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Group 5: Responsibilities of the Board of Directors
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Structure
- Composition
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 shareholders.
- 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 office;
- 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.
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Sub-committees
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 Annual Report.
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Business Ethics
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
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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 transactions.
- 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 website.
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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 2020, The Board of Directors convened totally 7 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 one hour. 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 2020 (as of December 31, 2020) was as follows :
Attendance of The Board of Directors and Sub-committee’s meeting in 2020
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Director
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Position
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BOD |
AC. |
Shareholder meeting AGM |
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7 Times
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5 Times
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AGM |
EMG |
No. of Attendance / No. of Meeting (Times) |
| 1. Mr. Chalermchai Mahagitsiri |
Chairman of the Board of Directors |
7/7 |
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1/1 |
1/1 |
| 2. Mr. Taratorn Wongprasat |
Vice Chairman / Independent Director / Audit committee / Chairman of NRC |
7/7 |
5/5 |
1/1 |
1/1 |
| 3. Mr. Dome Liewlomviboon |
Director / Acting Chief Executive Officer / Member of NRC |
7/7 |
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1/1 |
1/1 |
| 4. Mr. Nitipat Amnatthaloengsak |
Independent Director / Chairman of Audit Committee |
7/7 |
5/5 |
1/1 |
1/1 |
| 5. Mr. Ekatip Tippavang |
Independent Director / Audit Committee |
7/7 |
5/5 |
1/1 |
1/1 |
| 6. Mr. Suvicha Panichpol |
Independent Director / Member of NRC |
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Compensation of Directors and Management
- Directors’ Compensation
The Annual General Shareholders’ Meeting for 2020 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 2020 were the same as those of 2019 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 as well.
- 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 evaluation.
- 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.
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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 Company further.
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 18, 2020.
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.
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