|1. Mr. Thanchart Kitpipit||President of Management Committee|
|2. Dr. Littee Kitpipit||Management Committee member|
|3. Mr. Chokdee Wongskeo||Management Committee member|
|4. Mr. Somkiat Weetrakul||Management Committee member|
|5. Miss Narissara Kitpipit||Management Committee member|
|6. Mr. Somchai Leechawengwongs||Management Committee member|
Duties and Responsibilities of the Management CommitteeThe Management Committee holds duties, authority and responsibilities as follows,
- Operate and manage the Company’s business to follow laws, objectives and regulations of the Company along to conclusions of the Company Committee’s and shareholders’ meetings.
- Determine Company’s mission, vision, policies, strategies, objectives, business plans and budget of the Company and subsidiaries annually to propose to the Company Committee for their opinions or approval. Duties include directing business management sectors to effectively and efficiently act according to the predetermined plan. Strategies and objectives shall tally with the Company’s situation.
- Appoint subcommittees and/or operations committee for operations or management of the Company and determining their authorities, duties and responsibilities along to monitoring their work progress and/or other operating committees that have been appointed to achieve the policies and objectives.
- Follow up business operational results to achieve the predetermined policies and objectives and effective and efficient processes.
- Consider the annual budget according to what the management sector had proposed before asking for consideration and approval of the Company Committee.
- Consider for approval of operations that are normal transactions of the Company along to operations that are business support which subsidize the normal transactions of the Company, which are general agreements of trade in a sum that does not exceed the predetermined budget that has been approved by the Company Committee or that the Company Committee had approved of the principles. This has to be within the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange Market about transactions and asset acquisition or distribution and Table of Authority as approved by the Company Committee.
- Consider business profit and losses, interim dividend payments or annual dividend for approval from the Company Committee.
- Consider the organization structure, organization management, appointment, employment, repositioning, end of employment, remuneration determination, compensation, executive level bonus, from the level of sector director upwards except for the managing director.
- Management Committee members may authorize one or more directors or other personnel carry out their duties as a representative within the control of the management committee or may authorize the person as the management committee deems appropriate, within the timeframe that the management committee sees appropriate. The management committee may cancel, cease or change any authorizations as considered suitable.
- Act upon any assignments that the Company Committee assigned from time to time. Still, duty assignments and responsibilities of the Management Committee must not be actions that make management directors or successors consider to approve any issues that himself or related persons have interests or any other conflicts of interests to the Company or subsidiaries (according to the definition of the Committee of assets and the Stock Exchange Market and/or the Committee of Capital Market direction and/or the Stock Exchange Market and/ or any declarations of related organizations) The issue must be presented to the meeting the Committee of the Company and/or the shareholders meeting (up to the case) for further approval except for transaction approvals which must agree to normal business and operations that are transactions supporting normal business of the Company which has general trade settlements following the declarations of the Committee of capital market direction and/or the Stock Exchange Market and/ or related organizations.
|1. Mr. Chamnarn Wangtal||President of the Audit Committee|
|2. Mr. Peerapong Achariyacheevin||Audit Committee|
|3. Mr. Vichien Usanachote||Audit Committee|
|4. Mrs. Kannika Ngamsopee||Audit Committee|
Duties and Responsibilities of the Audit CommitteeThe Audit Committee holds duties, authority and responsibilities as follows,
- Audit the Company to compose an amply open and correct financial statement by collaborating with the external audit and executives who are responsible for drafting the financial statement both quarterly and annually. The Audit Committee may propose the auditor any transactions that are necessary and important towards Company auditing.
- Audit the Company to ensure a suitable and effective internal control system and internal audit system. Duties include verifying the independence of internal audit sectors along to the approval of appointing altering or ending the employment of internal audit sectors or any other sectors that hold responsibility of internal auditing.
- Audit that the Company follows the regulations regarding the stock exchange and the stock exchange market and declarations of the Directing Committee of Securities and Exchange, declarations of the Committee of Capital Market Supervisor Committee, declaration of the Securities and Exchange Committee and related laws regarding the Company’s business.
- Consider the nomination and appointing process of independent persons to be the Company Auditor and propose a fee for the position and attending meetings with auditors without the management sector at least once per year.
- Consider the transaction or actions that could lead to conflicts of interests to follow the regulations of the Directing Committee of Securities and Exchange, declarations of the Committee of Capital Market Supervisor Committee, declaration of the Securities and Exchange Committee and the Stock Exchange’s rules to ensure that the transactions are reasonable and are the highest interests of the Company.
