||Group 5: Responsibilities of the Board of Directors
The Board of directors consists of 6 directors, which is considered suitable for the business. The composition of
the Board of Directors is as follows:
- Two executive directors who have conflict of interest.
- Four independent directors with no conflict of interest, no relationship and not representative of major
- Definition of Terms and Number of Companies Where Directors Can Serve
The Board of Directors consists of 6 members, 4 of them were independent directors which was accounted
more than one-third of all directors set by The Stock Exchange of Thailand. The director who has completed his/her
terms, one-third directors with the longest terms must retire. Directors who are retired by rotation could be re-elected.
Moreover, The Board of Directors also agreed for the issue of the number of companies where directors can
serve to be one important key in considering for appointing the director. In addition, the Company where each director
serves has disclosed in attachment 1 of Form 56-1, annual report and corporate website.
- Qualifications of Independent Director
The Independent Director shall consist of at least one-third of all director or not always less than three persons.
The qualifications of independent director in accordance with rules and regulations of SEC are as follows.
- holding shares not exceeding one per cent of the total number of shares with voting rights of the applicant,
its parent Company, subsidiary company, associate company, major shareholder or controlling person,
including shares held by related persons of such independent director;
- neither being nor used to be an executive director, employee, staff, advisor who receives salary, or controlling
person of the applicant, its parent Company, subsidiary Company, associate company, same-level subsidiary
company, major shareholder or controlling person, unless the foregoing status has ended not less than two
years prior to the date of filing an application with the office. Such prohibited characteristic shall not include
the case where the independent director used to be a government official or advisor of a government unit
which is a major shareholder or controlling person of the applicant;
- not being a person related by blood or legal registration as father, mother, spouse, sibling, and child,
including spouse of child, executive, major shareholder, controlling person, or person to be nominated as
executive or controlling person of the applicant or its subsidiary company;
- neither having nor used to have a business relationship with the applicant, its parent company, subsidiary
company, associate company, major shareholder or controlling person, in the manner which may interfere
with his independent judgement, and neither being nor used to be a significant shareholder or controlling
person of any person having a business relationship with the applicant, its parent Company, subsidiary
company, associate company, major shareholder or controlling person, unless the foregoing relationship
has ended not less than two years prior to the date of filing an application with the office.
- neither being nor used to be an auditor of the applicant, its parent company, subsidiary company, associate
company, major shareholder or controlling person, and not being a significant shareholder, controlling
person, or partner of an audit firm which employs auditors of the applicant, its parent company, subsidiary
company, associate company, major shareholder or controlling person, unless the foregoing relationship
has ended not less than two years prior to the date of filing an application with the office;
- neither being nor used to be a provider of any professional services including those as legal advisor or
financial advisor who receives service fees exceeding two million baht per year from the applicant, its parent
company, subsidiary company, associate company, major shareholder or controlling person, and not being
a significant shareholder, controlling person or partner of the provider of professional services, unless the
foregoing relationship has ended not less than two years prior to the date of filing an application with the
- not being a director appointed as representative of directors of the applicant, major shareholder or shareholder
who is related to major shareholder;
- not undertaking any business in the same nature and in competition to the business of the applicant or its
subsidiary company or not being a significant partner in a partnership or being an executive director,
employee, staff, advisor who receives salary or holding shares exceeding one per cent of the total number
of shares with voting rights of other company which undertakes business in the same nature and in competition
to the business of the applicant or its subsidiary company;
- not having any other characteristics which cause the inability to express independent opinions with regard
to the applicant’s business operations.
- Aggregation or Segregation of Position
The Chairman and the Managing Director is always not the same person. The Chairman is elected by the Board
of Directors, whereas the Chief Executive Officer comes from nomination. The Chairman is the leader and contributes
significant decision-making of the Company’s policy which is the result from The Board of Directors’ meeting which
is considered and determined goals with management. The chairman shall ensure that The Board of Directors meetings
proceed efficiently and effectively. During each meeting all Directors are urged to actively participate such as raise
essential questions, meeting, recommend, supervise and support management through managing director regularly.
But the chairman shall not interfere to routine work which is responsible by managing director. Managing Director is
head of management team. The Board of Directors authorizes managing director or acting or representative to sign
on behalf of Company. Managing Director authorizes management team according to specified authorities efficiently
and clearly. Hence, there is a clear distinction between the roles of The Board of Directors and the Management.
