5. Leadership and Vision The Board participates in approving the company polices, managing direction and supervising the management to follow the company’s policies effectively in order to get the highest wealth to the shareholders as well. Furthermore, the company has deﬁned scope of duty and authority of the Board, the Executive Committee and the Audit Committee clearly.
6. Conﬂict of Interest The company set up the Audit Committee in order to consider about revelation of company information which some transactions may impact or cause a conﬂict of interest. The disclosed information must be accuracy and adequacy to prevent those conﬂicts among all stakeholders. The Board of Directors is aware of each incidence of a potential conﬂict of interest or related-party transaction and considers the appropriateness of each occurrence. The Company complies with the principles of the stock exchange whereby prices and conditions are negotiated strictly on an arm’s length basis. The details of each transaction, its value, the parties involved and the reason or necessity for the transaction are explained in the Annual Report and Form 56-1. In particular, directors, management and employees are not allowed to consider or cast their votes on matters in which they may have a potential conﬂict of interest.
7. Code of Conduct The company has the code of conduct to regulate the Board of Directors and employees to act in the way that prevent cause of the conﬂict of interest. The company adds more ethical notices about the code of conduct of the Board of management and employees to work honesty and justice.
8. Balanced Power of the Committee (Non-Executive Directors) The Board’s members consist of 6 persons who are:
3 member of Executive Directors
3 members of Independent Directors (1/2 of the Board’s members)
9. Combination and Separation of Authority The Chairman and the CEO of the company is the same person, however the Board of Directors which consists of 3 Independent Directors must approve all kinds of special business activities. Any decision to invest in each project also requires an approval from the Board of Directors, including decision to acquire some lands for future development.
10. Directors and Management Remuneration The company’s policy of remuneration for the committee is rather the same as in industrial business that is being paid in terms of a premium and meetings’ allowance only to none Executive Directors and shall be approved by the resolution of the shareholders’ meeting and paid in term of salary, bonus and provident fund but depend on the company’s proﬁts and an achievement of each person.
11. Board of Director’s Meeting The Board of Directors has regular meetings and special meetings (as needed) by ﬁxing the agendas and business monitoring agendas. The company will send out an invitation letter with meeting agendas and all related information document at least 7 days before meeting so that the committee members have enough time to prepare for the meeting. In year 2010, the Board held ninth meetings and all meeting details were recorded in the reports.
AREEYA AWARD WINNING ANNUAL CHIC REPORT 2010
Published on Oct 17, 2013