3.2 The Board of directors shall appoint directors who are not executive directors and not the same person as the Chairman of the Board of Directors. Ensure that the composition and operation of the Board are conducive to the independent decision.
Practices
3.2.1 |
The Chairman of the Board of Directors is responsible for independent decision making.
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3.2.2 |
The Chairman has a role in the board of directors. The duties of the Chairman are at least covered in the following matters:
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Oversee the board doing its duties in accordance with laws, policies to achieve the company’s objectives and goals, efficiently.
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Ensure that all directors contribute to the company’s ethical culture and good corporate governance.
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The Chairman of the Board of Directors or the assigned representative is obliged to call the Board of Directors meeting by submitting the invitation letter and attachment not less than 7-day in advance.
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Discuss the meeting agenda the Managing Director and have measures to ensure that the important matters are included in the agenda. In addition, directors/independent directors are free to propose the subject to the agenda.
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Oversee the meeting in accordance with the company's regulations and laws. Proceed the meeting in accordance with the agenda, allocated sufficient time for the management to propose a matter and sufficient, all directors will fully express their opinions independently and make subjective judgments and decisions, as well as control the issues in the discussion and summarize the resolutions of the meeting.
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Strengthen the good relationship between executive directors and non-executive directors and between the board and the management, as well as to support the management doing its duties according to the company’s policies.
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Acting as the Chairman of the shareholders’ meeting; oversee the meeting proceed in compliance with the company's Articles of association, related laws and regulations; proceed the meeting in order as set agenda; allocated time appropriately; provide an opportunity for shareholders to inquire or express their opinions and responses appropriate and transparent.
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