salaried advisor, or hold shares more than 1% of total number of voting shares of other company who conducts business of the same nature which competes significantly with the Company or subsidiaries. (i)
The person does not have any other characteristics that prohibit him from freely expressing opinions regarding the Company’s operations.
Independent directors may be assigned by the Board of Directors to make decisions regarding the operations of the Company, parent company, subsidiaries, associate companies, or other subsidiaries of the same (or equal) status, major shareholders, or a controlling person of the Company, whereby the assigned decision is undertaken as a collective decision. All five independent directors of the Company have fully met the specified qualifications and criteria, and have carried out their responsibilities appropriately throughout their term of office. However, three of the independent directors have been in office for more than 9 consecutive years, which is not consistent with the Guideline of Corporate Governance of Thai Listed Companies as prescribed by the Thai Institute of Directors Association. The Board of Directors has deemed, however, that this does not affect their performances or ability to express independent opinions. Moreover, all independent directors possess extensive knowledge of the Company’s businesses, and have devoted their time, abilities and experiences in finance, accountancy and banking accordingly for the overall interests of the Company. They have good relationships with the Company’s businesses and organization, which results in maximum benefits being achieved for the Company and all of its stakeholders. They have also carried out their duties with all due care, loyalty and full transparency, without any possible conflict of interests. For these reasons, during the Annual General Meeting of Shareholders No.35 (for the year 2016), the Board of Directors proposed to the meeting to re-appoint 2 independent directors (ie: Mr. Viroj Lowhaphandu and Mr. Enghug Nontikarn) for another term. The meeting then approved the re-appointment as proposed by the Board of Directors.
9.3.2 Nomination of Executives The Company’s executives have the duty to nominate, to the Nomination and Remuneration Committee, persons possessing the appropriate qualifications suitable for the Company’s businesses for consideration to be appointed as the Company’s executives. The Nomination and Remuneration Committee will then report any such appointments to the Board of Directors for their acknowledgement. However, in nominating and appointing suitable executives, the Company does not only consider external candidates but also gives the opportunity to existing senior-level personnel to advance their career in becoming future executives of the Company. The qualified internal candidates are recruited through a selection process that takes into consideration their outstanding performances and acceptance by their superiors and work colleagues. They are assessed individually in regards to key career aspects. The Company can then plan training and development programs to enhance their specifically required knowledge and leadership skills, together with assigning them to new challenging responsibilities. This process is aimed at effectively preparing those qualified Company personnels for future promotions to executive roles, in the event an executive position becomes vacant or if additional executive positions are needed as a result of ongoing business expansion or changes in the Company’s organization structure. The Company’s Board of Directors approved policies and guidelines relating to ‘Succession Plan’ for executive positions, including the President, to be used by the executives in preparing suitably qualified senior-level personnels who possess the required knowledge, capabilities and experiences, to best meet the Company’s long term organization development and associated human resources requirements. The criteria shall cover the followings : 1. Determining senior executive position needs to be in accordance with the policies and operating guidelines; 2. Determining the required and relevant qualifications, knowledge and capabilities as well as experiences for each executive position; whereby consideration of both qualified candidates from both within and outside the organization should be made;
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Annual Report 2016
Srithai Superware Public Company Limited