The Board of Directors set a policy that any Director who is doing any business that may affect to the Company’s benefit must inform the Board as soon as possible. Transparent Selection of Directors Details of the consideration and selection of Directors were mentioned in the sub-topic of ‘Selection of Directors’ under the topic of ‘Shareholding Structure and Management’ in this Report. Director who has never been in the office before will receive an introductory lecture on the nature of Company’s business, together with a handbook of role, duties and responsibility of the Director, as well as a factory visit. In 2012 there was no new Director. Effectiveness in Performing Director’s duty In the Board Meeting held on monthly basis (in 2012 there were 12 meetings), the Board of Directors assigned the Executives to report the operating result for information on monthly basis. Each Director had freedom to inquire, make suggestion and receive the additional information on the forecast of the industrial situation in order to jointly formulating the policy together with setting up the appropriate target of the operation. In each meeting, there was no determined adjourned time; last year average meeting time was 1-2 hours. Company Secretary acted as Secretary to the Board of Directors as well as being a person who recorded the Minutes of the Meeting, which will be certified by the Chairman and will be kept as data for related persons at the Company’s office. In 2012 the Audit Committee held total 5 meetings (including 1 meeting with the Independent Auditor and without the participation of the Executives). In each meeting there were important matters to be considered such as approval of the plans and acknowledgement of the result of the internal audit and internal control, consideration of the related party transactions and potential conflict of interest transactions, consideration of the correctness and completeness of the Financial Report, acknowledgement of the result of the operation and compliance with rules and related laws and selection of the Independent Auditor for the year. Summary report of the Audit Committee’s Meeting was submitted to the coming Board of Directors’ Meeting for acknowledgement. In 2011, the Board of Directors approved the “Company Ethics” and distributed it for every employee notification. The Company Ethics comprises of 3 agenda; • Business Practices • Directors’ Practices • Employee’s Practices
Annual Report 2012 Bangsaphan Barmill PLC.
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