According to the Articles of Association of the Company, it specifies that the Board of Directors shall consist of not less than five directors. Not less than one half of total number of directors shall have domicile in the Kingdom. In business operation, the directors must therefore perform duties in compliance with the laws, the Company’s objectives and Articles of Association as well as the resolutions of the Shareholders’ Meetings in good faith and carefulness to protect interests of the Company. At present, the Board of Directors of the Company (as per the latest Ministry of Commerce’s certification dated on December 31, 2020), who possess qualifications in accordance with Section 68 of Public Company Act B.E. 2535 (1992) and the related notifications of the Office of the Securities and Exchange Commission, consists of 6 members under the following name list:
The authorized directors who jointly sign on behalf of the Company are either Mr. Piya Prayong or Mr. Dhira Thongwilai or Ms. Pattama Piyamaneeporn, together with Mr. Pichet Wichitchamnan or Mr. Viroj Sereesirikajorn or Mr. Pakarin Dattibongs, totaling to two directors, and affix with the Company’s seal.
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.
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: