THCOM 4.98 THB
+0.02 (+0.40%)

CORPORATE GOVERNANCE

SUB-COMMITTEE

The Audit Committee consists of at least 3 directors, all of which must be independent directors who all meet the criteria set out by the Securities and Exchange Commission or the Stock Exchange of Thailand.

MemberPosition
Mrs. Patareeya BenjapolchaiChairman of the Audit Committee
Mrs. Charintorn VongspootornMember of Audit Committee
Prof. Samrieng MekkriengkraiMember of Audit Committee

 

Mrs. Patareeya Benjapolchai and Mrs. Charintorn Vongspootorn have the prerequisite knowledge and experience to review and audit the Company’s financial statements.

AUTHORITY, DUTIES AND RESPONSIBILITIES OF AUDIT COMMITTEE

The Committee has been given the following authority, duties and responsibilities:

1.1 Review the accuracy of the Company’s financial reports in accordance with financial reporting standards, and ensure there is adequate disclosure.

1.2 Oversight development of internal control over financial reporting to be accurate and reliable, and ensure that system for information security and confidentiality, maintaining information integrity and availability are in place including management of information that may impact securities price.

1.3  Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient.

1.4 Review the Company has in place preventive operation system and beneficial to the Company to enhance operating effectiveness and efficiency.

1.5 Evaluate the performance of internal audit department is according to internationally accepted approaches and standards. Determine and approve the internal audit plan. Determine the adequacy of resource and the independence of internal audit unit, as well as, approve the appointment, rotation, termination, performance appraisal and remuneration of the head of internal audit unit or any other department responsible for internal audit.

1.6 Review the Company’s compliance with the laws on securities and exchange, the regulations of the Stock Exchange of Thailand (the “SET”), the Securities and Exchange Commission (the “SEC”), and the laws and regulations related to Company’s business.

1.7 Review the efficiency and effectiveness of the information technology system relating to operations, financial reports and compliance with the Laws and regulations including recommendation to improve and makes system security up to date.

1.8 Consider, select, nominate and terminate an independent person to be the Company’s auditor, propose the auditor’s remuneration, and attend a non-management meeting with auditor at least once a year.

1.9 Review the auditor’s independence, and consider a policy on the engagement of audit firm to provide non-audit service to the Company.

1.10 Review all connected transaction or transactions that may lead to conflicts of interest in order to ensure that they are in compliance with related laws and the regulations of the SET, are reasonable and bring the highest benefit to the Company.

1.11 Review the acquisition and disposition transaction of asset that is significant in order to ensure that they are in compliance by laws and regulations of the SET and review the disclosure of information of the Company in case that there is a connected transaction or transaction that may lead to conflict of interest and acquisition and disposition transaction of asset so as to ensure the accurateness and completeness.

1.12 Review the anti-corruption policy and measures to ensure that the Company performs in accordance with prescribed legal and ethical obligations including review the accuracy of supporting documents and Self-Evaluation Tool for Countering Bribery form according to Thailand’s Private Sector Collective Action Coalition against Corruption that has been verified by internal audit department to provide assurance that there are appropriate anti-corruption systems being in line with the report made in the Self-Evaluation Tool.

1.13 Review the risk management system to ensure it is appropriate and effective, and include assessment results of internal controls system and risk management of subsidiaries and related companies into overall Company’s risk consideration.

1.14 Review that the Company has established the Whistle Blower process to serve as a channel for staff and stakeholders to lodge complaints regarding misconduct, fraud and irregularities of financial reporting, review the summary report of fraud and misconduct audit, and review the established internal preventive measures.

