Strengthen Board Effectiveness

Strengthen Board Effectiveness
    The Company’s Board of Directors consists of nine directors, who serve each service term of three years. One of them is a management member, while seven do not involve in the management Out of the total directors, three of them are qualified as independent directors, according to the Securities Exchange Commission (SEC)’s requirement that a SET-listed company must have independent directors at the number equivalent to or more than one-third of the total directors.

    The Board of Directors acts as the representatives of the shareholders and oversees the Company’s overall management. They shall lead and take part in determining the Company’s targets, directions, policies, operation plans and budget. The Board of Directors should honestly make sure that the Company’s business is operated in accordance with the laws, Company’s objectives and related regulations as well as the resolutions of the shareholder meetings in order to maintain the benefits of the shareholders, with other stakeholders also being taken into account. In addition, the Board of Directors also monitors the management’s operation performance to ensure that the established policy is achieved efficiently and effectively to maximize corporate value as well as lead to the highest stability for the shareholders. The Board of Directors arranges the internal control system and the risk management system and closely follows the operation of these units on a regular basis. Moreover, the Board of Directors also establishes the Executive Committee, who oversees the management’s operation performance, ensuring that the management’s operation is carried out in compliance with the set management policies. The scope of authority and duties of the Executive Committee is determined by the Board of Director and they are authorized to approve the investment worth not more than 20 million baht. Meanwhile, the Chief Executive Officer is authorized to approve the investment worth no more than 15 million baht. In addition, the Company’s Board of Directors also appoints the Audit Committee to strengthen the Company’s internal control system and ensure sufficient and appropriate good corporate governance practices.

    The Chairman of the Company’s Board of Directors shall not be the same person as the Chief Executive Officer so that the responsibilities in regard to corporate governance and general management are separated. This will allow the Company to operate business with transparency and minimize the chances of conflicts of interest and also prevent absolute power of the Chief Executive Officer thanks to the power balance between the two positions, which can better maximize benefits for the Company and the shareholders.

    Sub-Committees
    For more effective and transparent corporate governance, the Board of Directors sets up some sub-committees to assist in operation and corporate governance affairs as the following details:

• Executive Committee
  Company’s Board of Directors selects six qualified directors and management to be members of Executive Committee to manage and supervise the Company’s operation as assigned by the Board of Directors.
• Audit Committee
  The Board of Directors appoints three independent directors to be the members of the Audit Committee. At least one of the three independent directors must possess knowledge and experience in accounting and finance. The members of audit committee must be independent as stated in the rules and regulations concerning qualifications and scope of duties and responsibilities of the Audit Committee set by the Stock Exchange of Thailand (SET). The Audit Committee reports directly to the Board of Directors and their scope of duties and responsibilities, as stated in the charter of the Audit Committee, is reviewed and improved at least once annually.
• Nomination and Remuneration Committee
  The Board of Directors appoints the Nomination and Remuneration Committee, consisting of non-management members and two of them are independent directors. This Committee is responsible for setting policies, principles and guidelines for nomination and selection of the Company’s directors, sub-committees and top executives. The Committee also determines the amounts of remuneration and other benefits for directors and sub-committee members as well as top executives. The Nomination and Remuneration Committee reports the performance and proposes opinions or suggestions to the Board of Directors.
• Corporate Governance Committee
  The Board of Directors appoints the Corporate Governance Committee, consisting of three non-management members and most of them are independent directors.  The committee is assigned to oversee and determine corporate governance operation and guideline for the organization in order to promote the organization as an excellent organization in terms of efficient business operation, corporate governance and management, with the focus on maximizing benefits for shareholders and overall stakeholders as well as the employees of the Company and the subsidiaries under the group.

    Board of Directors Meetings
    The Board of Directors meets monthly and some special meetings are arranged as necessary.  The invitation letters clearly indicating the meeting date and agenda are sent to the members of Board of Directors at least seven days prior to the scheduled meetings to ensure that the directors have adequate time to consider the information ahead of their meeting attendance. Each meeting normally takes not less than two hours.  In each meeting, the Chairman of the meeting allows each director to express his/her opinions freely. In 2019, there were 12 Board of Directors meetings, 13 Executive Committee meetings, nine Corporate Governance Committee meetings, five Audit Committee meetings, two Nomination and Remuneration Committee meetings. In 2020, there were 17 Board of Directors’ meetings, 14 Executive Committee meetings, five Corporate Governance Committee meetings, six Audit Committee meeting and four Nomination and Remuneration Committee meetings. The details of each director’s attendance are shown in the following table:
 

Notes
In 2019
/1 Mr. Nattawit Boonyawat resigned from the director and executive director positions, effective on November 2019. Mr. Wiroj Bunsirirungruang was appointed to be the director, replacing Mr. Nattawit Boonyawat, effective on December 23, 2019, serving the remaining term of Mr. Nattawit Boonyawat.
/2 Mr.Poomchai Wacharapong retired from the CEO position on December 31, 2019 but he remained the Company’s director. . Mr. Wiroj Bunsirirungruang was appointed to fill in the CEO position, replacing Mr.Poomchai Wacharapong, effective on January 1, 2020.

