นายวิชิต แย้มบุญเรือง
Dr.Vichit Yamboonruang
Chairman of the Board of Directors
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นายวิบูลย์ แสงวิทยานนท์
Mr.Wiboon Sangwithayanon
Director / Chief Executive Officer
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นางสาวเรวดี หวานชิด
Miss Rewadee Whanchid
Director / Executive Director
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นายวิเชียร ตั้งอุทัยศักดิ์
Mr.Vichien Tangudtaisuk
Director
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นายบุรินทร์ คุณาธิปพงษ์
Mr.Burin Kunatippapong
Director
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นายภักดี มานะหิรัญเวท
Asst.Prof.Dr. Pakdee Manaves
Independent Director
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2
Miss Pranee Rattakam
Independent Director / Chairman of the Audit Committee
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นายธีระ เพชรมาลัยกุล
Mr.Theera Phetmalaigul
Independent Director / Audit Committee
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นายธัชพงศ์ ธรรมพุฒิพงศ์
Mr.Tatchapong Thamputthipong
Independent Director / Audit Committee
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   Charter of the Board of Directors

Board of Directors as a representative of shareholders who is responsible for supervise the management of Company to comply with law, objectives and articles of association by determining vision, mission, strategies to create value for business including a return on investment under the expertise and ethics in business for maximize benefits of all stakeholders. Therefore the board deems appropriate to determine Charter of Board of Directors as follows.

1. Board of Directors consists of Chairman and Directors with the appropriate number on the size of the Company and operational efficiency. By the number of independent directors not less than one third of the total membership and require a significant amount of not less than five persons.
2. Appointment of Director shall be in accordance articles of association and the requirements of relevant legislation. It must be transparent and clearly by the consideration will required educational and professional background of the candidates with sufficient detail for the sake of decision of Board of Directors and shareholders.
Board of Directors

1. Director must be a person who has knowledge, ability, honesty and ethics in business operations.
2. Qualified and not be prohibited under the law of public companies and other related laws. Including no characteristics that represents lack of appropriate to get fiduciary to manage business that has public are shareholders according to the notification of Securities and Exchange Commission.
3. Independent directors must qualify on independence according to the announcement of the Stock Exchange of Thailand about qualification and scope of work of Audit Committee and must be able to take care of interests of all shareholders equally and no conflicts of interest.

Independent Directors

1. Shareholding does not exceed one percent of total shares with voting rights of the Company, parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest which includes the related party’s shareholding of such independent directors.
2. Never or ever was a director who participate in administration, employees, staff, consultants who receive a regular salary or the controlling person of the Company, parent companies, subsidiaries, affiliates or the same level subsidiary or juristic person that may have conflict of interest unless they are clear from the foregoing relationship not less than two years before apply for permission to the SEC.
3. They are not persons who have blood ties or by legal registration in manner that is father, mother, spouse, sibling and child, including spouse of a child of the executives, major shareholders, control authority or persons who will be nominated as executive or controlling person of the Company or its subsidiaries.
4. Never or ever had business relationship with the company, parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest in a way that may obstruct their independent judgment. Including never or ever was major shareholder, director who was not independent director or executive of the business relationship of the company, parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest unless they are clear from the foregoing relationship not less than two years before they was appointed as an independent director.
5. Never or ever was the auditor of company, parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest and never was major shareholder, director who was not independent director, executive or managing partner of audit firm which has an auditor belong to the parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest unless they are clear from the foregoing relationship not less than two years before they was appointed as an independent director.
6. Never or ever was any professional service provider which includes serving as legal advisor or financial advisor who receives service fees more than two million baht per year from the company, parent companies, subsidiaries, affiliates or juristic person that may have conflict of interest. In the case that professional service provider is juristic person, provided include major shareholder, director who was not independent director, executive  or managing partner of such professional service provider unless they are clear from the foregoing relationship not less than two years before they was appointed as an independent director.
7. Not a director who has been appointed as a representative of Board of Directors, major shareholders or shareholders who are related to the Company’s major shareholders.
8. Do not operate the same nature business and compete with the Company or its subsidiaries or not a partners in partnership or directors who participate in management, employee, staff, consultant who receive regular salary or holding more than one percent of the shares with voting rights of other company that operate the same nature business and compete with the Company or its subsidiaries.
9. No other characteristics that make they can not to give an opinion independently on the company’s operation.

