powers, large investment projects, related party transactions, acquisitions or disposals of assets of the listed company as covered by the regulations of the Stock Exchange of Thailand, and any other matters stipulated by law. 7. To ensure that the Company’s business dealings are carried out in an ethical manner. 8. The Board of Directors may delegate its powers and duties to one of more Directors or to other individual(s) as it sees fit, authorizing such person or persons to act on its behalf with whatever powers and duties it may chose to assign. 9. The Board of Directors has the power to appoint and to change authorised signatories empowered legally to bind the Company on its behalf. 10. To consider the payment of interim dividends to shareholders. 11. To establish the Company’s policies and working guidelines and to monitor administrative departments’ efficient and effective implementation of such policies with a view to maximizing growth and economic value for shareholders. 12. To give advice to the Managing Director on administration and on decisions likely to have important consequences for the Company. 13. To avoid conflicts of interest amongst Company stakeholders. The scope of the powers and duties mentioned shall not extend to: 1. Matters subject by law to a resolution of a shareholders’ meeting, such as capital decrease or increase or amendments to the Company’s Memorandum or Articles of Association. 2. The authorisation of any related party transaction or acquisition or disposal of listed Company’s assets, which require approval by a meeting of shareholders in accordance with the regulations of the Stock Exchange of Thailand. 3. The authorisation of any transaction in which a Director is an interested party or has a conflict of interest, which requires approval by a meeting of shareholders. 2) Powers and duties of the Audit Committee 1. To ensure that the Company’s financial reporting is accurate and adequate. 2. To ensure that the Company’s internal control and internal audit systems are appropriate and effective, to consider the independence of the Internal Audit department and to give its opinion on the appointment, transfer or dismissal of the Head of the Internal Audit Department or such other department as has responsibility for internal audit. 3. To ensure that the Company operates in accordance with the law relating to securities and the stock exchange and with regulations of the Stock Exchange and laws relating to the Company’s business. 4. To consider the selection and nomination of independent individuals to perform duties as the Company’s auditors, and to propose their remuneration; to attend meetings with the auditors, without management departments being present, at least once a year. 5. To consider related party transactions and transactions likely to give rise to a conflict of interest so as to ensure that they are conducted in accordance with the law and with regulations of the Stock Exchange of Thailand so as to provide confidence that such transactions are fitting and proper and in the Company’s best interests. 6. To deliver a report on the Audit Committee’s activities for publication in the Company’s Annual Report, such report to be signed by the Chairman of the Audit Committee and must contain at least the following information: Annual Report 2011
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Thai Rung Union Car Public Company Limited