Sub – Committees and Charters

หน้าหลัก 9 Sub – Committees and Charters

Executive Committee

Mr. Polpat Karnasuta

Chairman of the Executive Committee

Mr. Mongkol Peerasantikul

Member of Executive Committee

Ms. Pakatip Lopandhsri

Member of Executive Committee

Mr. Pasan Swasdiburi

Member of Executive Committee

Mr. Apathorn Karnasuta

Member of Executive Committee

Mr. Nicolino Pasquini

Member of Executive Committee

Mr. Somchai Woonprasert

Member of Executive Committee

Mr. Nivate Lenghong

Member of Executive Committee

The Executive Committee of the company has the scope of duties and responsibilities on the following matters:

  • Formulate the Company’s business strategies and business operation plan; oversee and monitor the compliance of the corporate governance principles and the operating results of the Company to be the most effective and efficient.
  • Review the Company’s operational performance from time to time to find prompt solutions to achieve the planned business targets.
  • Review and endorse annual budgets and large scale of investment projects of the Company before submitting to the Board of Director for approval.
  • Set up organizational structure and carry out efficient management covering recruitment, trainings, employment, termination of employment and compensation of executives and staff members.
  • Under power of attorney to act as a representative to exercise business transactions on behalf of the Company within the limits of authority defined in the Corporate Governance Policy and the Company’s regulation
  • Provide advice to the Board of Directors for making decisions on important issues
  • Execute other duties as assigned by the Board of Directors

The Audit Committee

Mr. Apichart Dharmasaroja

Chairman of the Audit Committee

Mr. Prasertphand Pipatanakul

Member of Audit Committee

Mr. Nattaphorn Bhormsuthi

Member of Audit Committee

The Audit Committee of the company has the scope of duties and responsibilities on the following matters:

  • Ensure the accuracy, completeness, reliability and timely information disclosure of the financial statements report.
  • Ensure that the Company has duly complied with the rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), and other regulations and laws related to the Company’s businesses.
  • Consider, select and nominate an independent person to be the Company’s auditor and propose such person’s remuneration as well as attend non-management meeting with an auditor at least once a year.
  • Ensure that the Company has sufficient, appropriate and effective internal control and internal audit system, determine an internal audit unit’s independence as well as approve the appointment, transfer or dismissal of the head of the internal audit office or related parties.
  • Review the related transactions or the transactions that may lead to conflicts of interests to make sure that they are in compliance with the law and regulations stipulated by the Stock Exchange of Thailand and are reasonable and for the highest benefit of the Company.
  • Ensure that the Company has sufficient, appropriate and effective risk management systems
  • Review and approve internal audit plan and performance of the internal audit office
  • Prepare the Audit Committee’s annual performance report and disclose it in the Company’s annual report. Such report must be signed by the Chairman of the Audit Committee and consists of at least the following information:-
    (a) opinion on accuracy, completeness and credibility of the Company’s financial report,
    (b) opinion on adequacy of the Company’s internal control system,
    (c) opinion on compliance with by the Securities and Exchanges laws, the Stock of Thailand regulations or the laws relating to the Company’s business,
    (d) opinion on suitability of an external auditor,
    (e) opinion on transactions which may lead to conflicts of interest,
    (f) number of the Audit Committee’s meeting and attendance at such meetings by each committee member,
    (g) opinion or overview of comments received by the Audit Committee from its performance of duties in accordance with the charter,
    (h) other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board of Directors
  • Request or invite the Executive Committee members, executives or relevant parties to give statements or useful information, join meeting or deliver documents as deemed relevant and necessary
  • Review the Audit Committee Charter on an annual basis in order to consider and assess its current assigned roles and responsibilities and propose any required amendments if necessary.
  • Oversee that there is an effective whistle blowing system in place, in the event that an employee or any stakeholder is suspicious of any possible wrongdoing, as well as non-compliance to any laws, regulations, business code of conduct or to any corporate governance policies so that the whistleblower has the confidence that the Company has the required and appropriate independent procedure to effectively investigate and resolve such possible wrongdoings and non-compliance issues.
  • Execute other duties as assigned by the Board of Directors.