- Company Secretary
The Company has appointed a corporate secretary who is Miss Phasita Nilnoree. The roles and responsibilities
are the following :
- Handle and keep documents
- Registration of Directors.
- Meeting notices, minute of The Board of Directors, and corporate annual report.
- Appointment of Shareholders Meeting and minute of Shareholders Meeting.
- Record of connected transactions which report by directors or management.
- Communicate with shareholders and ensuring that they are properly taken care of.
- Communicating with related regulatory agencies.
The Board of Directors has appointed sub-committees to handle specific aspects. Their qualifications and responsibilities
have been defines in their respective charters. A majority of their members are Independent Directors. The Chairman does
not belong to any sub-committee. The sub-committees are regularly report their findings to The Board of Directors.
Currently, the Company has appointed two sub-committees, namely The Audit Committee and The Nomination and
Remuneration Committee. Their member names, responsibilities, and report of each sub-committee are described in the
The Board of Directors stipulated the business ethics in good corporate governance principles by conducting equitable
treatment, transparency, auditable, and respect to the rights of all stakeholders which will create confidence and acceptance
of efficient performance and transparency of Company. The code of conducts consists of eight principles
- Conflicts of interest
- Responsibility to shareholders
- Responsibility to employees
- Responsibility to customers
- Responsibility to trading partner
- Responsibility to competitors
- Responsibility to society and communities
- Follow-up the action
Conflicts of Interest
The Company has policy to protect conflicts of interest which define the measurement to avoid any conflict and interest
for personal benefit. The procedure for directors and employees are as following ;
- Prohibit Directors, Management and employees bring inside information of Company to use for their personal
stock trading or use inside information to operate business which compete with the Company or related business.
- Avoid doing personal transaction related to the Company which may cause conflict of interest.
- If the Company has any transactions which are beneficial to the Company, the Company shall treat such
transaction on arm length basis. Directors and employees which have conflicts of interest shall not approve such
- If the Company has related transaction to Shareholders, Directors, Managements or related persons, the appointed
Audit Committee shall approve on such transactions.
Connected transactions must be considered by The Board of Directors for reasonableness of the transactions and
the Audit Committee shall approve the disclosure in the annual report and Form 56-1 including publishing on the company
The Board of Directors’ Meeting
The meeting date of the Board of Directors has been specified in advance for each year while clear meeting agenda
has been determined quarterly. Other agendas are jointly decided by the Chairman and Managing Director as necessary.
However, each director may propose matters which they consider materially. In 2019, The Board of Directors convened
totally 4 times. The Board of Directors always received an invitation, draft minute of meeting and complete supporting
documents for consideration ahead of each meeting.
Normally , an ordinary The Board of Director’s meeting last approximately two hours. The Company’s secretary always
attend the meeting, record minute of meeting and keep document files of meeting correctly and completely. The Company’s
secretary also advises the Board of Directors regarding related rules and regulations.
The minutes of meeting of the Board of Director’s meeting covers all important issues and the resolutions were
unanimously approved. The discussion and opinion of directors were clearly recorded. All documents were systematically
filed under tight security. Generally, all directors attended every meeting except for legitimate reasons for absence. If he
knows in advance, he will send an apology letter to the Chairman when they could not attend a meeting. Record of the
Board of Directors’ attendance in 2019 (as of December 31, 2019) was as follows :
Attendance of The Board of Directors and Sub-committee’s meeting in 2019
Shareholder meeting AGM
No. of Attendance/No. of Meeting (Times)
|1. Mr. Chalermchai Mahagitsiri
||Chairman of the Board of
|2. Mr. Taratorn Wongprasat
||Vice Chairman /
Independent Director /
Audit committee /
Chairman of NRC
|3. Mr. Dome Liewlomviboon
||Director / Acting Chief
Executive Officer / Member
|4. Mr. Nitipat Amnatthaloengsak
||Independent Director /
Chairman of Audit
|5. Mr. Ekatip Tippavang
||Independent Director /
|6. Mr. Suvicha Panichpol
||Independent Director /
Member of NRC
Compensation of Directors and Management
- Directors’ Compensation
The Annual General Shareholders’ Meeting for 2019 approved Directors and sub-committees’ remuneration,
taking into account the Company’s business, size, performance as well as the duties and responsibilities of The Board
of Directors and sub-committees. The Directors’ and sub-committees’ remuneration packages for 2019 were the
same as those of 2018 to accommodate the performance of the Company. The details are as follows;
- The monthly compensation of 16,000 Baht per person for the Company’s Chairman and non-executive directors,
with the attendance fee of 12,000 Baht/time/person
- The attendance fee for the Audit Committee is 12,000 Baht/time/person
- The attendance fee for the Nomination and Remuneration Committee is 6,000 Baht/time/ person
- The attendance fee of the Chairman of each committee will be 1.2 times of each committee.
