SUBCOMMITTEES
The Board of Directors appoints the subcommittees for the good practice according to the good corporate governance of registered companies and provides the charters for each set of subcommittee for using as the practice guideline. The provided charters are as follows:
- Audit Committee Charter,
- Nomination Committee Charter,
- Remuneration Committee Charter,
- Risk Management Committee Charter, and
- Corporate Governance Committee Charter.
1. THE AUDIT COMMITTEE CHARTER
The Board of Directors appoints Audit Committees holding their positions for two years. There are four independent committees as follows:
Name - Surname
Position
1. Assoc. Prof. Natchanont Komutputipong, Ph.D.
Chairman of the Audit Committee
2. Miss Punnee Chaiyakul
Member of the Audit Committee
3. Mr. Torboon Puangmaha
Member of the Audit Committee
4. Mr. Surachet Suboonson
Member of the Audit Committee
1
Name - Surname
Assoc. Prof. Natchanont Komutputipong, Ph.D.
Position
Chairman of the Audit Committee
2
Name - Surname
Miss Punnee Chaiyakul
Position
Member of the Audit Committee
3
Name - Surname
Mr. Torboon Puangmaha
Position
Member of the Audit Committee
4
Name - Surname
Mr. Surachet Suboonson
Position
Member of the Audit Committee
The Audit Committee is consisted of two members of the Audit Committee who have adequate knowledge and experiences to review creditability of the financial reports, who are Mr. Natchanont Komutputipong as Chairman of the Audit Committee and Mr. Surachet Suboonson as a member of the Audit Committee. The Company indicates the committee background qualifications in the certificate and biography of the Audit Committee which already been submitted to SET.
The Audit Committee’s Scope of Duties and Responsibilities:
- 1.1To review the Company’s financial reporting process to ensure that it is accurate and adequate
- 1.2To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, 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
- 1.3To review the Company’s compliance with the law on securities and exchange, the Stock Exchange’s regulations, and the laws relating to the Company’s business
- 1.4To consider, select, nominate and dismiss 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
- 1.5To 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 Stock Exchange’s regulations, and are reasonable and for the highest benefit of the Company
- 1.6To 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 to ensure that they are in compliance with the Stock Exchange’s regulations
- 1.7To perform any other act as assigned by the Company’s Board of Directors, with the approval of the Audit Committee
2. THE NOMINATION COMMITTEE CHARTER
The Board of Directors appoints Nomination Committees holding their positions for three years. There are four committees as follows:
Name - Surname
Position
1. Miss Punnee Chaiyakul
Chairman of the Nomination Committee
2. Assoc. Prof. Natchanont Komutputipong, Ph.D.
Member of the Nomination Committee
3. Mr. Torboon Puangmaha
Member of the Nomination Committee
4. Mr. Surachet Suboonson
Member of the Nomination Committee
1
Name - Surname
Miss Punnee Chaiyakul
Position
Chairman of the Nomination Committee
2
Name - Surname
Mr. Natchanont Komutputipong
Position
Member of the Nomination Committee
3
Name - Surname
Mr. Torboon Puangmaha
Position
Member of the Nomination Committee
4
Name - Surname
Mr. Surachet Suboonson
Position
Member of the Nomination Committee
The Nomination Committee’s Scope of Duties and Responsibilities:
- 1.1To consider the structure and member of the Board of Directors that are suitable to the size, category and business complication, qualifications of each director regarding the skills, experiences, special ability relating to the business or industry operated by the Company.
- 1.2To set the qualification requirements of directorial candidates in accordance with the balance of knowledge, experience and expertise, to consider independent directors, and devoting the time to board duties
- 1.3To determine the selection process for candidates that best suites the Company’s unique characters. For example, the committee may propose the current directors be reappointed, or inquire the directors to nominate suitable candidates
- 1.4To select persons whose qualifications best meet the criteria prescribed by laws and regulations to the board and the board then considers the selected candidates in the notice of the shareholders’ approval
- 1.5To supervise the Company to organize the orientation of the new directors and distribute document or information beneficial to the directors’ duty performance as well as to prepare the knowledge development plan of the directors continuously.
- 1.6To make plan to succeed the job of the directors, CEO and high raking executives who have been retired or cannot perform their duties in order to make the Company’s business to be continuously operated and review such plan annually.
