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Committees |
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Audit Committee |
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As of
December 31, 2007, Audit Committee consists of 3 members
as follows: |
| 1. |
Mr. Sudhipan Charumani
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Audit
Committee Chairman |
| 2. |
Mr. Peter John Edmondson |
Audit
Committee Member |
| 3. |
Mrs. Punnee Worawuthichongsathit |
Audit
Committee Member |
The Audit Committee Charter endows the Audit
Committee with the following duties and
responsibilities to the Company’s Board of
Directors: |
| 1. |
To
review that the Company’s financial reports are
correct and sufficient; |
| 2. |
To review that the Company has appropriate and efficient
internal control and internal audit systems; |
| 3. |
To review that the Company complies with laws relating to
securities and securities markets, as well as with SET’s
rules and regulations and any other laws relating to the
Company’s business; |
| 4. |
To consider, select and propose the appointment of the
Company’s statutory auditor and to propose his professional
fees; |
| 5. |
To consider whether the Company discloses correct and
adequate information with regards to third-party
transactions or any transactions with a conflict-of-interest
tendency; |
| 6. |
To include in the Company’s annual report the Audit
Committee’s own review result, expressing opinion on the
Company’s internal control system, as well as on the
preparatory procedure and data disclosure of the financial
statements. This review report shall be signed by the audit
committee chairman; |
| 7. |
To report the Audit Committee’s performance to the
Company’s Board of Directors at least on a quarterly basis; |
| 8. |
To participate in the appointment, removal, work
assessment and remuneration-granting of the internal auditor;
and |
| 9. |
To perform any other work that the Audit Committee agrees
to, as may be assigned by the Company’s Board of Directors. |
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Nomination Committee |
| 1. |
Mr. Sawasdi
Horrungruang |
Nomination Committee Chairman |
| 2. |
Mr.
Thongchai Anankusri |
Nomination Committee Member |
| 3. |
Mr. Sudhipan
Charumani |
Nomination Committee Member |
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In 2550, the Board of Directors has set up a
Nomination Committee to handle preliminary
selections, as well as to compile relevant data, of
suitable candidates for Board’s formal
consideration. A short list of suitable Director
candidates, together with relevant background
information, would be submitted in advance by
current directors and/or shareholders for formal
consideration in a Board meeting. Such a meeting
would first concentrate on the Company’s specific
requirements, before proceeding to discuss each
candidate in depth on issues of reputation,
experience, reliability, known ability and vision,
as well as other relevant aspects. Those chosen by
the Board would have their names proposed to the
forthcoming Shareholders’ Meeting for consideration
and approval. The Nomination Committee has 3 years
period. |
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Remuneration Committee
The Company has not formed a Remuneration Committee
to date. Compensations for staff below the top-executive
level are determined by the Management and CEO, and
compensations for the Top Executive level, including
CEO are determined by the Executive Committee,
taking into account such factors as the basic in-house
rates, the prevailing employment environments, work
performance or contribution to the Company, the
degree of dedication shown, and according to the
Company’s salary policy. These consideration factors
will provide necessary encouragement to keep the
Company’s quality and key personnel.
As for the Directors’ remuneration compensations,
they are considered and proposed by the Board of
Directors for Shareholders approval at the Annual
General Meeting, as in relevant cases of joint-venture
and subsidiary companies. Such compensation
proposals would also be based on the general market
trend, individual responsibility levels and work
results, as well as the Company’s actual performance
and prevailing financial strength. |
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Good Corporate Governance Committee |
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As of December 31, 2007,
the Good Corporate Governance Committee consists of
three members as follows: |
| 1. |
Mr. Somphong
Wanapha |
Good Corporate Governance Chairman |
| 2. |
Mrs. Punnee
Worawuthichongsathit |
Good Corporate Governance Member |
| 3. |
Ms. Pattama
Horrungruang |
Good Corporate Governance Member |
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The Board of Directors’ Meeting on February
27th,2007 resolved to set up the Corporate
Governance Committee, which consisted of 3
directors, to enhance the Company’s GCG development
in accordance with the SET’s and SEC including other
institutions. For this year, the Company with the
instructions and guidelines from the Corporate
Governance Committee has issued the Company’s
Corporate Governance Policy and Code of Business
Conduct as written manual, which were reviewed by
Corporate Governance Committee and already approved
by the Board of Directors Meeting to be effective.
The Corporate Governance Committee has 3 years
period. |
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| World Class Industrial Estates, Utilities and Property Solutions |
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Hemaraj Land And Development Public Company Limited
18th Floor, UM Tower 9 Ramkhamhaeng Road, Suangluang, Bangkok 10250, Thailand
Tel: (662) 719-9555, 719-9559 Fax: (662) 719-9546-7 Email: marketing@hemaraj.com
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Copyright © 2006 Hemaraj Land And Development Plc. All Rights Reserved.
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