Btnc 12

Page 161

197

(6) Not serving or having served as a professional service provider including a legal or financial consultant who is or has been paid over Two Million Baht per year in service fee by the company, the parent company, the subsidiaries, the associates, the major shareholders or a control person of the company. Not a significant shareholder, a party with the capacity to control or a partner of the said professional service provider, with the exception of the case where the individual has retired from such a position for a minimum of two years prior to the date of appointment as an independent director. (7) Must not be a director appointed to represent a director of the company, a major shareholder or a shareholder who is related to a major shareholder. (8) Not engaged in a business which is of the same nature as, or in competition with, that of the company or the subsidiaries. Not a significant partner of a partnership or a director with involvement in the administration, nor an employee, a staff member, a consultant with a regular salary, nor a shareholder with more than one percent of all shares with voting rights of another company which is engaged in a business of the same nature as, or in competition with, that of the company or the subsidiaries. (9) Not of any other quality which affects the ability to freely opine on the operation of the company. After having been appointed as an independent director following the qualifications specified under items(1) through (9) above, the independent director may be assigned by the Board of Directors to make decisions on the operation of the company, the parent company, the associates, the major shareholders or the control persons of the company in the manner of a collective decision. 7. Combination or separation of positions The Chairman of Board of Directors, the Chairman of Executive Board and the President cannot be the same person. They serve different functions and are independent from one another to create a balance of authority. The Chairman of the Board of Directors has no relationship with the management. He is independent, leads the policy, oversees the operation of the management and conducts Board of Directors and shareholder meetings to ensure efficiency. Directors are given the opportunity to opine freely at Board of Directors meetings. The same is true for shareholders at the shareholder meetings. On the other hand, the Chairman of the Executive Board leads the operation and prepares operational plans which are consistent with the established policies while the President supervises the management to ensure compliance with the operational plans and the policies. Further, the Board of Directors Charter, the Executive Charter, and, the President Authority and Responsibilities have all been clearly written. The authority is clearly compartmentalized for managerial transparency. 8. Company Secretary We have a Company Secretary Office with Ms. Sunee Thipudomlukas the Company Secretary performing duties as required by the laws and as assigned by the Board of Directors. Additionally, the company secretary has the duties to provide preliminary advice to directors and executives on laws regulations and articles of association of the company, to liaise between the directors and the management, and, to ensure proper compliance with all relevant laws and regulations. Subcommittees The Board of Directors has appointed several subcommittees with members who meet appropriate qualifications in order to help oversee different operational areas of the company and to assure the shareholders of the


Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.