1.15 Prepare the Committee’s reports to be signed by the Chairman of the Committee and disclosed in the Company’s annual reports. These must contain the following information:

  • An opinion on the accuracy, completeness and reliability of the Company’s financial reports;
  • An opinion on the adequacy and review of the efficiency of the Company’s internal control and risk management systems;
  • An opinion on the compliance with the law on securities and exchange, the regulations of the SET and the laws relating to the Company’s business;
  • An opinion on the suitability of the external auditor;
  • An opinion on connected transactions or transactions that may lead to conflicts of interest and fraud;
  • An opinion on prevention of fraud and misconduct and report on review of fraud and misconduct audit result
  • The number of Committee meetings held and the member’s attendance;
  • Any comments or opinions received by the Committee regarding its performance in accordance with this charter;
  • Any other transaction which, according to the Committee’s opinion, should be known to shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board.

1.16 Report the Committee’s performance to the Board at least four (4) times a year.

1.17 Undertake an annual self-assessment program to evaluate the Committee’s scope of work and performance both individually and as an entire group.

1.18 If, during the performance of its duties, the Committee finds or suspects any of the following situations which may have a material impact on the Company’s financial condition or operation results, it must report these to the Board for rectification within a period of time the Committee deems appropriate:

  • A transaction which causes a conflict of interest;
  • Any act of fraud, irregularity, or material defect in an internal control system;
  • An infringement of the law on securities and exchange, the regulations of the SET, or any law relating to the Company’s business.

If the Board or management fails to rectify the situation within the period of time stipulated by the Committee, any member of the Committee may report this situation to the Office of the Securities & Exchange Commission or the SET.

1.19 Investigate any circumstances reported by the external auditor where a director, executive or other person responsible for the Company’s operations, is suspected of committing an offense under the specified laws. The committee shall report the results of the preliminary investigation to the office of the Securities and Exchange Commission and the external auditor within thirty (30) days from the date reported by the external auditor. The type of suspicious circumstances that must be reported and the procedures for obtaining information pertinent to these are listed in and must comply with notifications of the Capital Market Supervisory Board.

1.20 All members of the Committee should undergo continual training and enhance their knowledge of matters related to their duties.

1.21 Perform other tasks requested by the Board, which the Committee agrees to, with the authority delegated in the other policies announced of the Company.

 

The Compensation Committee shall consist of at least 3 members, of which more than one-half must be independent directors, and the Chairman of the Committee must be an independent director appointed by the Board of Directors. The term of the Compensation Committee is three years and members may be reappointed, but not exceeding three consecutive terms, unless the Board views that it is necessary to retain a person as member. The duties and authority of the Compensation Committee are included in the Compensation Committee Charter.

MemberPosition
Mrs. Charintorn VongspootornChairman of the Compensation Committee
Prof. Samrieng MekkriengkraiMember of the Compensation Committee
Mr. Anek Pana-ApichonMember of the Compensation Committee
ROLES, DUTIES AND RESPONSIBILITIES OF COMPENSATION COMMITTEE

The Compensation Committee performs its duties in accordance to the Compensation Committee Charter which is regularly reviewed by the Board of Directors. The Charter is presented below:

1.1 Fix appropriate remuneration, both monetary and non-monetary, in order to be an incentive for members of the Board, the Committee, and high level executives to remain with the Company;

1.2 Prescribe criteria and policy for determining the remuneration of the Board and executives for the Board’ or the shareholders’ consideration, as the case may be;

1.3 Consider and approve the annual remuneration of directors and submit its recommendation to the Board and for the shareholder meeting for approval;

1.4 Review the Company’s performance in order to determine the KPI bonus and merit-based increase in salary for executives (above 15th Grade) and propose to the Board for approval;

1.5 Review the special bonus adjustment requisition for executives (above 15th Grade) and propose to the Board for approval;

1.6 Consider and approve the EV Bonus Plan (Economic Value Bonus Plan) and prescribe criteria for implementation of the EV Bonus Plan, including consideration and the allocation of annual EV Bonus to the Company’s executives and submit its recommendations to the Board for approval;

1.7 Supervise the implementation of the EV Bonus Plan and to give final determination in case there are problems or controversies in the implementation of the EV Bonus Plan and report to the Board;

