Authority, duties, and responsibilities of the board
- Set the company’s vision, mission, goals, strategies, and policies.
- Set the company’s vision, mission, goals, strategies, and policies.
Set policies and guidelines for the management to implement short-term and long-term strategic plans. Create clarity about business direction and use it as a communication tool between the board and management. The policy must be reviewed and updated from time to time to keep up with changing events. - Determine the scope, powers, duties, criteria and methods for removing the Chief Executive Officer. To protect the interests of the company and shareholders. In considering the selection of the Chief Executive Officer Appoint a Nomination and Remuneration Committee to perform such duties. Including a process for preparing personnel to replace key positions. who may resign or retire (Succession Plan)
However, the delegation of authority according to the scope of authority and duties must not be like delegating authority that allows the said various sub-committees to consider and approve transactions that may involve interests or any other conflicts of interest with the company or its subsidiaries (If any), the exception is the approval of items that are by the policies and criteria that the Board of Directors has already considered and approved. - Consider appointing sub-committees as appropriate, taking into account the size and nature of the organization’s business and clearly defining the objectives, duties, responsibilities, and powers of the sub-committees.
However, the delegation of authority according to the scope of authority and duties must not be like delegating authority that allows the said various sub-committees to consider and approve transactions that may involve interests or any other conflicts of interest with the company or its subsidiaries (If any), the exception is the approval of items that are by the policies and criteria that the Board of Directors has already considered and approved. - Supervise and monitor the general operations of the company to ensure that it is by relevant laws, rules and regulations. Including operating according to the specified goals and plans in order to be able to monitor and supervise effectively
- Manage to have appropriate and clear risk management systems and tools. Approve the company’s risk management action plan made by the management and may assign the management or the risk management committee to perform such duties.
- Establish an effective internal control and internal audit system and consider important audit reports of the audit committee or internal audit unit, including auditors and consultants for various departments of the company and determine guidelines for improvement. In the event that significant defects are found.
- Establish a system that ensures that the information disclosed is accurate, complete, and timely.
- The Board of Directors appoints one or more directors or other persons to act on behalf of the Board of Directors. In granting such authority, the authorized person must not have authority to approve transactions in which the said person or persons who may have a conflict of interest have an interest or may have a conflict of interest in any other manner with the company or subsidiary (if any).
Except for the following matters: This can be done only after receiving approval from the shareholders’ meeting first. This requires that in the transactions in which the directors or persons who may have conflicts of interest have an interest or may have other conflicts of interest with the company or its subsidiaries ( If any), directors who have an interest in the matter shall not have the right to vote on that matter.- Matters that are required by law to be resolved by a shareholder meeting.
- Transactions in which the directors have an interest and are within the scope of the law or the regulations of the Stock Exchange specify that approval must be obtained from the shareholder meeting. In addition, in the following cases, approval must be obtained from the board meeting and shareholder meeting with a vote of at least three-fourths of the total number of shareholders’ votes. who attend the meeting and have the right to vote
- Selling or transferring all or important parts of the company’s business to another person.
- Making, amending, or terminating a contract regarding the rental of all or important parts of the company’s business.
- Assigning another person to manage the company’s business or combining business with another person to share profits and losses.
- Issuing new shares to pay the company’s creditors under the debt-to-equity conversion program.
- Reducing the registered capital of a company by reducing the number of shares or reducing the value of shares
- Increasing capital, reducing capital, issuing bonds, merging or dissolving companies.
- Any other matter as specified by law.
In addition, the committee also has the scope of duty to supervise the company in compliance with the law on securities and the stock exchange, the regulations of the stock exchange, such as making related transactions, acquiring or disposing of assets, following the rules of the Stock Exchange of Thailand. or according to the announcement of the Securities and Exchange Commission, the Capital Market Supervisory Board, or laws related to the company’s business.
- Consider and screen items that must be presented to shareholders for approval at the shareholder meeting.
- It is responsible for reporting financial and general information to shareholders and investors in an accurate, complete, and transparent manner.
- Have a good understanding of financial information and do not interfere with the objectives and standards of professional practice of the Company’s auditors. If the company’s auditor withdraws or is withdrawn, the reason should be reported to the Securities and Exchange Commission and the Stock Exchange of Thailand.
- Prepare a report showing the responsibility of the Board of Directors for the preparation and disclosure of the Company’s financial reports in the annual report.
- Disclose compliance with the principles of good corporate governance as specified by the Stock Exchange of Thailand.