- 1.7Other assignment as per the Board of Directors assigned
3. THE REMUNERATION COMMITTEE CHARTER
The Board of Directors appoints three Remuneration Committees holding their positions for three years as follows
Name - Surname
Position
1. Miss Punnee Chaiyakul
Chairman of the Remuneration Committee
2. Mr. Torboon Puangmaha
Member of the Remuneration Committee
3. Mr. Surachet Suboonson
Member of the Remuneration Committee
1
Name - Surname
Miss Punnee Chaiyakul
Position
Chairman of the Remuneration Committee
2
Name - Surname
Mr. Torboon Puangmaha
Position
Member of the Remuneration Committee
3
Name - Surname
Mr. Surachet Suboonson
Position
Member of the Remuneration Committee
The Remuneration Committee’s Scope of Duties and Responsibilities:
- 1.1Consider the forms of and criteria for the remuneration of directors, Chief Executive Officer and Top Executives. To construct an appropriate and fair remuneration package, the Committee should go through the following steps:
- • Review the forms and criteria of the existing remuneration package by referring to other remuneration packages of other companies in the same industry
- • Review each form of remuneration packages by considering the appropriate amount and proportion of each form. For instance, the remuneration may take into account from performance and size of the Company, including knowledge, capabilities and experience required from directors and Chief Executive Officer. The Remuneration to the Directors should be appropriated and sufficient enough that encourages the directors to limit the number of directorships in other companies, so that directors will have sufficient time to attend board meetings and perform their duties effectively
- 1.2Establish the criteria for evaluating the performance of Chief Executive Officer and propose those criteria to the Board of Directors for approval
- 1.3Determine the annual remuneration packages of Directors, Chief Executive Officer and Top Executives in accordance with established criteria. For the Director’s remuneration, the Board of Directors must propose to the Shareholder’s meeting for considering and approval
- 1.4If the Company wishes to reward its directors and employees with ESOP, the committee should consider and determine how the term and conditions of the program will encourage directors and employees to devote themselves to create long-term value for shareholders and retain high quality personnel. However, the committee should ensure that directors and employees are not overpaid, and the scheme is fair to shareholders
- 1.5Other assignment as per the Board of Directors assigned
4. THE RISK MANAGEMENT COMMITTEE CHARTER
The Board of Directors appoints three Risk Management Committees holding their positions for three years as follows:
Name - Surname
Position
1. Mr. Torboon Puangmaha
Chairman of the Risk Management Committee
2. Miss Punnee Chaiyakul
Member of the Risk Management Committee
3. Mr. Theeraphon Voranithiphong
Member of the Risk Management Committee
1
Name - Surname
Mr. Torboon Puangmaha
Position
Chairman of the Risk Management Committee
2
Name - Surname
Miss Punnee Chaiyakul
Position
Member of the Risk Management Committee
3
Name - Surname
Mr. Theeraphon Voranithiphong
Position
Member of the Risk Management Committee
The Risk Management Committee’s Scope of Duties and Responsibilities:
- 1.1Determine the overall risk management policy of the Company for the Board of Directors approval
- 1.2Determine guidelines and strategies of the risk management in consistency with risk management policy to maintain acceptable risk levels
- 1.3Analyze and monitor Key Risk factors, both external and internal including finance risks, operating risks, investment risks, business risks and external situation risks
- 1.4To follow the risk management consistently, for example, to designate the Management in preparing for the risk management report and present it to the Risk Management Committee regularly
- 1.5Ensure the risk management policy to be fully communicated and acknowledged in the organization
- 1.6To supervise and give support to the sufficiency verification and review of the overall risk management policy of the organization regularly for at least every year to assure that such risk management policy is in compliance with and suitable for the conditions of overall business operation as well as to provide the effectiveness assessment of the policy compliances as stipulated
- 1.7Support and enhance the risk management in consistency of the universal standard
- 1.8Other assignment as per the Board of Directors assigned
5. THE CORPORATE GOVERNANCE COMMITTEE CHARTER
The Board of Directors appoints three Corporate Governance Committees holding their positions for three years as follows:
Name - Surname
Position
1. Assoc. Prof. Natchanont Komutputipong, Ph.D.
Chairman of the Corporate Governance Committee
2. Mr. Torboon Puangmaha
Member of the Corporate Governance Committee
3. Mr. Surachet Suboonson
Member of the Corporate Governance Committee
1
Name - Surname
Assoc. Prof. Natchanont Komutputipong, Ph.D.
Position
Chairman of the Corporate Governance Committee
2
Name - Surname
Mr. Torboon Puangmaha
Position
Member of the Corporate Governance Committee
3
Name - Surname
Mr. Surachet Suboonson
Position
Member of the Corporate Governance Committee
The Corporate Governance Committee's Scope of Duties and Responsibilities:
- 1.1Study and formulate the Corporate Governance Policy and the Code of Conduct within the law and regulations of up to date regulatory agencies, i.e. Securities and Exchange Commission Thailand as well as guidelines for good corporate governance consistent with the universal standards
- 1.2Advise the Board of Directors and directors to practice appropriately and continuously in compliance with Corporate Governance Policy as expectation of shareholders and stakeholders
- 1.3Review the Corporate Governance Policy and the Code of Conduct regularly to comply with universal standards as well as laws, regulations and recommends of internal corporate governance
- 1.4Encourage the public announcement of the good Corporate Governance and participate the environmental and social responsibility
- 1.5Follow up and evaluate the practice of the Board of Directors and directors in compliance with the Corporate Governance Policy yearly
- 1.6Arrange the yearly evaluation report of Corporate Governance Policy as clause 5 and propose to the board of directors as well as give recommends as deemed appropriate
- 1.7Other assignment as per the Board of Directors assigned