Corporate Governance Committee

Mr. Prasertphand Pipatanakul

Chairman of the Corporate Governance Committee

Mr. Apichart Dharmasaroja

Member of Corporate Governance Committee

Mr. Nattaphorn Bhormsuthi

Member of Corporate Governance Committee

Mr. Polpat Karnasuta

Member of Corporate Governance Committee

Mr. Sook Sueyanyongsiri

Member of Corporate Governance Committee

Ms. Pakatip Lopandhsri

Member of Corporate Governance Committee

Mr. Mongkol Peerasantikul

Member of Corporate Governance Committee

The Corporate Governance Committee of the company has the scope of duties and responsibilities on the following matters:

  • Establish the corporate governance policy under current legal framework, the cabinet’s resolutions, principles, rules and regulations stipulated by organizations that oversee the corporate governance such as the Stock Exchange of Thailand, the Securities and Exchange Commission, other relevant agencies as well as international standards of corporate governance, propose the drafted policy to the Board of Directors for approval and proclaim the approved policy to be used as the best practice of the Directors, the Management and staff members at all levels.
  • Oversee and give advice to the Directors, the Management and staff members of the Company on how to perform their duties and fulfill their responsibilities in accordance with frameworks and criteria of the Corporate Governance Policy.
  • Set guidelines for reporting of the corporate governance compliance in the Company’s annual report.
  • Consider and approve the announcement of the Company’s corporate governance issues of to publics as well as amend circulation of corporate governance information on the Company’s website.
  • Consider, review and revise the corporate governance policy continually at least once a year to keep the Company’s Corporate Governance Policy up-to-date and well adjusted to the international standards.
  • Execute other duties as assigned by the Board

Code of Conduct Committee

Mr. Prasertphand Pipatanakul

Chairman of the Code of Conduct Committee

Mr. Apichart Dharmasaroja

Member of Code of Conduct Committee

Mr. Sook Sueyanyongsiri

Member of Code of Conduct Committee

Ms. Pakatip Lopandhsri

Member of Code of Conduct Committee

Mr. Mongkol Peerasantikul

Member of Code of Conduct Committee

Mr. Nicolino Pasquini

Member of Code of Conduct Committee

The Code of Conduct Committee of the company has the scope of duties and responsibilities on the following matters:

  • Consider, formulate and approve the Business Code of Conduct, the Anti – Corruption Policy and the Code of Ethics to be used as the practical guideline of the Directors, the management and staff members towards shareholders, community and society and propose to the Board of Directors for approval.
  • Consider and review the Business Code of Conduct and the Anti – Corruption Policy to be efficient and appropriate to the situation.
  • Oversee, supervise and monitor to ensure that compliance of the Business Code of Conduct, the Anti – Corruption Policy and the Code of Ethics have been strictly and continuously followed by all persons within the Company.
  • Execute other duties as assigned by the Board of Director.

Risk Management Committee

Mr. Apichart Dharmasaroja

Chairman of the Risk Management Committee

Mr. Nattaphorn Bhormsuthi

Member of Risk Management Committee

Mr. Sook Sueyanyongsiri

Member of Risk Management Committee

Mr. Mongkol Peerasantikul

Member of Risk Management Committee

Mr. Visut Suwanwitwaj

Member of Risk Management Committee

Ms. Pakatip Lopandhsri

Member of Risk Management Committee

Mr. Warawut Nakpairat

Member of Risk Management Committee

The Risk Management Committee of the company has the scope of duties and responsibilities on the following matters:

  • Define, review and approve risk management policy and risk management master plan. Set and regulate the Company’s risk management system as well as consider and review risk management plans to be efficient and appropriate for changing situation.
  • Evaluate, monitor and oversee risks to ensure that they are at appropriate levels.
  • Oversee, supervise and monitor to ensure that all departments within the Company continuously follow up risk management policies.
  • Consider and approve budgets and expenses for operation about risk management and monitor sufficiency of resource to be used for risk management.
  • Monitor risks status of the Company and report to the Board of Directors and the Audit Committee.
  • Form the working team as deemed appropriate.
  • Execute other duties as assigned by the Board of Directors.

