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| 1. Mr.
Sawasdi Horrungruang |
Chairman
of Advisors to the Board of Directors |
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Education /
IOD Trainning: |
Honorary
Doctorate Degree, Bachelor Degree of Business
Administration Humanity Faculty, Burapha University
DAP certificate from The Thai Institute of Directors
Association (IOD) |
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2.Mr. Chavalit
Sethameteekul *
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Chairman
of the Board and Member of Nomination and Remuneration
Committee |
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| 3. Mr. Thongchai Srisomburananonta
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Director, Chairman of the Executive Committee and Member of Nomination and Remuneration Committee
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Education /
IOD Trainning: |
Junior High
School, Rojseri-Anusorn School |
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| 4. Mr. David Richard Nardone
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Managing Director, Director and Executive Director |
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Education /
IOD Trainning: |
MBA,
Northeastern University, Boston, USA
DCP certificate from The Thai Institute of Directors
Association (IOD) |
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| 5. Mr. Sudhipan Charumani
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Independent Director, Chairman of the Audit Committee and Chairman of the Nomination and Remuneration Committee
|
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Education /
IOD Trainning: |
Institute of
Chartered Accountants in England and Wales
DAP,DCP and Audit Committee certificates from The Thai
Institute of Directors Association (IOD) |
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| 6. Mr. Peter John Edmondson
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Independent Director and Member of the Audit Committee
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Education /
IOD Trainning: |
Bachelor of
Science in Chemistry (Honor), University of Sheffield,
England |
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| 7. Mrs. Punnee Worawuthichongsathit
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Independent Director, Member of the Audit Committee and Member of the Good Corporate Governance Committee
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Education /
IOD Trainning: |
Master in
Accounting, Chulalongkorn University
DAP,DCP and Audit Committee certificates from The Thai
Institute of Directors Association (IOD) |
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| 8. Mr. Vivat Jiratikarnsakul
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Director and Executive Director |
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Education /
IOD Trainning: |
Bachelor of
Sanitary, Faculty of Engineering, Chulalongkorn
University
DAP and DCP certificates from The Thai Institute of
Directors Association (IOD) |
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| 9. Ms. Pattama Horrungruang
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Director and Member of the Good Corporate Governance Committee
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Education /
IOD Trainning: |
MBA,
Thammasat University
DAP and DCP certificates from The Thai Institute of
Directors Association (IOD) |
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| 10. Mr. Somphong Wanapha |
Independent Director and Chairman of the Good Corporate Governance Committee
|
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Education /
IOD Trainning: |
MBA,
Finance, Michigan State University, USA (Royal Thai
Government Scholarship)
DCP certificate from The Thai Institute of Directors
Association (IOD) |
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11.
Mr.
Vikit Horrungruang ** |
Director
(Not in
the picture) |
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Education /
IOD Trainning: |
MBA,
Finance, Northeastern University, USA
DCP Certificate from The Thai Institute of Directors
Association (IOD) |
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| With Mr.
Sirisak Kijraksa being the Company Secretary
(not in the picture) |
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Note: |
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* Mr. Chavalit Sethameteekul has been appointed to
be the board of Director on April 29, 2008. |
|
** Mr. Vikit Horrungruang has been appointed to be the
Board of Director to replace the resigned Director on
June 6, 2008 |
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The Company痴 Board of Directors consists of 4
Independent Directors who have qualifications according
to such prescribed in regulation of SET and SEC as
follows:
(1) holding shares not exceeding one per cent of the
total number of voting rights of the company, its parent
company, subsidiary, affiliate or juristic person which
may have conflicts of interest, including the shares
held by related persons of the independent director;
(2) neither being nor having been an executive director,
employee, staff, or advisor who receives salary, or a
controlling person of the company, its parent company,
subsidiary, affiliate, same-level subsidiary or juristic
person who may have conflicts of interest unless the
foregoing status has ended not less than two years prior
to the date of application filing with the Office;
(3) not being a person related by blood or registration
under laws, such as father, mother, spouse, sibling, and
child, including spouse of the children, executives,
major shareholders, controlling persons, or persons to
be nominated as executive or controlling persons of the
company or its subsidiary;
(4) not having a business relationship with the company,
its parent company, subsidiary, affiliate or juristic
person who may have conflicts of interest, in the manner
which may interfere with his independent judgement, and
neither being nor having been a major shareholder,
non-independent director or executive of any person
having business relationship with the company, its
parent company, subsidiary, affiliate or juristic person
who may have conflicts of interest unless the foregoing
relationship has ended not less than two years prior to
the date of application filing with the Office.
The term 澱usiness relationship� includes any normal
business transaction, rental or lease of immovable
property, transaction relating to assets or services or
grant or receipt of financial assistance through
receiving or extending loans, guarantee, providing
assets as collateral, including any other similar
actions, which result in the applicant or his
counterparty being subject to indebtedness payable to
the other party in the amount of three percent or more
of the net tangible assets of the applicant or twenty
million Baht or more, whichever is lower. The amount of
such indebtedness shall be calculated according to the
calculation method for value of connected transactions
under the Notification of the Board of Governors of the
Stock Exchange of Thailand Re: Disclosure of Information
and Act of Listed Companies Concerning the Connected
Transactions mutatis mutandis. The combination of such
indebtedness shall include indebtedness taking place
during the course of one year prior to the date on which
the business relationship with the person commences;
(5) neither being nor having been an auditor of the
company, its parent company, subsidiary, affiliate or
juristic person who may have conflicts of interest, and
not being a major shareholder, non-independent director,
executive or partner of an audit firm which employs
auditors of the company, its parent company, subsidiary,
affiliate or juristic person who may have conflicts of
interest unless the foregoing relationship has ended not
less than two years from the date of application filing
with the Office;
(6) neither being nor having been any professional
advisor including legal advisor or financial advisor who
receives an annual service fee exceeding two million
Baht from the company, its parent company, subsidiary,
affiliate or juristic person who may have conflicts of
interest, and neither being nor having been a major
shareholder, non-independent director, executive or
partner of the professional advisor unless the foregoing
relationship has ended not less than two years from the
date of application filing with the Office;
(7) not being a director who has been appointed as a
representative of the company痴 director, major
shareholder or shareholders who are related to the
company痴 major shareholder;
(8) not having any characteristics which make him
incapable of expressing independent opinions with regard
to the company痴 business affairs.
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Basic Scope of Board of Directors� Responsibility
The Board of Directors�
prime responsibility is to formulate corporate visions,
overall policies and major strategies with ability,
integrity and care, so as to achieve continuous and long
lasting benefits for the Shareholders. This
responsibility includes effective control and
supervision of the Management to assure that Board
instructions are put into practice with efficiency and
in line with relevant rules of law and supervising
authorities� regulations, with the Company痴 own
requirements, as well as with good corporate governance
principles. In discharging its responsibility, the Board
may appoint or assign one or more specific directors or
any other persons to act on its behalf, and can revoke
such appointments or assignments, as it considers
necessary or appropriate. |
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Term of the Board of Directors
In every Annual Ordinary Meetings, 1/3 of the board of
directors shall be resigned. In case it is undividable,
the resigned director must be as close to 1/3 and such
resigned director may be re-elected to assume the same
position.
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