As of December 31, 2012, Executive Committee consists of 5 members as follows:
1. Mr. Thongchai Srisomburananonta Chairman of the Executive Committee
2. Mr. Thavorn Anankusri Executive Committee Member
3. Mr. David Richard Nardone Executive Committee Member
4. Mr. Vivat Jiratikarnsakul Executive Committee Member
5. Ms. Pattama Horrungruang Executive Committee Member
The Executive Committee has been assigned by the Board of Directors to help formulate the Company’s 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 Company’s rules, as well as the Board of Directors and Shareholders approval.
Scope of the Executive Committee’s 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 Company’s work progress, in order to ensure that the Company’s 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 Company’s authorization rules and the approved budgets.
4. To set the Company’s organization chart, authority of the Management, the remuneration policy and salary structure of the Company.
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 Shareholders’s Meeting, as the case may be, for consideration and approval, unless appropriate pre-set permission is already in evidence.
As of December 31,2012, Audit Committee consists of 3 members as follows:
1. Mr. Sudhipan Charumani Audit Committee Chairman who has knowledge and experiences to audit Company’s financial statements
2. Mr. Peter John Edmondson Audit Committee Member
3. Mrs. Punnee Worawuthichongsathit Audit Committee Member who has knowledge, and experiences to audit Company’s financial statements
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 system; to determine an internal audit unit’s 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 SET’s rules and regulations and any other laws relating to the Company’s business;
4. To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s 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 Exchange’s regulations, and are reasonable and for the highest benefit of the Company;
6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report which must be signed by the audit committee’s chairman and consist of at least the following information;
- An opinion on the accuracy, completeness and creditability of the Company’s financial report,
- An opinion on the adequacy of the Company’s internal control system,
- An opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s 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 committee’s opinion, should be know to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors; and
7. To report the Audit Committee’s performance to the Company’s 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 Company’s 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, 2012, the Corporate Governance Committee consists of 3 members as follows:
1. Mr. Somphong Wanapha Corporate Governance Chairman
2. Mrs. Punnee Worawuthichongsathit Corporate Governance Member
3. Ms. Pattama Horrungruang Corporate Governance Member
The Corporate Governance Committee shall consider and propose practical guidelines and advices of Good Corporate Governance according to the SET and SEC’s regulations including other institutions. The Company has set the Corporate Governance Policies including business ethics according to the advices from the Corporate Governance Committee who has considered, edited and proposed to the Board of Directors. The company’s Corporate Governance Policy and Business Ethics has been approved by The Board of Directors and become effective already. 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, 2012, the Nomination and Remuneration Committee consists of 3 members as follows:
1. Mr. Sudhipan Charumani Nomination and Remuneration Committee Chairman
2. Mr. Thongchai Srisomburananonta Nomination and Remuneration Committee Member
3. Mrs.Punnee Worawuthichongsathit Nomination and Remuneration Committee Member
In February 2011, Mr. Chavalit Sethameteekul resigned from Nomination and Remuneration Committee Member and the Board of Director’s Meeting approved Mrs. Punnee Worawuthichongsathit, who is Independent Director, to be Nomination and Remuneration Committee Member for the replacement.
The Nomination and Remuneration Committee handles 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 the 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 and Remuneration Committee shall determine the compensation of the Board of Directors and Directors
in Sub-Committees for the Board of Directors and the Annual General Meeting of Shareholder’s 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 Company’s 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.
RISK MANAGEMENT COMMITTEE
As of February 28, 2013, The Board of directors appointed new committee consisted of 6 members as follows:
1. Mr. Sawasdi Horrungruang Risk Management Committee Chairman
2. Mr. Thongchai Srisomburananont Risk Management Committee Member
3. Ms. Pattama Horrungruang Risk Management Committee Member
4. Mr. David Richard Nardone Risk Management Committee Member
5. Mr. Vivat Jiratikarnsakul Risk Management Committee Member
6. Ms. Pattama Horrungruang Risk Management Committee Member
The Risk Management Committee is responsible to review and provide advice and guidance in the implementation of
risk management to the Company’s management. The Risk Management Committee is eligible to request relevant documents
or person in consideration of risk management policy and to proceed other duties assigned by the Board of Director. The Risk
Management Committee has 3 years period and may be re-elected to assume the same position.