The Roles and Responsibilities of the Chief Executive Officer

The Board of Directors Meeting No. 1/2013 held on 27 June 2013 resolved to determine the roles and responsibilities of the Chief Executive Officer as follows:

  1. Oversee the Company’s overall business operations to meet with the Company’s business goals, and as assigned by the Board of Directors.
  2. Devise the strategy and business plan to be proposed to the Board of Directors, and act accordingly to achieve the targets according to the strategy and business plan as approved by the Board of Directors.
  3. Act and perform tasks as assigned by the Board of Directors pursuant to the policy of the Board of Directors.
  4. Command, issue regulations, announcement, and internal memo to ensure that the operations comply with the policy.
  5. Approve and/or authorize others to perform juristic acts binding the Company for the Company’s normal transactions, including any transactions to be carried out by the Chief Executive Officer as authorized by the Board of Directors, as well as any other transactions not directly binding the Company’s assets.
  6. Coordinate with executives and employees in complying with the policy and business direction provided by the Board of Directors.
  7. Seek new business and investment opportunities relevant to core businesses of the Company and its subsidiary companies to generate more revenues for the Company.
  8. Consider the matter regarding the use of the Company’s rights and assets to encumber the Company with individuals, companies, limited partnerships, or financial institutions to be proposed to the Board of Directors for approval.
  9. Consider and approve the payment for normal operations within the limit of the amount as approved by the Board of Directors.
  10. Consider and approve the investment in bonds and equities on the Company’s account within the limit of the amount as approved by the Board of Directors.
  11. Approve in principle of the investment in the business expansion as well as the joint venture with other business operators, and propose the matter to the Board of Directors for approval in the next meeting.
  12. Approve the major expenditures which were specified in the annual expenditure budget, or those approved in principle by the Board of Directors.
  13. Oversee employees’ operations to comply with the policies, regulations, and business corporate governance.
  14. Develop knowledge, competency, and potential of employees in order to enhance the organizational capabilities.
  15. Consider and appoint consultants as deemed necessary for the Company’s operations.
  16. Consider and approve the interested transactions on an arm’s length basis, such as trading with the market price, charging normal service fee, and offering the same credit term as general customers, etc. In this regard, this is subject to the policy approved by the Board of Directors.
  17. Approve the appointment, transfer, and dismissal of employees at the executive level.
  18. Perform any other action as assigned by the Board of Directors on a case by case basis. In this regard, the Chief Executive Officer is not authorized to approve the matter or the interested transactions which are not on an arm’s length basis, acquisition and deposition of the Company’s core assets, and/or the transactions that the Chief Executive Officer or any other associated persons have interests or any other conflicts of interest against the Company and its subsidiary companies, except the transactions on an arm’s length basis which were approved by the Board of Directors in compliance with the policy and criteria, while being endorsed by the shareholders regarding the interested transactions and the acquisition and deposition of the core assets of the Company or its subsidiary companies in alignment with the provision of the Stock Exchange of Thailand.