5.8 The Chairman of the Board and the Managing Director
The Board of Directors shall designate a director as the Managing Director other than Chairman of the Board so that their roles, authorities and duties are clearly separated to ensure balance between management and corporate governance.
5.9 Terms of Directorship
The Directors shall serve a term of office of three years. Each year, one-third (1/3) of the directors shall retire. If the number of directors is not a multiple three parts, the number of directors nearest to one-third (1/3) shall retire.The directors retiring from their office in the first and second year after the registration shall be made by drawing lots. For subsequent years, the directors who have held office longest shall retire. The directors who vacate office is eligible for re-election by shareholders.
5.10 Board of Directors’ Meeting
The Board of Director shall set the meeting schedule of entire year in advance. The meeting is usually convened quarterly unless irregular meeting is needed. The chairman or designated director ensures that all directors receive all relevant documents prior to the meeting so that they have sufficient time to study all the issues before attending the meeting or casting their votes. The given documents must be clear, analytical and sufficient of recommendation.
5.11 The duties of the Board of Directors
1. To perform its duty in the most professional manner to comply with all laws, the company’s objectives, articles of association and shareholder’s resolutions as well as to preserve thecompany’s benefit and interests
2. To determine the company’s direction and control all business operations in accordance with the related government entities’ rules and regulations. To assure the disclosure of information to shareholders and related entities as well as perform transparency management to achieve spoptimal benefits to the company.
3. To ensure that business is operated efficiently and in compliance with all regulatory bodies such as the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
4. To ensure that the company has effective internal control systems and an internal audit unit that works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team or delegate control to other persons to manage the company under the Board of Directors’ supervision. The delegation must be accompanied by responsibilities and limitation of the control and must not be delegated to persons in circumstances that would lead to conflicts of interest with the company and its subsidiaries.
6. To have the intention to run the business continuously and conduct themselves with honesty, and integrity and to be interested in the business in which they hold the directorship.
7. To be consistently responsive to the shareholders and protect their interests as well as providing to them fair, complete and transparent disclosure.
8.Consider the approval of business plans, annual budgets and sales/acquisitions of the asset exceeding 50 MB, joint ventures in expanding its business and approval of any other loans besides the working capital loans, which are solely authorized by the Executive Board
Effective date: February 19, 2008.
