นโยบายการกำกับดูแลกิจการ
Corporate Governance Policy
7.2 Sub - Committees.
7.2.1 Executive Board The Executive Board consist of Chief Executive Officer as the chairman and all the Executive Directors as the members of the Executive Board. The Executive Board shall perform its duties as assigned by the Board of Directors as follows - Approve payment or become guarantor for the payment for the company's normal business transactions within the limit of not more than 200 million Baht. - Appoint or remove officer of the company whose rank not higher than the Managing Director. - Prepare and establish the policy and strategic direction of the company for the approval of Board of Directors. - Establish the Organization Chart and the Management Structure of the company covering the selection, training, employment and termination of employees of the company. - Establish business plan and management authorities, approve the annual operating budget and manage the company business in accordance with the business plan and business strategy, and in compliance with the policy and strategic direction approved by Board of Directors. - Perform other duties assigned by Board of Directors.
154 Annual Report 2009
In case that any Executive Director or its related parties have any interest in any transaction or matter directly affect the company, the Executive Director must not participate in the decision making process on such issues. 7.2.2 Audit Committee The Audit Committee is appointed by the Board of Directors. The Audit Committee shall consist of at least 3 Independent Directors who shall meet the independent and financial literacy requirements for serving on Audit Committee. At leaser one members of the committee shall have accounting or related financial management expertise as set forth in the applicable rules of the Stock Exchange of Thailand. The Audit Committee shall prepare a Charter of the Audit Committee to be approved by the Board of Directors for use as the operating guidelines and should cover the followings - Review the financial reports (quarterly financial report and annual audited financial report) to oversee that the reports are sufficient and correct before forwarding them to the Board of Directors for consideration. - Review and oversee that the internal control system and the internal audit system are adequate, appropriate and efficient.