Duties and Responsibilities of the Board of Directors 1. Performs all duties using their knowledge, abilities and experience for the benefit of the Company in accordance with the law, the Company’s objectives and Articles of Association, shareholders’ resolution, with honesty, integrity and prudence in protecting the Company’s interests. 2. Sets the corporate vision and mission, approves strategies, policies, business plans and budgets, and supervises the management so they follow established policies effectively and efficiently to increase economic value of the Company and maximize shareholders’ wealth. 3. Clearly delineates and sets forth the duties, responsibilities and authority of the Board of Directors, smaller Committees and Management team in the Company’s Authorization and Procedure Manual. 4. Approves or agrees to significant transactions, such as new investments, acquiring or disposing assets, in accordance with SEC and SET rules and regulations, and the Company’s Authorization and Procedure Manual. 5. Provides advice or evaluate and approves every connected transaction and any transaction which may have potential conflicts of interest of the Company and subsidiaries, in compliance with SEC and SET rules and regulations, and Company’s Authorization and Procedure Manual. 6. Ensures that the Company has reliable accounting systems, financial reports and accounting audits. 7. Ensures that the Company has sufficient and effective internal controls and risk management systems, monitored by an internal audit department that collaborates with the Audit Committee on significant risks. 8. Is honest and loyal, possesses integrity and ethics in running the business; has a genuine interest in the Company, and is dedicated to running the business in the long-term. 9. Is always mindful of its responsibility to shareholders, by operating the business in the interest of shareholders and transparently disclosing accurate, complete information of a high standard to investors. 10.Is responsible for the management team’s performance and operations by ensuring that the team is dedicated and cautious in operating the business. 11.Prepares a report on the Board of Directors’ responsibility for financial reports, to be included in the annual report, and submitted together with the auditor’s report. The duties and responsibilities of the Board of Directors have been reviewed to be in line with the Good Corporate Governance Policy, and were effective on 18 February 2005. In addition, the Company sees the importance of a Good Corporate Governance Policy, and has enrolled four directors in requisite training programs by the by Thai Institute of Directors (IOD). Mr. Sumeth Damrongchaitham attended the Director Accreditation Program (DAP) in 2004, studied the “Role of Compensation Committee (RCC)” in 2007, and the “Company Secretary Program (CSP)” and the D&O Insurance: Mitigating Directors Liabilities Risk / Special Seminar in 2008. Mr. Dej Bulsuk completed the DAP training course in 2004, while Mr. Weerawong Chittmittrapap attended the Director Certification Program (DCP) in 2000. Mr. Kreingkarn Kanjanapokin passed the DAP in 2004 and enrolled in the Financial Statements for Directors course in 2007. 2) Audit Committee As at 31 December 2009, the Audit Committee comprises 4 reputable independent directors who possess qualifications as required by SEC and SET. The Director of the Internal Audit Department serves as Secretary to the Audit Committee. Details of the Audit Committee are as follows: Name
Title
1. Mr. Chai Nasylvanta \1-2
Chairman of the Audit Committee
2. Mr. Dej Bulsuk \1
Member of the Audit Committee
3. Mr. Weerawong Chittmittrapap
Member of the Audit Committee
4. Mr. Wanich Jarungidanan \1
Member of the Audit Committee
Mr. Wichai Santadanuwat
Secretary to the Audit Committee
Note: 1) At the Board of Directors Meeting no. 1/2009 held on 27 February 2009, resolutions were passed to appoint Mr. Chai Nasylvanta, Independent Director and member of the Audit Committee, as Chairman of the Audit Committee, and Mr. Dej Bulsuk will become a member of the Audit Committee, effective immediately. There was also another resolution to appoint Mr. Wanich Jarungidanan to the Audit Committee after he was nominated and appointed an Independent Director at the 2009 Annual General Meeting. 2) Mr. Chai Nasylvanta is a member of the Audit Committee who is qualified and sufficiently experienced in financial matters to conduct financial audits.
During the Board of Directors Meeting No. 1/2009 on 27 February 2009, the Board evaluated and approved changes in the qualifications of Independent Directors to match requirements stipulated by the SET and SEC. Duties and Responsibilities of the Audit Committee 1. Ensure the accuracy, completeness and reliability of financial statements, and that sufficient information is disclosed. 2. Ensure that the Company has sufficient, appropriate and effective internal controls, risk management, and internal audit systems. 3. Ensure that the Company appropriately and effectively abides by the Good Corporate Governance Policy and Code of Ethics. 4. Ensure that the Company abides by all relevant SEC and SET rules and regulations, and other regulations and laws related to the Company’s businesses. 5. Select and propose the Company’s auditors and determine their compensation.
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