Board of Directors
Mr. Virah Mavichak
Independent Director and
Chairman of the Board Member
of the Audit Committee
Independent Director Chairman of the Audit Committee and Chairman of the Corporate Governance, Nomination and Remuneration Committee
Independent Director Member of the Audit Committee
Mr. Somchai Kulimakin
Mr. Sumruay Tichachol
Mr. Bhiya Jriyasetapong
Mrs. Nisaporn Sirijuntanan
Board of Directors
Management structure comprises with 3 committees which are the Executive Committee, the Audit Committee and the Nomination and Remuneration Committee detail structure , authorization and responsibilities of the Board of Directors and Sub-Committee are the followings
Members of the Board of Directors
1. Mr. Virah Mavichak
Independent Director and Chairman of the Board and Member of Audit Committee
2. Mr. Somchai Kulimakin
3. Mr. Sumruay Tichachol
4. Mr. Bhiya Jriyasetapong
5. Mrs. Nisaporn Sirijuntanan
6. Mr. Suchart Suphayak
Independent Director and Chairman of the Audit
Committee and Chairman of the Corporate Governance, Nomination and Remuneration Committee
7. Mr.Chanitr Charnchainarong
Independent Director and Member of the Audit Committee
Effective on Jan 1,2022
Company secretary is Ms Aroonjit Treesittichate
The name(s) of authorized directors to sign on behalf of the Company
Mr. Somchai Kulimakin, Mr. Bhiya Jriyasetapong, Mr. Samruay Tichachol and Mrs. Nisaporn Sirijuntanan, two of forth of these directors have the power of Attorney signed with Company stamp
Scope, Authorities and Duties of the Board of directors as follows
1. To authorize in management and operation business in accordance with the laws and principles to ensure that objective, strategies in short and long-term and/or annual, directions, financial and liquidity management, risk management, information technology management, security of technology system and creating an innovation to achieve objective and main goals of the Company. In addition, the Board of directors responsible to exercise and monitor executives including a Chief Executive Officer (CEO) and the Executive Committee to proper performance of their duties.
2. To shall regulate the overall management to comply with the Corporate Governance Policy for efficiency practice of directors executives and all employees and responsible to shareholders ensure the accuracy and completeness of the information disclosures (e.g. Code of business conduct, Anti-corruption policy, Practice towards the stakeholders, Fair Operating Practices, Human Rights, Society and environment responsibility in regard to a well-known reporting form, disclose important information and reflect practice that lead to add sustainable value of the company, confidentiality system/the control of internal information Follow consider the connected transactions of conflicts of transactions, Reporting conflicts of interest.) by regulate executives to perform their duties as assigned.
3. To manage the company’s financial reporting process to ensure accuracy, adequate disclosure, in time and according to the related law and practice by regulation to a Chief Financial Officer (CFO), an accountant, an internal auditor, a company secretary and an investor relation staff.
4. To manage the executive for designate a person or department to perform the “investor relations or IR” function to communicate with outsiders appropriately and timely such as shareholders, institutional investors, individual investors, analysts, or related government agencies.
5. To consider and scrutinize the agenda that must be proposed to the shareholders for approval in the shareholders’ meeting. As well as giving opinions to shareholders for acknowledgment in conjunction with propositions the agenda for shareholders to consider and conduct the shareholders’ meeting with transparency Supervise to ensure that Shareholders can exercise their rights appropriately.
6. To follow the human resource management in accordance with vision and mission of the Company by increasing a knowledge, an ability, a proper retention, receiving a fair operating practices to member of the Board, a Chief Executive Officer, the management, and employees for retaining efficiency personnel of the Company.
7. To set up a provident fund for employees to have adequate retirement saving and encourage them to enhance knowledge about financial management, selection of provident fund employee’s choice based on age, expected return and risk appetite. By regulate the executive to practice as their duties.
8. To promote continuous development and education of the Chief Executive Officer and key executive that is relevant to their roles and to ensure that development and succession plan for the Chief Executive Officer and key executive in place. Assign the Corporate Governance, Nomination, and Remuneration Committee to report the succession plan to the Board of directors at least once a year.
9. To regulate a member of Board to have enough time and practice as their duties and is able to access information in respect of matters. Moreover, to ensure that a company secretary had adequate knowledge and experience to support the Board of directors.
10. To regulate the nomination and selection of a member of the Board in a transparent and clear manner. In order to obtain qualified a directors in accordance with the composition of the Board as stipulated.
11. To review the charter, structure which is size and composition, proportion of independent directors, and role/responsibility in every year to appropriate and achieve to the objective and goals of the Company.
12. To determine the efficiency remuneration and performance assessment as following:
o Board of directors
The Corporate Governance, the Nomination, and Remuneration Committee considers in the first step before proposes to the Board of Directors. After that, the Board considers a structure and remuneration appropriate to the responsibilities and to the motivation to lead the Company to achieve both short and long-term goals.
o Chief Executive Officer
To assign the Corporate Governance, the Nomination and Remuneration Committee sets evaluation criteria and responsible for assessment and consider a compensation. In addition, assign the Chairman of Executive Committee to communicate result and any addition improvement issues to the Chief Executive Officer annually.
All this must be assigned to the directors, sub-committee which is relate to the task, and/or the management who has privilege to operate under the Board of duties excepting for the approval of the shareholders’ meeting such as;
1). On matters that require approval by shareholder meetings
2). Regulations require a shareholders’ approval for certain transaction (including conflict-of-interest transactions and material transactions)
The decision on whether the director has a conflict of interest with the Company or its subsidiaries, will not able to vote on such matter.
13. To perform any other duties related to the business of the Company as assigned by the shareholders.
Authorities, duties, and responsibilities of the Chairman of the Board as follows ;
- To regulate the Board of directors to perform their duties efficiently, and achieve in objectives.
- To encourage knowledge of ethics and policies to directors, executive, and employees and
- To strengthen good corporate governance standards to the Board of directors
- To appoint the Board of directors meeting, supervising delivery of the meeting invitation letter and other related documents and ensure that the Board of directors receive such documents which are information to support adequate and timely. Moreover, performing as the Chairman of the Board meeting.
- To be the Chairman who controls the shareholders’ meeting to comply with the regulations and the agenda.
- To be the conductor who controls the effective communication between directors and shareholders.
- Strengthen the good relationship between the Board of directors and Executives.
- Performing the duties prescribed by law, especially the duty of the Chairman.