Page 156 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

(3)
Mr. Patompob Suwansiri was appointed as Director in replacement of Mr. Anant Kaewruamvongs, effective 1 January 2022,
according to the resolution of the Board of Directors Meeting No. 17/2021 held on 13 December 2021.

Authorized Directors of the Company
As of 31 December 2022, the directors who are authorized to sign on behalf of the Company are either Mr. Boonchai
Thirati or Mr. Suporn Luckmunkong or co-signs with either Mr. Patompob Suwansiri or Mr. Kim Siritaweechai,
together with the Company s seal affixed.
7.2.3 Roles, Duties and Responsibilities of Board of Directors

1. The Board governs the operations of the Company in accordance with the provisions of the law, the Company’s
objectives and articles of association, resolutions of the shareholders, meetings, and Corporate Governance
Policy. In governing the Company, the directors must exercise their business judgment and act in a way that
they reasonably believe to be in the best interests of the Company, consistent with their statutory duties.
2. The Board has delegated specific authority to various sub-committees, the Chief Executive Officer, and other
members of the management team, as defined in each sub-committee charter and the Company’s Approval
Authority and Designation of Authorized Signatory. However, the Board has reserved some significant matters
for its consideration and approval.

3. The Board shall set the right tone from the top, and all the directors should lead by example and ensure that
good standards of behavior permeate all levels of the organization.

4. The Board of Directors has the following duties and responsibilities:

(1) Provide leadership and set strategic objectives for the Company that promote sustainable value creation,
responsible business, and good corporate citizenship.

(2) Review and approve the Company’s vision and mission statements, organizational culture, core values,
and ethical standards.

(3) Review and approve the Company’s strategies, business plan, budget and Key Performance Indicators
(KPIs), and monitor the implementation of the approved strategies, along with the performance against
the business plan, budget, and KPIs.

(4) Consider and approve major transactions related to the business operations of the Company and
subsidiaries, such as new business investments, project investments, levels of authority, asset acquisition
and disposal, major capital expenditure, and other issues as required by law
(5) Approve and/or agree to all connected transactions or acquisition or disposition of asset transactions of
the Company and its subsidiaries in compliance with the relevant notifications, regulations, and guidelines
of the Stock Exchange of Thailand.

(6) Appoint the Chief Executive Officer and the other senior executives, assess their performances, determine
appropriate remunerations, and replace them if necessary.
(7) Approve the Company’s Remuneration Policy and Framework.

(8) Oversee the Company’s process for making timely and balanced disclosure of all material information.

Part 2 page 32