the Board of Directors or other persons delegated or sub-delegated by the Board of Directors enable to approve transaction, which they or others may have stake in, or receive benefit, or have conflicts of interest (as defined by the notifications of SEC or CMSB) with the Company or subsidiaries, except for approval of transaction according to the established policy and criteria approved by the Annual General Meeting of Shareholders or the Board of Directors.