If the Securities and Exchange Commission announced changes to qualifications of independent directors, independent directors of the company must qualify as change announced in all respects.

Duties and responsibilities of directors according to defined in the Articles of Association by acting as follows.

1. The authority in accordance with Public Limited Companies Act BE 2535 and any other laws that defined as duties of director or Board of Directors of public companies.
2. Perform their duties with responsibility, careful and honesty including they must comply with the law, objectives and articles of association that defined as well as compliance with resolutions of the shareholders’ meeting.
3. Determine the main business policy, Monetary Policy, Funding policy, Capital Management and Risk management policy for the company implementation
4. Authorized to determine and change the name of directors who have authorized signatory of the company.
5. Corporate governance to meet or exceed the target set and determine a solution if there are obstacles in achieving that target.
6. Provide the general information reporting and financial statements to its shareholders and general stakeholders correctly, completely, transparency and in accordance with the law.
7. Acknowledge the important audit report and determine measures to improve if it finds significant deficiencies.
1. Responsible for determines agenda, lead and control Board of Directors’ meeting to run smoothly.
2. Create a reasonable relationship with the CEO and Company Secretary.
3. Encourages all directors to participate in the meeting and can show fully potential.
4. Create clarity on the scope of duties and responsibilities between Board of directors and the executives.
5. Determines framework and monitor the corporate governance policy.
6. Be a representative and build a reputation to organization.
7. Be the shareholders’ representative to serve as a leader in the annual general meeting.
8. Participate in building process of strategy plan that effective in practice.
9. Responsibility to seek qualified directors to join as member of the Board and directors development.
10. Supervise the Board of Directors along with evaluation of performance, communicate for transmit the expectation to the Board of directors.
11. Create succession planning process and the evaluation of performance of Chief Executive Officer.
1. Directors must retire from office as one in three of all members in every Annual General Meeting. If the number of Directors cannot divide into three parts, directors shall retire nearest to one in three of all members. Directors who retired by rotation may be re-elected.
2. In cases where the position of director is vacant because of other reasons except expiration of the term and the remaining term not less than 2 months. The Board of Directors have to elect directors to replace the vacancies on the Board of Directors at the next meeting. The persons who are elected as such directors will remain in office only for the remaining term of directors they replace.
3. Directors must retire from office when;

  • The expiration of the term.
  • Resignation
  • Died
  • Disqualified or prohibited characteristics under the law or the Articles of Association. A manner that reflects the lack of suitable to get trust to manage business that the public is shareholder according to the Securities and Exchange Commission’s notification.
  • The meeting of shareholders voted to out of position.
  • The court ordered to out of position.
4. Directors who resigned before the expiration of term, have to submit a letter of resignation to the company. The resignation is effective from the date of letter of resignation reach to the company and they can inform their resignation to the registrar according the law on public limited company.
1. The Board of Directors’ meeting must have directors attend at least half of all member so it is a quorum.
2. Scheduled to meeting at least 4 times per year and there may be meeting for more special agenda as necessary.
3. Chairman of the Board of Directors or Company Secretary responsible for determine agendas.
4. Notice of the meeting must be sent at least seven (7) days before the meeting. In the event of an emergency or to protect the rights and interests of the company, the Board of Directors’ meeting may be held by notify all directors by other means and can schedule date of meeting faster than it.
5. Meeting resolution of Board of Directors shall count a majority vote of directors who attending the meeting. A director has one vote in the voting. A Director who has interests in the matter, has no right to comment and vote on such matter. If the votes are equal, the chairman of the meeting shall have an additional casting vote, except the law has determined otherwise for the voting.

This Charter of Board of Directors approved by the Board of Directors’ meeting No. 8/2015 on August 11, 2015 and shall become enforcement on August 11, 2015 onwards.