Governance and Nomination Committee

The Governance and Nomination Committee is composed of three members. The Chairman of the Committee and one other member must be independent directors, while the third member may not be a member of the Company’s Management team.

Member Position
Mrs. Patareeya Benjapolchai Chairman of the Committee
Prof. Samrieng Mekkriengkrai Member
Mr. Philip Chen Chong Tan Member

Committee Members resigned in 2012: Mr. Paron Israsena.

On 22 March, 2012, Mr. Paron Israsena resigned as the Chairman of the Governance and Nomination Committee in keeping with Good Corporate Governance guidelines which state that the Chairman of the Company’s Board of Directors should not hold any position on Company sub-committees. The Board of Directors appointed Mrs. Charintorn Vongspootorn as the Chairman of the Committee to replace Mr. Paron Israsena, and the Board also appointed Associate Professor Samrieng Mekkriengkrai, an independent director, as a member of the Governance and Nomination Committee.

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The Committee’s scope of work and responsibilities are:

  • Lay down policy on compliance with good corporate governance, review annually the Company’s Corporate Governance Policy and recommend any amendments or revisions for the consideration of the Board of Directors
  • Prescribe the criteria and policy on the nomination of members of the Board of Directors and of the Board’s committees;
  • Consider the nomination of directors from qualified candidates and recommend to the Board of Directors or the Shareholders, as the case may be;
  • Nominate qualified persons for the post of Executive Chairman in the case of vacancy and consider the criteria for succession with regard to high level executive positions and submits to the Board of Directors for appointment;
  • Nominate qualified persons to the posts of members and chairmen of the Board’s committees for the Board’s consideration;
  • Nominate qualified persons to be appointed as directors of the subsidiaries, affiliates and joint ventures;
  • Carry out the annual evaluation of the performance of the Board of Directors, the Board’s committees (including its own performance) and of each member of the Board of Directors, review the result of the evaluation of each of the Board’s committees and report to the Board of Directors;
  • Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations;
  • Review and assess the adequacy of the charter of the Governance and Nomination Committee and recommend to the Board of Directors if any change or amendment is needed;
  • Report the performance of important tasks to the Board of Directors on a regular basis and important issues for the Board of Directors’ knowledge;
  • Carry out any other duties assigned by the Board of Directors