The attendance fee will be provided only Members who attended the meeting.
- Compensation Policy for Subsidiaries’ Board Members
The subsidiaries or joint venture Company which the Company invests directly or indirectly comply with the
business condition are treated as Company assets in line with legal criteria or investment conditions. As a rule, the
boards of these companies are kept minimum, for instance, the Chief Executive Officer and senior management
executive directly responsible for the success of such project according to Company’s policies and strategies. Therefore,
Managing Director and executives as director of subsidiaries are not entitles to extra compensation except allowance
because it is considered as routine work which is clearly specified in good corporate governance principles of Company
- Managing Director’s Compensation
The Managing Director’s compensation is determined clearly and transparently decided by the Chairman.
Consideration is based on duties and responsibilities, linked to the Company financial results and annual performance
- Executives’ Compensation
Chief Executive Officer will consider compensation of each executive appropriately for increasing salary of
executive. Consideration is based on individual performance and Company’s financial results. In addition, performance
compared with goals of each department was considered as well.
The Company disclosed total compensation in Form 56-1. Besides, holding securities, warrant of individual were
also disclosed transparently to support Company’s good corporate governance principles.
Development of directors and executives
The Board of Directors regularly improve themselves by attending seminar, courses and meetings organized by the
Institute of Directors of Thailand (IOD), The Stock Exchange of Thailand, and SEC, and bring such knowledge to develop
Employee Improvement Policy of the Company
The Company has continuously encouraged the employees to continue training in terms of increasing knowledge in
the work in various fields to develop employees’ potential more effectively. In addition, the development of security. The
Company sent its staff to train firefighters and fire evacuation training “fire drills and fire escape” on December 19, 2019.
The Role of Strategic Partners
Human resources must know and understand the work of all department and must have the knowledge of the business
as which is currently known as a business partner. Besides it must be stated clearly that any of activities of human resources
can make the Company get more the benefit or get something in return to the Company.
The Role of being the expert in working
The work of human resources must have both of administrative role and service role to staffs. The service role is a
routine work such as recruiting, hiring , salary , managing the staff’s data, staff training , evaluation of performance completely
so the human resource try to find the ways to improve the performance of the administration to get the result fast and
efficiently by applying the technology for working fast and reduce the manpower which is unnecessary in the Company.
Moreover, the Company will get the output for human resources fast moving , high quality under low cost conducted.
The Role of improvement for employee
Human resource need to set up the return or welfare to the staff which is able to competitive and to set up the career
development and training/seminar for development , flexible working hours including CSR activities for motivation the staff
and understanding the all of the group of generation in the Company.
The Role of the Leader skills
The nature of personnel in the organization during the current economic situation. There are many changes such as
new attendance, resignation, migration, position adjustment etc. Therefore, setting the rules The Human Resources
Department has set up a system to support change, which is a matter that human resource professionals must have
expertise and understand such nature. Moreover, acting as a change leader Is the use of modern enterprise management
systems to reduce operational procedures (in some cases that are not necessary, which can reduce the procedure).
Besides, being the leader for changes is to use the modern management system such as to reduce the process work which
is unnecessary and eliminate them out of working.
In addition, the Company had improved and provide the good welfare to the staff and special benefits to the employees
in different ways which is non-monetary returns and others as below.
- Welfare medical expenses , the Company has developed a form of payment for the hospital both outpatient and
inpatient to meet the cost of living in the present and making the employee to be comfortable and receive the good
medical treatment in case of illness. Moreover, the employee can admit to the hospital without having to pay money
before. So that all employees are treated well in sickness and also to improve the amount of medical expenses for
employees to achieve the equality in the Company.
- To Provide the benefit for aid in case of family members (including father mother , husband , wife and son) died.
- Provident fund to employees for saving money. The Company will contribute to the fund with a number of employees.
Employees will have the money to spend on termination of employment.
- Reward for the years of service to the employee who work for 10 consecutive years, 15 years , 20 years and 25
years. The Company will provide souvenirs and certificate to express its appreciation and thanks to them.
- The Company will provide the annual physical check up.