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Board of Directors

 

 

 

 

 

 

Scope of Authority and Duty of the Board of Directors

  1. To manage the company honestly in accordance with laws, objectives, obligations and resolutions of Shareholder Meeting and to take precautions in order to protect the company benefits.
  2. To authorize an appointment a set of directors as Executive Committee to execute one or several tasks in order to implement the work assigned by the Board of Directors as well as to authorize an appointment the Chairman of Executive Committee together with other committee such as    Audit Committee, Nomination and Remuneration Committee as deemed appropriate.
  3. To set objective, procedure, policy, plan, and company budget and monitor the management of the Board of Executive Committee or the assigned person to follow with the policy set forth.
  4. To consider and review the approved policy, direction, strategy, business plan, and annual budget, investment on big project proposed by the Board of Executive Committee.
  5. To continuously follow up on the operation as plan and budget set forth.
  6. To consider and approve other activities concerning the company and have it done to benefit the company.

Except  for the following tasks which can be implemented only under the resolutions from Shareholder  Meeting and under the stipulation that any director or person who might be involved with either conflicts of interests or any other beneficial conflicts with the company or subsidiary company shall not be granted the right to vote in that matter.

  1. Matters stipulated by Laws must be obtained the resolutions from Shareholder Meeting.
  2. Transactions that any directors are involved with either conflict of interest or any other beneficial conflicts particularly stated by Laws or Stock Exchange Specifications must be obtained the resolutions from Shareholder Meeting.

The execution of the following matters must be approved by the Committee Meeting and the Shareholder Meeting with the votes not less than 3 over 4 of total votes of the eligible shareholders present in the meeting.

  1. To sale or transfer all or important part of the company business.
  2. To purchase or acquire of other company or private company.
  3. To make, to amend or to abolish the contract to rent all or some important part of company business. The appointment of other person who will manage company business or the merging with other person in order to share profit and loss.
  4. To amend the Memorandum of Associations or Objectives.
  5. To increase or decrease capital, to issue debenture, to merge or to terminate the business.

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