Article 5: Board Responsibilities

Corporate Governance Principles

 

Article 5: Board Responsibilities

1. Board Structure


Directors Compositions and Qualifications

The Board of Directors has assigned the Nomination and Remuneration Committee to nominate and select directors and Chief Executive Officer and Pesident in case of vacancy. The composition of the Board of Directors must have a proportional number of independent directors for work balance of the Board as well as the Management’s operation. The Board must be knowledgeable must possess diverse skills, including industrial, financial, business, management, international marketing, strategic management, crisis management, law, and auditing skills. At least three directors must be experts in the Company’s core business, at least one in law, and at least one in finance and accounting. Independent directors on the Board represent at least one-third of all directors and must not be less than three directors. All the directors meet the qualifications specified in the Public Company Limited Act and none possess any of the forbidden qualities therein.

 


Directors Nomination

Regarding the selection of qualified candidates for nomination as directors in replacement of those who are retired by rotation, the Company gives the opportunity to our shareholders to nominate candidates with qualifications required by Securities and Exchange laws and by the Company’s regulations to be elected as directors. Announcement has been posted on the Company’s website to invite nomination from shareholders. The Nomination and Remuneration Committee will then select qualified candidates and propose to the Board of Directors for consideration. After the Board’s agreement, the list of such candidates will be proposed to the Annual General Meeting of Shareholders to approve the election by majority votes. The Nomination and Remuneration Committee also select qualified directors to be members of committees in replacement of the vacancy after the AGM and propose to the Board for approval.

Independent Directors Qualification

The Board of Directors must comprise of sufficient number of independent directors to inspect and balance the performance of the Board and the operation of Management team. Independent directors on the Board must represent at least one-third of all directors and must not be less than three directors. Independent directors must have all the qualifications required by the Capital Market Supervisory Board which are:

1. Holding shares not exceeding 0.5 percent of the total number of shares with voting rights of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, including shares held by related persons of such independent director.

2. Neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling person of the Company, its parent company, subsidiary, affiliate, same-level subsidiary company, major shareholder or controlling person, unless the foregoing status has ended not less than two years prior to taking the independent dictatorship.

3. A person who is related by blood or by legal registration as father, mother, spouse, sibling, spouse, child, including the child's other executive directors of the person with authority will be nominated as directors to manage or control the Company or its subsidiaries.

4. Never have a business relationship with the Company, its subsidiaries, associates and shareholders in a way that may interfere with their independent judgment, including not being or having been a shareholder, or have control of those who have a business relationship with the Company, its subsidiaries, associates and shareholders or those with the control of the Company unless it is clear that it has been for no less than 2 years. Concerning the business relationship in the first paragraph, the transaction trade was made to operate as normal, including rental or Lease Property Transaction, or providing or receiving financial assistance with the guarantee of a loan or assets as collateral. As a result, the Company or both parties have the obligation to pay to the other party at least 3 percent of the net tangible assets of the Company or from 20 million baht to whichever amount is lower. The calculation of debt such as the method of calculating the value of the transaction by the Capital Market Supervisory Board shows the criteria for the transaction relative to the value of such debt shall include debt incurred during the 1-year period prior to the business relationship with the person.

5. The person must not be or have been an auditor of the company, its parent, subsidiaries, affiliates, shareholders, major or have the control of the Company and be a significant shareholder, the one in control or partner of the SEC, the auditors of the company, its parent, subsidiaries, affiliates, shareholders, major or have the control of the Company affiliated, unless the person has been removed from office for no less than 2 years.

6. The person must not be or have been a provider of any other professions. This includes serving as legal counsel or financial advisor which has been charged in excess of 2 million baht per year from the company, its parent, subsidiaries, affiliates, and shareholders, major or have the control of the Company. Also, the person must not be the shareholders who have the control or a partner of the service provider firm unless it is clear that it has not been so for no less than 2 years.

7. The person must not be a director appointed to represent the Board of Directors, the major shareholders, or shareholders who are related to the major shareholders and compete with the business of the company or its subsidiaries.

8. The person must not operate the same conditions and in competition with respect to the Company's or its subsidiaries or partnerships that are implied in partnership or as part of a management employee or consultant of the salary or holding more than 1 percent of the total number of shares with voting rights of the company. The operation must not be the same or compete significantly with The Company or its subsidiaries.

9. The ability to comment freely about the operations of the Company will not be prevented in any way.

10. Independent Director of the Company shall hold office for a maximum of two consecutive terms.

To be promoted to Director who is not an executive, the opportunity to discuss freely must be allowed in order to receive feedback comments to improve the performance of the Company as well as guidelines for development of the corporate governance. The Company has set a meeting of at least one time per year and committee meetings without management at least one time per year.