Nomination and Remuneration Committee

Mr. Apichart Dharmasaroja

Chairman of the Nomination and Remuneration Committee

Mr. Nattaphorn Bhormsuthi

Member of Nomination and Remuneration Committee

Mr. Polpat Karnasuta

Member of Nomination and Remuneration Committee

Ms. Pakatip Lopandhsri

Member of Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the company has the scope of duties and on the following matters:

  • Consider the appropriate structure, size and composition of the Board to suit the organization and changing situation.
  • Ensure that the Board structure comprises ethical and honest experts who are knowledgeable, experienced and skillful in diverse fields relevant to the conduct of business. Furthermore, the members are selected with non – discrimination of gender, race, religion, age, professional skill, or other qualifications.
  • Consider the criteria for selecting directors, as well as select and nominate qualified persons to be considered by the Board of Directors before further submission to the meeting of shareholders for appointment as directors.
  • Consider qualifications of the independent directors to be in line with the criteria defined by the Securities and Exchange Commission (SEC) and by the Company.
  • Allow minority shareholders the opportunity to propose qualified persons for selection as directors. This provides shareholders with enough time prior to the meeting of shareholders being held.
  • Set the criteria for selecting CEO / President.
  • Select and nominate qualified persons to be considered by the Board of Director for appointment as CEO/President.
  • Formulate succession plans for Chairman of the Board, CEO/President and senior executive position and submit to the Board of Directors for consideration.
  • Consider compensation method and standard for directors, members of the sub-committees (except the Nomination and Remuneration Committee itself) as well as for the CEO and President, so that they are equitable and appropriately corresponds to the respective assigned duties and responsibilities, current business environment and performance results of the Company, as well as will facilitate an effective discharge of their responsibilities. The proposed compensation plan should also be comparable to those of other companies within the same or similar industry and business sector as the Company, and also take into consideration the overall increase to the total value of the shareholders equity in the long term.
  • Consider the compensation for directors and propose it to the Board of Directors for endorsement and, in turn, tabling it for the approval of the meeting of shareholders.
  • Define goals and evaluate the performance of the President/CEO to determine reasonable compensation.
  • Consider knowledge development plans and training programs for existing and newly appointed directors to be suitable and in line with roles and responsibilities of the existing Director’s position and of the Board of Directors as well as development which is critical to the business operations of the Company.
  • The Nomination and Remuneration Committee has rights to attend trainings or to participate in activities to enhance knowledge and expertise by using resource of the Company.
  • Invite executives or any related persons to attend the meeting in order to provide relevant information.
  • Execute other duties as assigned by the Board of Director.

Corporate Social and Environmental Responsibility Committee

Mr. Apichart Dharmasaroja

Chairman of the Corporate Social end Environmental Responsibility Committee

Mr. Nattaphorn Bhormsuthi

Member of Corporate Social end Environmental Responsibility Committee

Mr. Sook Sueyanyongsiri

Member of Corporate Social end Environmental Responsibility Committee

Mr. Somchai Woonprasert

Member of Corporate Social end Environmental Responsibility Committee

Mr. Mitporn Tansrisook

Member of Corporate Social end Environmental Responsibility Committee

Mr. Kridchai Suthiluck

Member of Corporate Social end Environmental Responsibility Committee

Miss Kularb Kawvongbon

Member of Corporate Social end Environmental Responsibility Committee

The Corporate Social and Environmental Responsibility Committee of the company has the scope of duties and responsibilities on the following matters:

  • Set out the Company’s corporate social responsibility (CSR) policy framework and activity plan and propose to the Board of Directors for approval. The Committee may invite the management, employees or concerned persons to give opinions, join meeting or submit relevant information.
  • Appoint working team to perform corporate social responsibility (CSR) activities as deemed appropriate; monitor its performance by assigning to prepare performance report on CSR activities and present to the Corporate Social Responsibility Committee.
  • Review performance outcome of CSR activities and report to the Board of Directors.
  • Monitor and report the Board of Directors current and emerging sustainable development and CSR issues and trend.
  • Review and approve disclosure of corporate social responsibility report in the Company’s annual report.
  • Consider and approve budget and expenses for exercising CSR activities.
  • Execute other duties as assigned by the Board of Directors.