5. Responsibilities of the Board

  1. Committee Structures
    The Company’s committee structure consists of three committee bodies: the Board of Directors, Audit Committee Nomination and Remuneration Committee and Executive Committee.
    • Board of Directors - In 2017, there are 9 members of the Board of Directors, consisting of 3 independent directors. The Board of Directors has limited period ruled by the Company’s regulation and is able to be re-appointed after retirement.
    • Audit Committee - consists of 3 independent directors. Each member is in charge for a period of 3 years, the member may be re-appointed after retirement.
    • Nomination and Remuneration Committee - consists of 2 independent directors and 1 director. Each member is in charge for a period of 3 years, the member may be re-appointed after retirement.
    • Executive Committee - there are 4 members of the Board of Directors and high-level executives of the Company. However, holding the position of director of each directors can be amended by the resolution of the Board of Directors’ meeting appointing them.
    The composition, membership, selection method, and scope of authority for each of the committee, along with the name of the committee members were mentioned under the topic of “Management Structure”.
  2. Roles, duties and responsibilities of the Board of Directors
    The scope of authority of the Company’s committee has been mentioned under the topic of a sub-committee.The Board of Directors plays a vital role to determine and approve the visions, goals, strategies, and budget of the Company, to follow up the executives’ performance, to ensure the appropriate internal control system including the appropriate risk management. The Board of Directors is responsible for the preciseness, completion, and appropriate accounting principles of the financial report.

    The Board of Directors sets a written policy on good corporate governance which is reviewed annually.

    The Board of Directors sets a written policy on business ethics, which is disclosed on the Company’s website as guidelines for directors, executives, and employees of all levels to follow.

    The Board of Directors was informed and/or approved the appropriate connected transactions and conflict-of-interest transaction in accordance with the SET regulation and disclosed in the annual report and Form 56-1.

    The Board of Directors realizes the importance of the internal control system of the Company. An independent internal audit team is set up to review work performance in accordance with the Company policies and to suggest solutions and improvement. To ensure that the audit team has independence and full control, the team is to report directly to the Audit Committee. In addition, the Board of Directors requires the Audit Committee to follow the regulations as operational guideline.

    Risk management is the responsibility of the Chief Executive Officer, Managing Director and the Executives. The Company arranges risk evaluation, reviews, and tries to prevent risk that may occur.

    The Company realizes the significance of risk and obstructions affecting the business and strives for the success of the Company.

  3. The Board of Directors' Meeting
    The Board of Directors usually schedules meetings on a quarterly basis. The Chairman and the Group of the Executive will set agendas for the meeting. The Company Secretary is responsible for meeting appointments, preparing meeting agendas including the consideration of operations, preparing any documents submitted to the Board of Directors not less than 7 days prior to the meeting date and taking minutes of meeting. In the meeting, directors can express their opinions independently. In some occasions, the top executives are invited to attend the meeting to present their work assigned completely.

    In 2017, there were a total of 8 meetings and the number of the Board of Directors attended is as follow:
    No. Name Number of Meetings Attended/Number of Meeting
    1. Mr. Yothin Boondicharern 8 / 8
    2. Assoc. Prof. Prapanpong Vejjajiva 8 / 8
    3. Mr. Nipon Wisityuthasart 8 / 8
    4. Mr. Banphot Hongtong 8 / 8
    5. Mrs. Jitmanee Suwannapool 6 / 8
    6. Mr. Jarern Jirawisan 7 / 7
    7. Ms. Nopporn Tirawattanagool 7 / 8
    8. Mr. Jatesiri Boondicharern -
    9. Ms. Romani Boondicharern 7 / 8
    Remark  Mr.Jatesiri Boondicharern was appointed by the Board of Directors for the assignment abroad in concern of the Design Work with the foreign consulting

    As for the Audit Committee’s meeting, there is an Audit Committee Charter indicating that the meeting will be held at least 4 times a year. In 2017, there were a total of 7 meetings and the number of Audit Committee attended is as follow:
    No. Name Number of Meeting Attended /Number of Meeting
    1. Mr. Nipon Wisityuthasart 7 / 7
    2. Mr. Banphot Hongtong 7 / 7
    3. Mrs. Jitmanee Suwannapool 7 / 7

    As for the Nomination and Remuneration Committee’s meeting, there is a rule from the Committee indicating that the meeting will be held at least 2 times a year or as necessary and appropriately. In 2017, there were 2 meetings and the number of Nomination and Remuneration Committee attended is as follow:

