Board Of Director Charter

The scope of authorities and responsibilities of the Board of Directors comprises the following:

  1. Perform duties in compliance with laws, objectives, articles of association, and Board of Directors and shareholders’ resolutions with accountability, prudence, and integrity;
  2. Consider providing details and endorse vision, business strategy, business direction, business policy, goal, guideline, operating plan, and budget of the Company and its subsidiary companies as prepared by the management;
  3. Oversee business administration and performance of Chief Executive Officer, the management, or any persons assigned to perform such duties in order to comply with the policy formulated by the Board of Directors;
  4. Monitor the operating results of the Company continuously in order to meet with the operating plan and budget of the Company;
  5. Ensure that the Company and its subsidiary companies apply appropriate and efficient accounting system, as well as establish the internal control system and the internal audit system;
  6. Ensure that the balance sheet and profit and loss statement are made available at the end of the fiscal year of the Company, and sign to certify the said financial statements for further proposal to shareholders for consideration and approval in the Annual General Meeting of Shareholders;
  7. Consider and endorse the selection and nomination of the auditor, as well as consider appropriate remuneration as proposed by the Audit Committee for further proposal to shareholders for consideration and approval in the Annual General Meeting of Shareholders;
  8. Formulate the corporate governance policy in writing and apply such policy into practice efficiently in order to ensure that the Company is accountable to all concerned parties equally;
  9. Consider and appoint persons possessing desirable qualifications and having no prohibited characteristics as stipulated in the Public Limited Companies Act B.E. 2535 (including the amendment to the Act), the Securities and Exchange Act B.E. 2535 (including the amendment to the Act), as well as the announcements, rules, and/or related regulations to take up the directorship in case of vacancy in the Board of Directors for other reasons than retire by rotation. Consider and endorse the appointment of directors to replace those who retire by rotation, as well as determine the directors’ remuneration for further proposal in the Annual General Meeting of Shareholders for consideration and approval;
  10. Appoint the Audit Committee or any other various Board committees in order to assist and support the Board of Directors in the discharge of its responsibilities;
  11. Consider, determine, and amend the name of directors who are authorized to sign for binding the Company;
  12. Consider and appoint executives as defined by the Securities and Exchange Commission or the Capital Market Supervisory Board and the Company Secretary, as well as determine remuneration of such executives;
  13. Seek professional opinions from external organizations if necessary so as to contribute to making proper decisions.
  14. Encourage the Company’s directors and executives to attend various training courses of the Thai Institute of Directors in relation to duties and responsibilities of such directors and executives.

In this regard, the delegation of authority and responsibilities of the Board of Directors shall not be the delegation or sub-delegation that enables the Board of Directors or persons authorized by the Board of Directors to approve affiliated transactions in which they or persons possibly having conflicts of interest (as defined in the announcement of the Securities and Exchange Commission or the announcement of the Capital Market Supervisory Board) may have any interest or gain any benefit or have any other conflicts of interest against the Company or its subsidiary companies except in case of any transaction approval according to the policy and criteria considered and approved by the meeting or the Board of Directors.