Board of Directors

The duty of the Chairman of the Board is to play the leadership role, and to preside over the Board of Directors’ Meeting and the Shareholders’ Meeting to ensure efficiency and effectiveness by encouraging every director to participate in the meeting, assisting, advising and supporting the business operation of the management. The Chairman also has the freedom to propose agenda of the meetings and express opinions on the Company’s operations in various aspects, including carefully and mutually considering matters concerning conflict of interests for justice and transparency.

1. To perform duties with responsibility, caution and honesty in accordance with the laws, the Company’s objectives and Articles of Association as well as the resolution of the Shareholders’ Meeting with the exception of matters requiring approval from the Shareholders’ Meeting prior to execution such as matters required by law for approval of the Shareholders’ Meeting in performing connected transactions and any purchase or sale of important assets pursuant to the regulations of the Stock Exchange of Thailand (SET) or those prescribed by other government agencies
2. To govern the business to be operated in ethical manner such as determining Corporate Governance Policy and preparing Code of Business Ethics for directors, executives and employees of the Company and its subsidiaries, and disclosing for acknowledgement, determining the compliance and monitoring the compliance.
3. To consider the approval of business policies, targets, operational plans, business strategies and annual budgets of the Company.
4. To consider and approve the appointment of a person who possesses the required qualifications and does not have any prohibited characteristics under the Public Limited Company Act B.E. 2535 (1992) and laws relevant to Securities and Stock Exchange of Thailand, including the related notifications, regulations and/or rules to hold the director position in case of vacancy due to causes other than retirement by rotation.
5. To consider the appointment of independent director by taking into consideration the required qualifications and prohibited characteristics as per laws relevant to Securities and Stock Exchange of Thailand, Notifications of the Capital Market Supervisory Board, including relevant notifications, regulations and/or rules of The Stock Exchange of Thailand (SET); or propose to the Shareholders’ Meeting to consider the appointment as the independent director of the Company accordingly.
6. To consider the appointment of the Audit Committee members who meet the qualifications specified by the laws relevant to Securities and Stock Exchange of Thailand, Notifications of the Capital Market Supervisory Board, including relevant notifications, regulations and/or rules of The Stock Exchange of Thailand (SET).
7. To consider the appointment of executive director by selecting from the directors or the executive of the Company or external parties, including determining the scope of power, duties and responsibilities of executive director.
8. To consider the appointment of sub-committees to assist in operations within the scope of responsibilities of the Board of Directors.
9. To determine and change the names of the authorized directors in signing to bind the Company.
10. To appoint any other persons to operate the Company’s business under supervision of the Board of Directors or may authorize such persons to have power and/or within the time period as deemed appropriate by the Board of Directors. The Board of Directors may withdraw or change such power.
11. To consider the approval on performing transactions relating to acquisition or disposition of assets, except where such transactions require approval from the Shareholders’ Meeting. Such approval must comply with the Notification of the Capital Market Supervisory Board and/or relevant notifications, regulations and/or rules of the Stock Exchange of Thailand (SET).
12. To consider the approval of performing connected transactions, except where such transactions require approval from a Shareholders’ Meeting. Such approval must comply with the Notification of the Capital Market Supervisory Board and/or relevant notifications, regulations and/or rules of the Stock Exchange of Thailand (SET).
13. To consider the approval of interim dividend payment among the shareholders upon consideration that the Company has adequate profits to do so; and report such dividend payment to the following Shareholders’ Meeting for acknowledgement.

The Board of Directors shall elect a director to be the Chairman of the Board. If it is deemed appropriate, the Board of Directors may consider electing one or many directors to be Vice Chairman, whose duties shall be assigned by the Chairman in accordance with the Company’s Articles of Association. The Board of Directors shall convene hold the meeting at least once every three months.

However, in assigning powers, duties and responsibilities of the Board of Directors, it shall not assign or sub-assign any powers, duties and responsibilities in a manner which will allow the Board of Directors or the person who is authorized by the Board of Directors to be able to approve transactions in which the Board of Directors and the said authorized person or the persons who may have conflict of interests with (as defined by the Notification of The Securities and Exchange Commission), have gain and loss, or may have any other conflict of interests with the Company or its subsidiaries, except where the approval of such transaction is consistent with the policy and criteria considered and approved by the meeting of shareholders or of the Board of Directors.

Element and appointment, removal or discharge of the director position shall be stipulated in the Company’s Articles of Association and can be summarized as follows:

1. In the Company’s operation, the Board of Directors shall consist of not less than five directors and not less than one half of the total number of directors shall have their domicile in Thailand.
2. The Company’s directors shall be elected by the Shareholders’ Meeting as per the following rules and procedures:
   1. Each shareholder shall have one vote per share.
   2. Each shareholder shall exercise all of his or her existing votes under (1) to elect one or several persons as director. However, he or she may not more or less divide his or her votes among the candidates.
   3. The persons who earn highest votes in respective order of the votes shall be elected to be directors in a number equaling to the number of directors that should be available or should be elected in that time to be elected at that meeting. In the event where the elected persons in the following order have equal vote and exceed number of directors that should be available or should be elected in that time, the Chairman of the meeting shall exercise a casting vote.
3. In each Annual General Meeting of Shareholders, the directors shall retire by one-third of total number of directors at that time. If the number of directors cannot be divided to be identical into three portions, they shall retire in the number nearest to one-third portion. The directors who must retire from office in the first and second year after the registration of the Company shall be retired by drawing. For the following years onwards, the directors holding the longest term in office shall be retired. All retired directors can be re-elected to assume the office.
4. A Director may resign from office by submitting a resignation letter to the Company. The resignation shall become effective from the day the resignation letter has been received by the Company.
5. The Meeting of Shareholders may resolve that any director shall vacate his/her office prior to expiration of his/ her term with votes of at least three-fourths of total number of shareholders who attend the meeting and have voting rights whereas total counted shares are not less than one half of number shares held by the shareholders who attend the meeting and have voting rights.