    No. Name Number of Meeting Attended /Number of Meeting
    1. Mr. Nipon Wisityuthasart 2 / 2
    2. Assoc. Prof. Prapanpong Vejjajiva 2 / 2
    3. Mr. Banphot Hongtong 2 / 2

    For the Executive Committee’s meeting, in 2017, there were 14 meetings and the number of Executive Committee attended is as follow:

    No. Name Number of Meeting Attended /Number of Meeting
    1. Mr. Yothin Boondicharern 14 / 14
    2. Assoc. Prof. Prapanpong Vejjajiva 14 / 14
    3. Mr. Jatesiri Boondicharern 6 / 14
    4. Ms. Romani Boondicharern 13 / 14
    5. Mr. Jatemongkol Boondicharern 13 / 14
  4. Remuneration
    The Board of Directors oversee the practices and rules relating to remuneration policies and schemes which are equitable and reasonable based on the consideration of comparable experiences, duty, the scope of actions, and the responsibility that is equivalent to other companies in the similar industry. The task includes:
    1. Considering and reviewing the remuneration scheme for directors and sub-committee members and submitting it to the shareholder’s meeting for approval, and 2. Considering and reviewing the remuneration scheme for top executives and submitting it to the Board of Directors for approval. of Directors for approval.
  5. Development of Directors and Executives
    The Company is aware of the importance of the Board of Directors looking after shareholders’ rights in a corrective and fair manner to gain the confidence of the people concerned and also for the Company’s long-term growth. Therefore, the Company has nominated persons with knowledge and competency as well as experiences to perform the duties of the members of the Board of Directors and the Management team.

    The Company encouraged Directors, executives, and staff to attend seminars and workshops to help them better serve and contribute the Company.

    The following board members and executive officers went through training/seminar programs organized by the Thai Institute of Directors Association (IOD) and other institutions:
    Directors and Executive Topics / Curriculum / Seminars
    Assoc. Prof. Prapanpong  Vejjajiva
    Director, Vice Chairman,
    Nomination and Remuneration Committee    		 - Director Accreditation Program (DAP)
    - The Role of Chairman Program (RCP)
    - Audit Committee Program (ACP)
    - The Role of Compensation Committee (RCC)   
    Mr. Nipon Wisityuthasart
    Independent Director, Audit Committee Member and Chairman of Nomination and Remuneration Committee    		 - Director Accreditation Program (DAP)
    - Certificate for Executive Thammasart Leadership Program (NMT.2)
    - Executive Program for Metropolitan Development (Mahanakorn 3) Navamindradhiraj University
    - Corporate Governance for Capital Market Intermediaries Thai Institute of Directors , Securities and Exchange Commission
    Mrs. Jitmanee Suwannapool
    Independent Director and Audit Committee Member    		 - Director Certification Program (DCP)
    Mr.  Jarern  Jirawisan
    Director    		 - Director Accreditation Program (DAP)
    Ms. Nopporn Tirawattanagool
    Director    		 - Director Accreditation Program (DAP)
    - Role of the Compensation Committee (RCC)
    - Audit Committee Program (ACP)
    - Director Certification Program (DCP)
    - Financial Institutions Governance Program (FGP)
    - Anti-Corruption for Executive Program (ACEP)
    - Risk Management Program for Corporate Leaders (RCL)
    Ms. Romani Boondicharern
    Director, Deputy Managing Director of Accounting and Finance Group     		- Director Accreditation Program (DAP)
    - Director Certification Program (DCP)
    - Executive Development Program (EDP)
    - Young Entrepreneur Program (YEP)
    - Executive Program for Metropolitan Development (Mahanakorn 3) Navamindradhiraj University
    - Deference 2014 : How to Harness Business Creative (ABC)
    Mr. Jatemongkol  Boondicharern
    Senior Assistant Managing Director CEO Office

    		- Director Certification Program (DCP)
    - Advanced Audit Committee Program (AACP)

    Mr. Surakit  Thantananont
    Senior Assistant Managing Director of Finance and Accounting Department

    		 - Director Accreditation Program (DAP)
    - Director Certification Program (DCP)

    Mr. Sataporn  Asawai

    Senior Assistant Managing Director  CEO Office    		 - Director Certification Program (DCP)