The scope of duties and responsibilities of The Board of Directors of the company

The Board of Directors of the company has the scope of duties and responsibilities as follows;  

(1)     Perform their duties in accordance with laws, objective, article of association including the resolution of the shareholders' meeting with accountability care and integrity.

(2)     Set out the main policy with respect to business operation and the policies in finance, fund management and supervise the management to perform its duties efficiently and effectively under such policies.

(3)     Consider and approve important matters which are required by relevant laws or the Company’s rules and regulations to be granted approval by the Board of Directors of the company or Company’s Shareholders Meeting.

(4)     Set up the internal control system for the operation, financial reports and compliance with the laws and the Company’s rules and regulations. The Internal Audit Department is assigned to inspect and monitor compliance with the internal control system and report to the Audit Committee. The Board of Directors will make an annual assessment on the adequacy and appropriateness of the internal control system and include its opinion in the annual report.

(5)     Appoint the Nomination and Remuneration Committee, the Audit Committee, the Executive Board and other sub-committees in order to assist the Board of Directors in supervising the Company’s business undertaking to achieve the Company’s objective.

(6)     Appoint Chief Executive Officer, Deputy Chief Executive Officer and Managing Director who is proposed by the Nomination and Remuneration Committee for responsibilities as assigned or according to the policy assigned by Board of Directors, the Executive Board and following the Law.

(7)     Appoint the Company Secretary to be responsible for the matters required by the law.

The Chairman of Directors of the company has the scope of duties and responsibilities as Articles of Association as follows;

Clause 22     To call for a meeting to the board of directors, the chairman of the board or the person assigned is required to send a letter of appointment of the meeting to the directors at least seven days before the meeting date unless it is the urgent case to look after the rights or interest of the company, the appointment on the meeting may be notified through other means and the meeting date may be set earlier than that. If at least two directors have called for the meeting of the board of directors, the chairman of the board is required to arrange the meeting within fourteen days since the date of receipt of such request.

Clause 26.    All resolutions of the meeting of the board of directors are made through the majority votes of the directors attending the meeting. One director has one vote to cast unless the director has an interest in any issue, such director is not allowed to cast a vote on such matter. If the votes are on par, the chairman of the meeting is eligible to east another decisive vote.

Clause 38     The chairman of the board of directors is required to chair the meeting. If the chairman of the board is absent in the meeting or is unable to perform his duty and if there is a vice chairman, the vice chairman is required to chair the meeting. If there is no vice chairman or there is on but he is unable to perform his duty, the shareholders in the meeting shall elect on of the shareholder to chair the meeting.

Roles and Responsibilities of the Chairman of the Board of Directors

To act as the Chairman of the Board of Directors’ meetings and make a decisive vote in the event that the Board of Directors’ meeting has equal votes, as well as being responsible for calling meetings of the Board of Directors and being the Chairman of the shareholders’ meeting of the Company, including performing duties according to the law, which are specifically designated as the duties of the Chairman of the Board and cover the following subjects:

• Supervise, monitor, and ensure that the Board of Directors’ duties are performed effectively and are achieved in accordance with the objectives and goals set.
• Ensure that all directors participate in the promotion of an ethical corporate culture and good corporate governance.
• Agenda for the Board of Directors’ meetings.
• Allow enough time for the Board of Directors meetings to allow the management team to propose matters and the directors to carefully discuss important issues and freely express their opinions.
• Foster stronger relationships between executive directors and non-executive directors, as well as between the Board of Directors and the management.

Term of the director

In compliance with the law and the Company’s Articles of Association, one-third of the directors must retire. The retired directors may be re-appointed for another term.