7. Consider and approve the related transactions and conflict of interest relating to the purchase or disposal of assets according to the regulation of the Stock Exchange of Thailand (SET) 8. Consider and approve the issues of contingent liabilities, commitments and guarantees of the Company and its subsidiaries 9. Consider any dispute and litigation of the Company and its subsidiaries 10. Consider and approve annual manpower plan, annual bonus payment and salary adjustment of the Company and its subsidiaries 11. Consider and approve the agreement on purchasing, hiring, servicing, renting, and leasing which is not included in the annual budget with exceeding value of Baht 5 million 12. Consider the purchase of the out-of budget items which value more than Baht 5 million, and the over budget expenses exceeding 10% of approved value 13. Consider on renting and leasing assets for a period over 3 years 14. Consider and approve on Quarterly Financial Statements, Annual Financial Statements, Annual filing Forms 56-1 and 56-2, etc. according to the regulation of the SET and the Securities and Exchange Commission (SEC) 15. Consider and determine the responsibilities and authorities of Audit Committee and other committees 16. Propose the appointment of external auditors and audit fees in the Shareholders’ Meeting in accordance with Audit Committee’s recommendation 17. Propose the director whose tenure will end and the new director in the Shareholders’ Meeting 18. Propose the meeting attendance remuneration, bonus for Board Members as well as dividend payment to shareholders 19. Consider and approve on any matters presented by Executive Committee including all matters required by law to present to the Board 20. The Board meeting shall be held minimum 6 times a year with at least 50% of attendants 21. Board of Directors may assign a director or any other persons to take action or have authority for the Board within an acceptable period of time, under the Board’s consideration. The Board may abrogate, change or revise the assigned person as appropriate, except for the acquisition and purchase of asset which shall follow the regulation of the Securities and Exchange Commission and the Stock Exchange of Thailand. However, the Board may authorize the Executive Committee to process other assignments within their scope of responsibilities. The authorization shall not involve with any personal issues, interests or other benefits relating to the Company or subsidiary companies, unless the issues reviewed and approved under the objectives and principles of the Board
Dusit Thani Public Company Limited
86