- Act on any other assignments given by the Company Committee in agreement with the Audit Committee e.g. reflect upon the financial management policies, risk management, reflect on the executives’ business ethics, reflect along with the Company executives to report in the statements, compulsory to be made public following the law including the analysis report by the management sector.
- Composed a report by the Audit Committee and reveal within the Company’s annual report which must be signed by the Audit Committee President and must consist of the information at least of as follows,
- Opinions of correctness, completeness, credibility of the Company’s financial statement.
- Opinions of the ampleness of the internal control systems, risk management and corruption prevention methods of the Company
- Opinions of following rules regarding assets and the Stock Exchange market, laws by the assets and the Stock Exchange Market regulations, the Stock Exchange Market or related laws and the business of the Company
- Opinions of the auditor’s suitability
- Opinions of any transactions that may lead to conflicts of interests
- The number of meeting attendance of the Audit Committee and meeting attendance of each Audit Committee member
- Opinions or general notices that the Audit Committee has received from conducts of the Audit Committee
- Other transactions that shareholders and general investors should be notified about duties and responsibilities assigned by the Committee of the Company
- In cases that an action is suspicious or questionable to significantly affect the Company’s financial status or operations, the audit committee may verify and report to the Company Committee to optimize within the time frame that the Audit Committee deems appropriate.
- Transactions that may lead to conflicts of interests
- Corruption or any wrongdoings or disabilities in the internal control system
- Violation of laws that the Assets and the Stock Exchange Market declared, the Committee of Assets and the Stock Exchange Market, declarations of the Committee Capital Market, declarations of the Committee of the Stock Exchange Market and regulations of the Stock Exchange Market or related laws regarding the business of the Company
When the predetermined timeline has arrived, if the Audit Committee finds that any corrections have been neglected without any valid reason, an Audit Committee member may report the suspicions to the Securities and Exchange Commission or the Stock Exchange Market
In the duties, the Audit Committee carries responsibilities to ensure that the Board of Directors does their duties and responsibilities assigned by the Board of Directors, while all responsibilities in all activities of the Company towards outside persons still is the duty of the whole Board of Directors.
|Risk Management Committee||Position|
|1. Mr. Chamnarn Wangtal||President of the Risk Management Committee|
|2. Dr. Littee Kitpipit||Risk Management Committee|
|3. Mr. Somkiat Weetrakul||Risk Management Committee|
|4. Miss Narissara Kitpipit||Risk Management Committee|
Duties and Responsibilities of the Risk Management CommitteeThe Risk Management Committee holds duties, authority and responsibilities as follows,
- Consider the policies and directions of risk management which will cover different risk type e.g. financial risks, investment risks, business operating risks. Duties also include assessing, following, reflecting on the ampleness of the policies and risk management system and the effectiveness of the system and policy following systems to propose for approval from the Company Committee.
- Direct and support services of risk management to succeed by focusing on risk within each factor to go along with the decision making process.
- Consider the crucial risks that may be of concern to the Company business e.g. financial risks, investment risks, management risks, information confidentiality, laws and regulations along to proposing preventions or buffers of the risks to be in an acceptable intensity. Duties also include following up with assessments to lessen risks and continuous effects to suit the state of business operations.
- Report the results of the assessment and the directing of operations that follow the control standards and/or predetermined risk managements to the Company Committee to be regularly notified. In case that an important issue that may affect the Company’s financial status significantly, the Risk Management Committee shall report to the Company Committee to consider a control standard and/or urgent risk management actions.
- May appoint a working team as deemed appropriate.
- Act upon any assignments that the Company Committee assigned that regards risk management.
|1. Mr. Chamnarn Wangtal||President of the Nomination and Compensation Committee|
|2. Mr. Peerapong Achariyacheevin||Nomination and Compensation Committee|
|3. Mr. Thanchart Kitpipit||Nomination and Compensation Committee|
Duties and Responsibilities of the Nomination and Compensation CommitteeThe Nomination and Compensation Committee holds duties, authority and responsibilities as follows,
- Consider the structure, size and elements of the Company Committee to be suitable towards the organization, business and environment.
- Determine the process, criteria of nominating and qualifications of the persons to be nominated as a Company Committee and Managing Director.
- Consider and filter the nominees with suitable qualifications to be nominated as a Company Committee and Managing Director before proposing to the Company Committee meeting place and/or the shareholder’s meeting for approval.
B. Compensation determination
- Determine the policy, and criteria to set the compensation rate both in money and other than money for the Company Committee and Managing Director to be appropriate and fair before sending to the Company Committee meeting place and/or the shareholder’s meeting for approval.
- Any other duties that the Company Committee assigns that are related to the nomination and compensation rates of directors and executives.