1.8 Consider and approve the evaluation of performance for determining the annual EV Bonus and salary increase for the Company’s CEO and submit its recommendation to the Board for approval;

1.9 Review the salary structure and remuneration package for executives (above 15th Grade) and propose to the Board for approval;

1.10 Consider and give consent for the early retirement program for executives (above 15th Grade) and propose to the Board;

1.11 Consider and give consent for employment and remuneration adjustment for executives (above 15th Grade) which includes hiring, personal grade adjustment, salary and remuneration package adjustment and propose to the Board for approval;

1.12 In the event there is a proposal to issue new shares (or stock option), to be made part of the director and employee remuneration package, the Compensation Committee should consider and propose guidelines so that will be attractive for directors and employees to work in the long-term interest of the Company’s shareholders, and to ensure that valuable employees will remain with the Company, while at the same time being just to the Company’s shareholders. Furthermore, if a member of the Board or an employees is to be awarded more than 5% of the total stock option to be issued, the Compensation Committee should review the appropriateness of such a decision and recommend the approval or disapproval of such a decision. Under no circumstances should one of the Committee’s members have a say or vote on the issuance of stock options if that particular Committee member stands to receive more than 5% of the total stock option to be issued;

1.13 The Compensation Committee is responsible to the Board of Directors and has a duty to provide reasons/answers relating to the remuneration of directors at the shareholder meeting;

1.14 Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations;

1.15 Review and assess the adequacy of the Charter of the Compensation Committee and recommend to the Board if any change or amendment is needed;

1.16 Report the performance of important tasks to the Board on a regular basis and important issues for the Board’ knowledge;

1.17 To report the Committee’s activities of previous year, in accordance with the Committee Charter, and to include such a report in the Company’s Annual Report and to answer shareholders’ questions at the Annual General Meeting. The Committee is also responsible for disclosing policies governing the directors’ remuneration in the Company’s Annual Report;

1.18 Annually review its performance;

1.19 The Committee has the authority to require the management, executives or concerned persons to give opinions, provide information, or participate in meetings;

1.20 Carry out any other duties assigned by the Board.

The Governance and Nomination Committee consists of at least 3 members and not less than 50 percent of the quorum is Independent Directors. The term of office is three years, with the possibility for a reappointment, but not exceeding three consecutive terms, unless the Board views that it is necessary to retain a person as member. The duties and authority of the Governance and Nomination Committee are presented in the Charter of the Governance and Nomination Committee.

MemberPosition
 Prof. Samrieng Mekkriengkrai Chairman of the Governance and Nomination Committee
 Mrs. Patareeya Benjapolchai Member of the Governance and Nomination Committee
 Mr. Kwek Buck Chye Member of the Governance and Nomination Committee

 

ROLES, DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE AND NOMINATION COMMITTEE

The Committee shall have the following authorities, duties and responsibilities:

Consideration and Selection

1.1 To establish the criteria and policy for Board membership including Board membership of subsidiaries.

1.2 To evaluate and propose candidates to the Board and shareholders for election as members of the Board as well as for re-election or removal.  The GNC may use professional or recruiter services and/or search from among the IOD chartered directors.

1.3 Consider qualified candidates to be Chairman of Executive Committee and Chief Executive Officer (CEO) in relevant vacant positions and present for the Board’s consideration and appointment.

1.4 Nominate qualified persons to be directors and chairmen of sub-committees for the Board’s consideration;

1.5 Nominate qualified persons to be appointed as directors of the subsidiaries, affiliates, and joint ventures for the Board’s consideration.

Corporate Governance

1.6 Set policy on compliance with good corporate governance, annually review the Company’s Corporate Governance Policy and recommend any amendments or revisions for the Board’s consideration.

1.7 Arrange an orientation for new directors and encourage all directors to attend seminars to develop their skills to increase capability to perform their duties efficiently.

