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.
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.
- 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 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
- 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
Nomination committee are the ones consider the structure and member of the Board of Directors. Set the qualification requirements and determine the selection process for candidates that best suites The Company’s unique characters. Select persons whose qualifications best meet the criteria prescribed by laws and regulations to the board. Supervise the Company to organize the orientation of the new directors as well as to prepare the knowledge development plan of the directors continuously. Make plan to succeeded the job of the directors, CEO and high raking executives and review such plan annually.
The Remuneration Committees are the ones considering the forms and criteria for the remuneration of directors in order to ensure that those forms and criteria are appropriate and fair by referring to other remuneration packages of other companies in the same industry, establishing the criteria for evaluating the performance of Chief Executive Officer, and proposing those criteria to the Board of Directors for approval. The Remuneration Committees also determine the annual remuneration packages of Directors 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. If 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.
Risk Management Committee are the ones set out the risk management policy in overall parts and offer to director board for further consideration, analysis and check of risk factors both internal and external its organizations in comprehension of risks in all parts such as financial risks, operational risks, investment risks and etc. Determine guidelines and strategies of the risk management in consistency with risk management policy to maintain acceptable risk levels, regularly, moreover, also having its duty to control and support for revising and reviewing adequacy of risk management policy in overall and effective of operational system upon the policy set out including support and development of risk management occurred by continuously in overall organizations and comply with universal standard.
The Corporate Governance Committees are the ones studying and formulating the Corporate Governance Policy and the Code of Conduct within the laws and regulations, advising the Board of Directors and directors to practice appropriately and continuously in compliance with Corporate Governance Policy, review the Corporate Governance Policy and the Code of Conduct, Regularly to comply with universal standards, encourage the public announcement of the good Corporate Governance as well as yearly following up and evaluating the practice of the Board of Directors and directors in compliance with the Corporate Governance Policy. Moreover, the Corporate Governance Committees also yearly arrange the evaluation report of Corporate Governance Policy and propose to the Board of Directors as well as give recommendations as deemed appropriate.
