Board’s Charter

 

1. Objectives

The Board and management are strongly committed to conducting the Company’s business efficiently for the successful

attainment of the Company’s goals by following the Company’s vision, commitments and ethical standards, and general

principles of good corporate governance.  To ensure transparency in performing its supervisory duty, the framework of the

Board’s roles, duties and responsibilities is outlined below:

 

2. Board members

The Board consists of five or more directors, half of whom must be domiciled in Thailand:

1. Executive directors: They normally take charge of day-to-day activities or are appointed the authorised signatories.

2. Non-executive directors and Independent directors : At least one-third of total directors must be independent directors

provide that the number of independent directors must be not less than three. All directors must have the qualifications,

knowledge and experience necessary for the Company’s business.  They must perform their duties carefully within the specified

scope of responsibility. The qualification of independent directors must be in accordance with the rules prescribed under the

Notification of the Securities and Exchange Commission.

 

Chairman

The Chairman plays an essential role as a visionary leader with the power to direct the Company’s business vision and monitor

the performance of senior executives

 

Tenure of the directors

At each annual general meeting of shareholders, at least one third of the directors, or the nearest number if the number of

directors is not a multiple of three, must retire from office by rotation.  The priority for retirement by rotation is given to the

director who has been in office longest.  If agreement on who is to retire by rotation cannot be reached, lots must be drawn. 

Any director retiring by rotation is eligible for re-election. A new director will receive the following key information

and documents:

1. the Board’s Charter;

2. a handbook for directors of a listed company;

3. a handbook on corporate governance;

4. the Company’s vision;

5. the code of conduct for directors and employees;

6. a handbook on the Company’s profile and the latest annual report;

7. a handbook on the listed company and

8. a site visit and manufacturing process tour

Extra advice may be sought from independent experts at the director’s reasonable discretion.  The Company

will be liable for any costs, fees and expenses incurred relating to that professional advice.

 

Selection and appointment

The Nominating Committee or, in the absence of a Nominating Committee, the directors nominate qualified persons to be

appointed to the Board.  To be eligible as a director, a person must:

1. have the qualifications required by law(i.e.the Public Limited Companies Act and the Stock and Exchange Act)

2. have knowledge, experience and expertise material to the Company’s business

3. be a visionary leader able to express opinions independently of management or any group of stakeholders

4. work morally and ethically with an unblemished work record

5. be able to dedicate enough time to working as the Company’s director. And the number of listed companies that each

director to be director not more than 5 companies. not be a director or executive of any entity that has a conflict of

interests with the Company The appointment to be director will be proceed belong to the Public Limited Companies Act.

 

Information access

A director may ask for additional information on the Company from the President or the Company secretary.However,

if a director needs any clarification directly from a particular executive, the director must to inform the President and

the Chairman.

 

Directors’ and executives’ remuneration

Reasonable remuneration is provided to the directors and executives on the basis of suitability.  Basically,the general

meeting of shareholders has the power to approve the directors’ remuneration.

 

3. Board meetings

A meeting of the Board must be held at least once every three months.  It is the duty of all directors to attend Board 

meetings.  An additional meeting may be held from time to time if necessary.  At the time of voting on any matter at 

the meeting, an interested director is not entitled to vote (See more details in the Company’s regulation

of ‘Board meetings’.

 

4. Roles, duties and responsibilities

The framework of the Board’s duties and responsibilities includes organisational strategies, corporate governance,

human resources management, financial reporting, information disclosure and communications as follows:

 

1. Organisational strategies

Review and advise on key strategies and policies,financial objectives and other plans,including the Company’s 

budget. Monitor the implementation of the Company’s plans and policies.

 

2. Corporate governance

Establish a policy of corporate governance and regularly evaluate the outcome in practice. Ensure that all stakeholders

are properly protected and treated.Create a proper understanding on various matters among different classes of

stakeholders and ask for theircooperation in enhancing the stability of the Company’s  business.Determine the necessary

procedures and mechanisms to ensure that all the Company’s activities comply with the law and are carried out on a

sound moral basis. Make available the code of conduct or code of ethics, monitor the directors’ and employees’

compliance with these codes, and occasionally review and update them.Prepare, maintain and review the financial

control, operating control, corporate governance and risk management,and be alert to warning signs and

irregularities on any transactions. Establish an independent internal control unit with a precise definition of roles, duties

and responsibilities. Ensure that the existing structural and procedural requirements of the Board concerning corporate

governance and the code of ethics are effective enough and may be adjusted if necessary. Monitor and resolve (i) any

conflict of interests which may arise relating to management, the Board and shareholders, (ii) any illegal use of the

Company’s assets, and (iii) any irregularities on connected transactions.

 

3. Human resources management

Appoint the executive committee and evaluate their performance once a year. Appoint the Company secretary, whose

main duties relate to Board meetings and shareholder meetings. The Company secretary’s duties include providing legal

advice to the Board.

 

4. Financial reporting

Ensure that the financial reporting and audit system is reliable and that efficient mechanisms are made available to evaluate

the adequacy of internal control, risk management and performance monitoring systems.

 

5. Information disclosure and communications

Report the corporate governance policy and the outcome of its implementation in the annual report.Report the Company’s

financial and general information to the shareholders correctly, completely and transparently. Report to the shareholders on

the Company’s performance. Report the Board’s liabilities for the preparation and disclosure of financial statements. 

Facilitate and manage time for holding the general meetings of shareholders. Ensure that the key information on the

Company’s business is disclosed in a correct, timely and transparent manner. Establish an investor service centre with adequate

resources to improve the responsible officers’ knowledge and capability in information services and communications.

 

6. Committees

Appoint various committees responsible for carrying out any specific studies and screening as appropriate and necessary.

The policies and frameworks for each committee must be defined precisely.  This includes the qualifications of committee

members, scope of their duty and responsibility, rules and procedures for holding their meetings and reporting to the Board.

 

5. Self-evaluation

To enhance the Board’s efficient performance, the Board must carry out a comprehensive self-evaluation programmer after the

end of each accounting year.  The main purpose of this programmer is for the Board to evaluate its own performance in the

previous year.

 

6. Reporting to shareholders

The following key information must be disclosed to the shareholders in a correct, complete, transparent and timely manner: the

Company’s operating results, as part of the annual report; the financial and general information with adequate explanations,

figurative clarifications and projections; and the corporate governance policy and outcome of the practice.