2. Determination of the Remuneration of Directors and Chief Executive Officer and President

The Company has determined the remuneration of directors and president. Chief Executive Officer and President’s are at a level that is attractive and comparable to companies in the same industry, taking into consideration the associated work and responsibilities of the Board and Chief Executive Officer and President, the results of operations of the Company and benefits given to shareholders. The committee has been tasked with the duties and responsibilities will receive additional compensation linked to the responsibilities assigned to it. The president may receive additional remuneration of the rate directors received. Every year the Board of Directors and Remuneration Committee are responsible for determining such compensation, which must be presented to the Board of Directors for approval before the approval of the General Meeting of Shareholders.

3. Evaluation of the Performance of the Board of Directors

The annual performance assessment is done in three steps namely:
1. A self-assessment
2. Assessment of the Board
3. Assess individual (Assessment of other directors)

In addition, the Company has revised a new assessment form which will cover important issues as follows: the practice of the Board (Board Practices), which consists of the availability of risk management committee, internal controls to ensure no conflict of interest, the financial reports, the recruiting operations, and the remuneration and performance evaluation.
 

4. Evaluation of the Performance of the Chief Executive Officer and President

The company will assess the performance of the Chief Executive Officer and President at the end of the year. The Nomination and Remuneration Committee will be evaluated. The Board of Directors will make an approval on the conclusion of the assessment of the performance of the Chief Executive Officer and President, which is confidential information and cannot be revealed. The evaluation of the performance of the Chief Executive Officer and President has a set evaluation criteria in 3 parts as follows:

Part 1: Evaluation of multiple points of Operations (Corporate KPI)

Part 2: Assessment of Leadership (Leadership Competency)

Part 3: Assessment of management and project budget (Budget and Project Management)

The assessment will be conducted to determine the rate by which to increase the salaries of the CEO and President will be presented to the Board of Directors for consideration and approval.

5. New Directors Orientation

The Company has prepared the document orientation for new directors in order to provide information that will be useful in practice. The orientation program consists of the nature of business and the business operations of the Company to the directors with the Company's policy to support the Company with the aim to be able to participate in the Thailand Institute of Directors (IOD) to support development and to promote the performance of the Board of Directors.

 

6. Development of Directors and Executives

The company encourages and supports training and education which is part of the principles of good corporate governance of the Company. For the Board Committees, Executive Secretary of the Company, the aim is to strengthen and develop continuously and continue with the executive development and to prepare for the current position within the organization as well as prepare for the position of CEO succession. This includes an assessment of potential executives. The Executive Vice President (Currently Estimated Potential: CEP) will be evaluated using KPI and Competency Assessment and 360 Degree System Performance Management System (PMS). The Company has submitted the evaluation of the executive assistant to the director. The Director of the Executive Pool PTT under the GLD (Group Leadership Development) assesses the strengths and weaknesses of individual readiness by independent assessors. The development of management plans for individual (Individual Development Plan: IDP) is based on the results obtained from the evaluation. The system is also a mentor (Mentoring Program) to improve the readiness of operational senior management. The position of CEO at the time will be qualified to receive the nomination and selection process from the outside to select a successor to the position of Chief Executive Officer of the Company or the position of Executive Assistant to the Director or senior executives who are ready to process the nomination, in accordance with the Nomination and Remuneration Committee of the Company.

In addition, the Company has prepared the document orientation for new directors to provide information that is useful to the ones in position as well as the nature of business orientation program and approach to the business of the Company. The new director also supports the training programs held by the Thailand Institute of Directors (IOD).
 

7. Board Meeting

The Company will be set up in advance each year to enable the directors to manage time and attendance. The Chairman is authorized to approve the agenda of the meeting with consultation with the Chief Executive. Moreover, considering the request of the Committee to include the more important aspects, the agenda for each meeting of the Company needs to be delivered to the Committee in advance of the meeting in order for members to have enough time to study and decide on the important issues. 

Articles of Association Assigned to the committee stated there must be a meeting at least once every 3 months. You must attend at least half of it and may meet more often as necessary. In accordance with the Company's Board of Directors, the meeting will be held every two months and the invitation letter to the Committee for consideration must be issued prior to the meeting by at least seven days except in the case of an emergency. This is so the other directors will have time to study and decide on the matters properly and sufficiently before attending the meeting to protect the rights and interests of the Company. For every meeting, there must be a clear agenda set by the Board of Directors. Every member can discuss and express their opinions openly. The accurate record of the meeting of the Board of Directors of the meeting and a review of the Board of Directors must have clear references.
 

8. Board-Committees

The Company has appointed a committee under the laws of the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance Committee and the Risk Management Committee through a process of nomination committee. The compensation the CEO and President's role in risk management committee of the Company is to be studied and considered as important to the effective and efficient performance of the Board and to build confidence among all stakeholders.