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The Board of Executive Committee

 The Board of Executive Committee is comprised of 4 people as name follows:

            Name-Surname

     Position

  1. Mr. Aree Poomsanoh

Chairman of Executive Committee

  1. Mr. Taweesak Wangkorkiat

Executive Committee 

  1. Mr. Theera Poomsanoh

Executive Committee

  1. Mrs.Chankapaw Dissakul

Executive Committee

Scope of Authority and Duty of the Board of Executive Committee

  1. To manage the company honestly in accordance with laws, objectives, obligations, resolutions of Shareholder Meeting and resolutions of the Board of Directors Meeting and to take precaution to protect the company benefits.
  2. To determine organization structure, authorization lines and to ensure its coverage of details in terms of selection, training, employment, reshuffle and dismissal of company personnel.
  3. To plan and to determine the business plan, business strategies and annual budget and then to propose to the Board of Directors for approval. Also, to consider and to approve the allocation of annual budget, to amend, adjust, or increase annual expense budget in case of urgent needs and then to present to the Board of Directors accordingly.
  4. To audit and monitor the company business operation, policy, and administrative guidance in a manner that is compatible to business situation.
  5. To audit and to monitor in order to ensure that the company is operated in accordance with the approved business plans.
  6. To consider company large-scaled investment project and have it presented to the Board of Directors for approval.
  7. To authorize and to approve the following financial implementations.
    1. The Board of Executive Committee is entitled to approve unlimited financial amount in case that such implementation is stated in the business plan or annual budget.
    2. If not stated in documents mentioned in (1), the Board of Executive Committee is entitled to approve an amount not exceeding 150 million Baht. Such approval shall include the approval on the expense occurred from general operations. Investment on permanent property, loan, acquisition of credit including provision of guarantee, etc. and acknowledge the Board of Directors.
  8. To implement other tasks as periodically instructed by the Board of Directors.

                However, The Chairman of the Board of Executive Committee or the Board of Executive Committee are not entitled to approve any matters that might be a conflicts of interest to themselves or other party or matters that may cause any beneficial conflicts whatsoever with the company or subsidiary company.

 

The Audit Committee

 The Audit Committee is comprised of 3 people as name follows: 

  Name-Surname

       Position

  1. Pol.Gen.Dato’Prung Boonpadung

Independent Director and the Chairman of Audit committee

  1. Mr.Songphol Annanon

Independent Director and Audit Committee

  1. Mr.Nadith Rodphet

Independent Director and Audit Committee

The audit committee number 1 has adequate expertise and experience to review creditability of the financial reports.

Audit Committee Secretary: Ms.Wanphen Khaosuwan.

 

Independent Director / Audit Committee Qualification

                Audit committee consists of at least three independent committees who are on 2 year term of designation. The company has recruitment policy for audit committee who qualifications shall meet the followings;

 

  1. Holding not exceeding 1% shares of paid-up capital amount of the company and its affiliates, joint-ventures, or related companies (inclusive of a number of shares hold by those concerned persons)
  2. Neither participation in top management of the company and its affiliates, joint-ventures, related companies or major shareholders, nor being salary employee, staff or consultant of company and its affiliates, joint-ventures, related companies or major shareholders.
  3. Neither partaking in the interest nor beings stakeholder directly and indirectly in relation to finance and administration of the company and its affiliates, joint-ventures, related companies or major shareholders, and must not participate in such interest and stakes within two years prior to being appointed as audit committee, unless the Board of Director, under deliberate discretion, assumes that such conduct shall not affect the performance and independent comment by the audit committee.
  4. Not being a next of kin or relative of the executives or company’s major shareholders
  5. Not being appointed as fiduciary proxy for the directors, major shareholders, or shareholders who are associated with major shareholder.
  6. Independently perform duty and express the opinion or report the Performance assigned by the Directors, and not being subjected to the executives or major shareholders or shareholder’s relatives.
  7. Not be or have not been auditor of the company, sub-company, co-company and major shareholder.
  8. Not be or have not been any vocational service provider inclusive of consultant on law or financial which earn more than 2 MB per year.
  9. Not engage in the same type of business and being a significant competitor for the company/sub-company

 

Scope of Authority and Duty of the Board of Audit Committee 

  • To ensure that the company disclose its accurately and adequately Financial Statements to public by co-operating with the Auditor and Director who is in charge with preparing a financial report quarterly and annually. The Audit Committee may suggest the Auditor to examine or investigate any matters are considered necessary and important during the auditing period. 
  • To review the company’s internal control system and internal audit system to ensure that they are suitable and efficient , to attend a non- management meeting with an auditor  at least once a year , to determine  an internal  audit unit’s independence, as well as to approve  the appointment, transfer and  dismissal of the chief  of an internal audit unit or any other unit in charge of an internal audit ; 
  • To review the Company’s compliance with the law on securities and exchange , the Exchange’s regulation, and the laws relating  to the Company’s business; 
  • To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration by taking into consideration the creditability, personnel sufficiency, work volume of auditing firm as well as experience of the personnel to be appointed as company’s auditor.  
  • To review and ensure if the connected transactions or the transactions that may lead to conflicts of interests are in compliance with the laws and the Exchange’s regulations, reasonable and created highest benefit to the Company; 
  • To prepare, and to disclose an Audit Committee‘s Report in the Company’s Annual Report which must be signed by the Audit Committee’s Chairman. The Report must consist of :
    • an opinion on the accuracy, completeness and creditability of the Company’s  Financial  Report,
    • an opinion on the adequacy of the Company’s internal control system ,
    • an opinion on the suitability for an Auditor and reasons to believe that the company’s  Auditor is appropriate to be re-appointed for another term.
    • an opinion on the compliance with the law on Securities  and Exchange, the Exchange’s regulations, or the laws relating to the company’s business,
    • an opinion on the transactions  that may lead  to conflict  of interests,
    • the number of the Audit Committee  Meetings and the attendance of such meetings  by each  committee member,
    • an opinion or overview  comment was received by  the Audit Committee  from its performance  of duties  in accordance with the charter, and
    • other transactions which, according to the audit committee’s opinion, should  inform  to the shareholders and  general investors, subject to the scope of duties and responsibilities  assigned by the Company’s Board of Directors.
  • To conduct other tasks as instructed by the Board of Directors where as agreed by the Audit Committee, i.e. to make revisions on financial policies and risk management, make revisions on compliance with business ethics, make co-revisions with company directors on important    issues which need to be disclosed to public stated by laws, for instance, report and analysis of management team. 

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