3.1 The board is responsible for determining and reviewing the board structure, in term of size, composition, and proportion of independent directors so as to ensure its leadership role in achieving the company’s objectives.
Practices
3.1.1 The Board of Directors is not less than 5 persons in accordance with the company's regulations, having independent directors at least one-third of the total number of directors, but not less than 3 members.
3.1.2 The directors have various qualifications in the field of knowledge, skills, experience, and expertise that are required and appropriate to the company's business characteristics, and are not prohibited by public company law.
3.1.3 The independent directors shall meet the criteria of the Office of the Securities and Exchange Commission and the stock exchange of Thailand, and is a non-interest party with the company or juristic person that may have conflicts of interest. Independent directors can effectively work with the entire board and can express their opinion independently.
3.1.4 Appoint the audit committee consisting of independent directors, at least 3 members; Chairman of the audit committee having knowledge and experience on review the financial statements. The audit committee has a 3-year term; the retired independent director maybe re-appointed.
3.1.5 Appoint the nomination and remuneration committee having an independent director serves as chairman of the committee and consisting of independent directors at least two-third of the committee.
3.1.6 Disclose in the company’s annual report and on the website details of directors, including directors’ age, gender, qualifications, experience, shareholding percentage, year of directorship, and director position in other listed companies.

 

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.
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:

  • Oversee the board doing its duties in accordance with laws, policies to achieve the company’s objectives and goals, efficiently.
  • Ensure that all directors contribute to the company’s ethical culture and good corporate governance.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.

 

3.3 The nomination and remuneration committee is responsible for the nomination and election of directors, in which the nomination and remuneration committee has the qualifications in accordance with the defined elements.
Practices

3.3.1 Chairman of the nomination and remuneration committee is an independent director, and the independent Director of the Board of Directors is a member.
3.3.2 Criteria and method of nomination of directors
3.3.3 To conduct the nomination and selection of qualified directors in accordance with the company's regulations. Public Limited Companies Act, the Securities and Exchange Act, and the criteria that the company has proposed the Board of Directors
3.3.4 The Board of directors considers the shareholders ' meeting to elect to appoint Shareholders will receive sufficient information about the person nominated to make the decision.
3.3.5 In case the nomination and remuneration committee proposes the retired directors re-elected for another term, the past performances of the director will be taken into consideration, also:

 

3.4 To propose remuneration for the Board of directors for approval. The nomination and remuneration committee considers the structure and remuneration to be appropriate for the responsibility and motivate the Board to carry the organization to operate in both short-and long-term goals.
Practices

3.4.1 Define the guidelines and model of remuneration for directors The Company also considers a comparison from listed companies with similar business sizes. Obligations and responsibilities of the Board of Directors the Company’s performance and suitability in the current economic condition are reviewed annually.
3.4.2 The Board of Directors has presented directors ' remuneration to the shareholders ' meeting for the remuneration of directors. Shareholders will know the remuneration of directors in the past year for consideration.
3.4.3 Disclosure of the model and the number of remuneration of the Board of Directors and sub-committees individually in the Annual Information Report (56-1) and the annual report.

3.5 The Board of Directors shall ensure that all directors have the responsibility to perform duties and allocate sufficient time.
Practices
3.5.1 The company secretary is obliged to provide advice on the legal and regulatory requirements the board must be aware of the management of the board of directors ' meetings. Important documents and activities of the board complied with the board's resolutions.
3.5.2 To disclose another position of the director in the annual report.
3.5.3 Provide a video conference system to facilitate directors to attend the meeting.

 

3.6 The Board of Directors provides an evaluation of the Board's annual performance the sub-committees and individual directors of the assessment will be applied for the development of the following duties.
Practices

3.6.1 Self-evaluation of the Board and individual performance of the Board of Directors. And the sub-Committees at least once a year, the results of the assessment and experience from the past performance will be taken into account in order to determine the improvement and development of duties as well as the suitability of the board composition.
3.6.2 The results of the overall assessment are disclosed in the annual report.

3.7 The Board of Directors promotes each director with knowledge of the role the nature of business and the laws relating to business operations, as well as encourage all directors to be strengthened by the company's skills and knowledge.
Practices

3.7.1 When the new director, the company Secretary provides business Business practices and other information useful to the duties of directors As well as providing training courses in relation to Batna by IOD, such as DAP and DCP courses for the Board of Directors, ACP for the Audit committee, etc.
3.7.2 Promote and facilitate the board of Directors The company secretary executives have strengthened their skills and knowledge for the Batna. Selection by doing in the company and use the services of external institutions to improve and develop duties effectively.
3.7.3 Disclosure of training information and continuous knowledge development of the Board of Directors in the annual report.

 

3.8 The Board of directors can access necessary and relevant information to ensure the operation is completed by having the company Secretary with the necessary knowledge and experience. Support of the Board of Directors.
Practices

3.8.1 To organize the board of directors ' meetings every month with the annual meeting schedule in advance. In the event of an extraordinary agenda, additional meetings will be provided as appropriate.
3.8.2 In each meeting. The Chairman of the Board of Directors and the Managing Director will consider together to select an important subject on the agenda. In addition, each director is free to propose an issue to the agenda.
3.8.3 The company secretary will send the invitation letter to the Board of Directors ' meeting. At least 7 days prior to the meeting.
3.8.4 During a meeting, The Chairman of the meeting supports the consideration of the issues transparently and allocates sufficient time to provide various details, and encourages the Managing Director to invite the management of the meeting to provide information. Further details are directly related to the issue, so the board of Directors shall consider and provide thorough feedback and provide a comprehensive report of all issues in writing. Important content and comments are stored in order for the audit.
3.8.5 The company is considered to be a policy for non-executive directors in the meeting as necessary without management. To discuss issues relating to the management of interest and inform the Managing Director of the meeting result.
3.8.6 The Board of Directors has access to additional information required by the Managing Director. The company secretary or other executives who are assigned within the policy edge and if necessary. The Board may provide an independent opinion from an external consultant or professional as a company's expense.
3.8.7 The Board of Directors shall appoint a qualified company secretary to perform the duties set out in the Securities and Exchange Act (No. 4) BE 2551 section 89/15 – 89/17 and section 89/23, as well as provide advice on the legal and regulatory requirements The Board of Directors shall be aware of the management of Important documents and activities of the Board of Directors Compliance with the Board's resolutions. In addition, The Board of directors will disclose the qualifications and experiences of the company secretary in the annual report and on the company's website.
3.8.8 The company secretary is trained and develops knowledge that will benefit the continuous duty.