1.8 Consider and specify the criteria of the succession plan for executive management (UC Level) that report directly to the Chief Executive Officer (CEO) and further propose to the Board for consideration and approval annually.

1.9 Carry out the annual evaluation of the performance of the Board, the Board’s committees (including its own performance) and of each member of the Board, review the results of the evaluation of each of the Board’s committees and report to the Board.

1.10 Carry out the annual evaluation of the Chief Executive Officer (CEO) and report results to the Board.

1.11 Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations.

1.12 Review and assess the adequacy of this charter and recommend to the Board if any change or amendment is needed.

1.13 Report the performance of important tasks to the Board on a regular basis and bring up important issues for the Board’s knowledge.

1.14 To perform such other duties and responsibilities enumerated in and consistent with this Charter.

The Company’s Executive Committee consists of at least 4 qualified and experienced members appointed by the Board of Directors. A member of the Committee shall vacate office upon death, resignation or being retired from office by a Board resolution. The Committee shall report its performance to the Board, and the duties and authority of the Executive Committee are presented in the Charter of the Executive Committee.

MemberPosition
 Mr. Anek Pana-apichon Chairman of the Executive Committee
 Mr. Kwek Buck Chye Executive Director
 Mr. Anant Kaewruamvongs Executive Director
 Mr. Paiboon Panuwattanawong Executive Director
ROLES, DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE COMMITTEE

The Executive Committee performs its duties in accordance with the Executive Committee Charter which is regularly reviewed by Board of Directors.  The Charter is presented below:

1.1 Formulate the Company’s goals, strategic direction, management structure, and annual business plan and budget for the Board of Directors’ approval; guide and control the Company’s business operations to ensure that they are in keeping with the overall vision, commitments, strategies and policies of the Company’s Board of Directors, related laws, regulations and Articles of Association of the Company;

1.2 Develop and manage the direction of the Company’s business operations to ensure the Company’s growth and development is in keeping with the vision, commitments, strategies, policies and decisions of the Board of Directors;

1.3 Supervise and monitor the operating results and financial standing of the Company and report the business performance, along with the remedial actions to be taken in case the business performance of the Company fails to meet the target, to the Board of Directors every month;

1.4 Identify and evaluate new business opportunities;

1.5 Review and make recommendations to the Board of Directors regarding the Company’s dividend policy;

1.6 Review and approve all transactions concerning investments and disposal of assets, human resources management, finance and treasury, general administration and any other transactions related to the Company’s business within the limits of authority granted by the Board of Directors;

1.7 Appoint Company management members to fill all necessary management areas within the Company per the Human Resources Authority Table, and screen potential candidates for appointment as UC-level management team members, the first appointment of which requires the approval of the Board of Directors;

1.8 Review matters that require the Board of Directors’ approval and make appropriate recommendations with the exception of activities that have been delegated to other Board sub-committees;

1.9 Consider and review the Company’s risk management and control system;

1.10 The Committee may delegate its authority to any member of the management or staff as it deems appropriate. However, such authority does not permit the Committee or appointed persons to approve any transaction between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Company’s Articles of Association and Notifications of the Securities Exchange Commission). The approval for transactions shall be in accordance with the policies and principles already determined by the Board and regulatory bodies;

1.11 Engage consultants or independent persons to provide opinions or advice if necessary;

1.12 The Committee may ask members of the management or other persons to attend its meetings or provide pertinent information as necessary;

1.13 Report to the Board of Directors on a monthly basis regarding the material actions taken by the Committee under the Chief Executive Committee Report agenda;

1.14 Annually review its own performance and assess the adequacy of the charter of the Executive Committee, which may be done in conjunction with the annual evaluation of the Board and its other committees, conducted under the oversight of the Governance and Nomination Committee;

1.15 Take any other action or assume any other powers and responsibilities that may from time to time be assigned or delegated to the Committee by the Board.