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Untitled Document
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Committees |
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Executive Committee
As of December 31, 2008, Executive Committee consists of 4
members as follows:
1. Mr. Thongchai Srisomburananonta Chairman of the Executive
Committee
2. Mr. David Richard Nardone Executive Committee Member
3. Mr. Vivat Jiratikarnsakul Executive Committee Member
4. Ms. Pattama Horrungruang Executive Committee Member
The Executive Committee has been assigned by the Board of
Directors to help formulate the Company뭩 operation policy
and strategies, to supervise and to ensure that such
approved policy and strategies are followed through with
responsibilities, integrity and care, and in line with
relevant rules of law, the Company뭩 rules, as well as the
Board of Directors and Shareholders approval.
Scope of the Executive Committee뭩 Authority and
Responsibility
1. To screen and review business plans, investment plans,
together with the relevant budgets, as prepared by the
Management, prior to submitting the said data to the Board
of Directors for consideration and approval.
2. To monitor, supervise and control the Company뭩 work
progress, in order to ensure that the Company뭩 operations
are in line with what the authorizing or assigning Board
would expect.
3. To consider granting permission to commence important
activities, as well as to authorize payments in excess of
Management authority, in accordance with the Company뭩
authorization rules and the approved budgets.
4. To set the Company뭩 organization chart, authority of the
Management, the remuneration policy and salary structure of
the Company for Board consideration.
5. To assign one or more specific persons to act on behalf
of the Executive Committee, or to revoke such assignments as
the Executive Committee may consider appropriate.
6. To perform any other tasks, as assigned by the Board of
Directors.
The above-stated scope of authority would not apply where a
vested interest or a conflict of interest concerning a
related-party transaction under SEC regulations is at issue.
In such a case, the Executive Committee would need to refer
the matter to the Board of Director or to a Shareholders뭩
Meeting, as the case may be, for consideration and approval,
unless appropriate pre-set permission is already in
evidence.
Audit Committee
As of December 31, 2008, Audit Committee consists of 3
members as follows:
1. Mr. Sudhipan Charumani 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 Company뭩
Board of Directors:
1. To review that the Company뭩 financial reports are
correct and sufficient;
2. To review that the Company has appropriate and efficient
internal control and internal audit system; to determine an
internal audit unit뭩 independence, as well as to approve
the appointment, transfer and dismissal of the chief of an
internal audit unit or any other unit in charge of an
internal audit;
3. To review that the Company complies with laws relating to
securities and securities markets, as well as with SET뭩
rules and regulations and any other laws relating to the
Company뭩 business;
4. To consider, select and nominate an independent person to
be the Company뭩 auditor, and to propose such person뭩
remuneration, as well as to attend a non-management meeting
with an auditor at least once a year;
5. To review the Connected Transactions, or the transactions
that may lead to conflicts of interests, to ensure that they
are in compliance with the laws and the Exchange뭩
regulations, and are reasonable and for the highest benefit
of the Company;
6. To prepare, and to disclose in the Company뭩 annual
report, an audit committee뭩 report which must be signed by
the audit committee뭩 chairman and consist of at least the
following information;
- An opinion on the accuracy, completeness and creditability
of the Company뭩 financial report,
- An opinion on the adequacy of the Company뭩 internal
control system,
- An opinion on the compliance with the law on securities
and exchange, the Exchange뭩 regulations, or the laws
relating to the Company뭩 business,
- An opinion on the suitability of an auditor,
- An opinion on the transactions that may lead to conflicts
of interests,
- The number of the audit committee meeting, and the
attendance of such meeting by each committee member,
- An opinion or overview comment received by the audit
committee from its performance of duties in accordance with
the charter, and
- Other transactions which, according to the audit
committee뭩 opinion, should be know to the shareholders and
general investors, subject to the scope of duties and
responsibilities assigned by the Company뭩 board of
directors; and
7. To report the Audit Committee뭩 performance to the
Company뭩 Board of Directors at least on a quarterly basis;
8. To perform any other work that the Audit Committee agrees
to, as may be assigned by the Company뭩 Board of Directors.
The Audit Committee has 3 years period and may be re-elected
to assume the same position.
Corporate Governance Committee
As of December 31, 2008, the Good Corporate Governance
Committee consists of 3 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
The Corporate Governance Committee shall consider and
propose practical guidelines and advices of Good Corporate
Governance according to the SET and SEC뭩 regulations
including other institutions to the Board of Directors for
consideration. The Corporate Governance Committee has 3
years period and may be re-elected to assume the same
position.
Nomination and Remuneration Committee
As of December 31, 2008, the Nomination and Remuneration
Committee consists of 3 members as follows:
1. Mr. Sudhipan Charumani Nomination and Remuneration
Committee Chairman
2. Mr. Chavalit Sethameteekul Nomination and Remuneration
Committee Member
3. Mr. Thongchai Anankusri Nomination and Remuneration
Committee Member
The Nomination and Remuneration Committee handles
preliminary selections, as well as to compile relevant data,
of suitable candidates for Board뭩 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 the Board meeting. Such a meeting would
first concentrate on the Company뭩 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 Board of Directors has appointed the Nomination
Committee to be the Nomination and Remuneration Committee
since May 2009 to determine the compensation of the Board of
Directors and Directors in Sub-Committees for the Board of
Directors and the Annual General Meeting of Shareholder뭩
consideration and approval. Such compensation proposal would
be based on the general market trend, information obtained
from the Stock Exchange of Thailand, individual
responsibility levels and work results, as well as on the
Company뭩 actual performance and prevailing financial
strength. The Nomination and Remuneration Committee has 3
years period and may be re-elected to assume the same
position.
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