Board Of Directors

1. Mr. Sawasdi Horrungruang

Chairman of Advisors to the Board of Directors

 
Education / IOD Training:
Honorary Doctorate Degree, Bachelor Degree of Business Administration Humanity Faculty, Burapha University
DAP certificate from The Thai Institute of Directors Association (IOD)
2. Mr. Chavalit Sethameteekul Chairman of the Board of Directors / Director

 

Education / IOD Training:

M.B.S. (Political Science), Thammasart University, Bangkok Certificate class 40, National Defence College of Thailand Barrister at Law, Institute of Legal Education of Thai BAR LL.B..(Hons), Thammasart University, Bangkok DAP 6/2003 and DCP 74/2006, Thai Institute of Directors Association (IOD) Kellog School of Management,
“Strategic Thinking and Executive Action” (Kellogg School of Management, Evanston, Illinois, Campus of Northwestern University, USA)

3. Mr. Sudhipan Charumani

Independent Director/ Chairman of the Audit Committee/
Chairman of the Nomination and Remuneration Committee

 
Education / IOD Training:
Institute of Chartered Accountants in England and Wales
ACP 6/2005, DAP 2/2003, DCP 57/2005, MIA 3/2008,
MIR 4/2008, QFR 3/2006, RCC 8/2009,
DCP Re 2/2009, Thai Institute of Directors Association (IOD)
   
4. Mr. Thongchai Srisomburananonta

Director/ Chairman of the Executive Committee/
Nomination and Remuneration Committee

 
Education / IOD Training:
Junior High School, Rojseri-Anusorn School

DAP 77/2009, Thai Institute of Directors Association (IOD)
5. Mr.Thavorn Anankusri
Director/ Executive Director
 
Education / IOD Training:
Primary School, Wattanasuksa School
   
6. Mr. David Richard Nardone

Executive Director/ Managing Director and President

 
Education / IOD Training:
MBA, Northeastern University, Boston, USA
DCP 57/2005, Thai Institute of Directors Association (IOD)
7. Mr. Vivat Jiratikarnsakul Director and Executive Director, Executive Vice President

 
Education / IOD Trainning:
Bachelor of Sanitary, Faculty of Engineering, Chulalongkorn University
DAP 2/2003 and DCP 38/2003, Thai Institute of Directors Association (IOD)
   
8. Mr. Peter John Edmondson

Independent Director/ Audit Committee

 
Education / IOD Training:
Bachelor of Science in Chemistry (Honor), University of Sheffield, England
9. Mrs. Punnee Worawuthichongsathit Independent Director/ Audit Committee/ Corporate Governance Committee/ Remuneration Committee

 
Education / IOD Training:
Master in Accounting, Faculty of Commerce and Accoutancy, Chulalongkorn University
ACP 2/2004, DAP 2/2003, DCP 38/2003, MFM 1/2009,
MFR 5/2007, MIA 1/2007, MIR 2/2008, QFR 1/2006,
RCC 7/2008, DCP Re 2/2009, Thai Institute of Directors
Association (IOD)
CPA Certificate, Thailand
CIA Certificate, The Institute of Internal Auditors of USA
CPIA, QIA Certificates, The Institute of Internal Auditors of Thailand
Chartered Director
10. Ms. Pattama Horrungruang Director/Executive Director/ Senior Vice President/ Chief Financial Officer, Corporate Governance Committee

 
Education / IOD Trainning:
MBA, Thammasat University
DAP 1/2003, DCP 55/2005, RCC 9/2009,
Thai Institute of Directors Association (IOD)
11. Mr. Somphong Wanapha Independent Director, Chairman of the Corporate Governance Committee

 

Education / IOD Trainning:
MBA, Finance, Michigan State University, USA (Royal Thai Government Scholarship)
ACP 13/2006, DCP 62/2005, MFM 1/2009, MFR 9/2009,
MIA 5/2009, MIR 6/2009, RCP 17/2007, DCP Re 2/2009,
Thai Institute of Directors Association (IOD)


Former Secretary-General of the Office of Board of Investment.

11. Mr. Vikit Horrungruang Director (Not in the group picture)

 
Education / IOD Trainning:
MBA, Finance, Northeastern University, USA
DCP 64/2005, DCP Re 2/2009, Thai Institute of Directors Association (IOD)
 
With Mr. Sirisak Kijraksa being the Company Secretary (not in the group picture)
 

Management Structure

The Company’s 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 0.50 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 “business 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’s director, major shareholder or
shareholders who are related to the company’s major shareholder ;

(8) not having any characteristics which make him incapable of expressing independent opinions with regard to the
company’s business affairs.

 
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 to the company and 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’s 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.
 
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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