In 2020
/3 Mr. Pattanapong Nuphan resigned from the positions of director and executive director, effective on June 1, 2020. Mrs. Mrs. Natnapang Jongsomjit was subsequently appointed to replace Mr. Pattanapong Nuphan, effective on June 5, 2020, serving the remaining term of Mr. Pattanapong Nuphan.
/4  Mr. Wiroj Bunsirirungruang resigned from the positions of director and executive director, effective on August 1, 2020, and Mr.Chayanont Ulit was appointed to be the director to replace Mr. Wiroj Bunsirirungruang , effective on August 1, 2020, serving the remaining term of Mr. Wiroj Bunsirirungruang. 
/5   Mrs. Natnapang Jongsomjit resigned from the director and executive director positions, effective on December 15, 2020 and Mr.Neil Wayne Thompson was appointed to fill in the vacant director position to replace Mrs. Natnapang Jongsomjit, effective on December 23, 2020, with his term equal the remaining term of Mrs. Natnapang Jongsomjit.
/6   Mr. Somkiat Charoenpinyoying resigned from the director and executive director positions, effective on December 15, 2020. Mr.Komkrit Sirirat was appointed to be the director, replacing Mr. Somkiat Charoenpinyoying, effective on December 23, 2020, with his term equal the remaining term of Mr. Somkiat Charoenpinyoying.

    The written minutes of the meetings, endorsed by the Board of Directors, are properly recorded and filed.  They are always available for review and examination by the Board of Directors and related parties.

Board of Directors’ Reports
   The Board of Directors holds responsibility for the Company and the subsidiaries’ financial statement (already audited by the auditor) as well as all disclosed financial information. The Board of Directors realizes the importance of the accuracy and reliability of such financial reports and information. Hence, the Board of Directors has a policy to complete a report on the responsibility of the Board of Directors in regard to the financial reports and financial information disclosed in the Company’s annual report. The financial statement is regularly prepared to conform to the generally accepted accounting standards.  In preparing such financial reports, appropriate accounting policies are selected and consistently adapted, with cautious judgment and forecast.  Moreover, the significant information shall be adequately disclosed in the notes to financial statement covering important matters under the code of best practices for directors of SET-listed companies announced by SET.

    Moreover, the Audit Committee, appointed by the Board of Directors, is responsible for overseeing the quality of Company’s financial reports, the internal control system and the internal audit system. Comments from the Audit Committee are reported in the 56-1 Form. All members of the Audit Committee and the management attend meetings in order to review the adequacy of the Company’s internal audit system in various areas set by the Company’s management. The minutes of every Board of Directors’ meeting are recorded and contain proper details, e.g. questions and opinions of each director for each agenda and opposite opinion along with the rationales, so that the shareholders can examine the appropriateness of the directors in performing their duties. Meanwhile, the Board of Directors continuously and firmly focuses on applying the good corporate governance policies to the management and operation to promote a good image and reliability of the Company among investors and the public.

    Prevention of Conflict of Interests
Realizing possible conflicts of interests, the Board of Directors issues guidelines as a part of the Code of Ethical Business for all management and employees to avoid any personal conflicts of interests with the Company and shareholders when dealing with trade partners and other parties (note: further details about the Company’s policy to prevent conflicts of interests can be seen in Item 6.1.2).

    Remuneration for Directors and Management
The Nomination and Remuneration Committee determined the remuneration for the directors and management in 2020, taking into account the business size, the scopes of their responsibilities and the Company’s business growth, and propose the amount of remuneration to the Board of Directors’ approval. The remuneration of the Board of Directors and sub-committees must be approved by the shareholders’ meeting  (Note: The information in regard to the remuneration for the directors and management members is disclosed in the Management section).

    The Code of Ethical Business
The Company puts in place the Code of Ethical Business for all directors and employees to comply with in order to enhance the corporate value.  A primary goal of the Code of Ethical Business is to ensure that the directors, management and employees treat the Company, stakeholders and society in professional, honest, transparent, equal and responsible manners.  They have the freedom to do perform their duties and shall be independently responsibility to the society.Moreover, the Company also assigns responsible persons to assess the performance and improve such Code of Ethical Business on a regular basis.  Finally, the Company also has a policy to regularly and continuously educate and provide trainings for all staff and management to ensure their understanding and knowledge and release relevant information on a regular basis.