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The Articles of Association provide that the Board of Directors (the “Board”) will be comprised of at least five directors, not less than half of whom are required to reside in Thailand. In addition, one-third, or the number of directors closest to one-third if the number of directors is not a multiple of three, of the Board is required to retire at each annual general meeting of shareholders. Retiring directors are eligible for re-election.

The Board consists of qualified persons with relevant experience.

The Board of Director as of 30 November 2017 comprised:

name position
Mr. Jeremy Robert Osterstock Chairman
Mr. Chai Jangsirikul Director
Mr. Mongkolnimit Auacherdkul Director and Member of Performance Evaluation Committee
Mr. Manoch Munjitjuntra Director
Ms. Ratrimani Pasiphol Director
Ms. Pajaree Meekangvan Director
Mr. Suchart Phowatthanasathian Director
Mr. Chakkrit Parapuntakul Independent Director
Mr. Wattana Chantarasorn Independent Director and Chairman of Audit Committee
Mr. Prachit Hawat Independent Director and Member of Audit Committee
Mr. Smit Tiemprasert Independent Director, Chairman of Performance Evaluation Committee and Member of Audit Committee

Executive officers

The following executive officers constituted the management committee as of August 1, 2017:

name position
Mr. Jeremy Robert Osterstock Chairman and Managing Director
Mr. Chai Jangsirikul Director and Controller
Mr. Mongkolnimit Auacherdkul Director and Public and Government Affairs Manager
Mr. Manoch Munjitjuntra(1) Director and Retail Manager
Mr. Suchart Phowatthanasathian(2) Director and Refinery Manager
Ms. Ratrimani Pasiphol Director and Treasurer / Tax Manager
Mr. Vanchai Vichakchon(3) Industrial and Wholesale Manager
Mr. Warathum Tungittiplakorn Thailand Fuels Operations Manager
Ms. Sairuedee Suchato Investor Relations and Planning Manager

(1) Mr. Manoch Munjitjuntra became a Retail Manager effective January 1, 2018

(2) Mr. Suchart Phowatthanasathian became a Refinery Manager effective August 1, 2017

(3) Mr. Vanchai Vichakchon became an executive officer effective June 1, 2017

Audit committee

The Audit Committee, which was appointed by the Board of Directors, is comprised solely of independent directors who meet the qualifications set out in the Securities and Exchange Commission and Stock Exchange of Thailand regulations. The Chairman and members of the Audit Committee hold office for a term of two years subject to them meeting the requisite qualifications and remaining as directors of the Company.

The Audit Committee members listed below were re-elected or elected (as the case maybe) for another 3 year term effective 19 October 2017:

name position
Mr. Wattana Chantarasorn Independent Director / Chairman
Mr. Smit Tiemprasert Independent Director / Member
Ms. Prachit Hawat Independent Director / Member (with accounting and finance background)

Mr. Chai Jangsirikul is the Audit Committee secretary; Ms. Shanisara Rungsirijaratthong is the Audit Committee coordinator replacing Mr. Arthit Piya-Isragul effective November 5, 2015.

Audit Committee Responsibilities

The scope of duties and responsibilities of the Audit Committee are as follows:

  1. To review the Company’s financial reporting process to ensure accuracy and adequacy;
  2. To ensure that the Company has a suitable and efficient internal control system and an internal audit system, to determine the 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 internal audit;
  3. To review the performance of the Company to ensure compliance with the securities and exchange law, regulations of the Stock Exchange of Thailand, and laws relating to the business of the Company;
  4. To consider, select, nominate and recommend remuneration of the Company’s external auditors as well as to attend a non-management meeting with the external auditor at least once a year;
  5. To review connected transactions or transactions that may lead to conflict of interest so as to ensure that they are in compliance with laws and the Exchange’s regulations, and are reasonable and for the benefit of the Company;
  6. To prepare a report on monitoring activities of the Audit Committee and disclose it in the annual report of the Company, and have such report signed by the Chairman of the Audit Committee provided that it shall consist of at least the following information:
    • (a) an opinion on the reliability, completeness and credibility of the Company’s financial report,
    • (b) an opinion on the adequacy of the Company’s internal control system,
    • (c) an opinion on the Company’s compliance with the securities and exchange laws and regulations, and other laws applicable to the Company’s business,
    • (d) an opinion on the suitability of the nominated external auditors,
    • (e) an opinion on transactions that may lead to conflicts of interests, if any,
    • (f) the number of audit committee meetings, and the attendance at such meetings by each committee member,
    • (g) an opinion or general comment observed by the audit committee from its performance of duties in accordance with the charger, and
    • (h) other transactions, within the scope of duties and responsibilities assigned by the Board, which, according to the audit committee’s opinion, should be disclosed to the shareholders and general investors;
  7. To perform any other task assigned by the Board and agreed to by the Audit Committee;
  8. To report to the Board for rectification within the period that the Audit Committee thinks fit if the Audit Committee found or suspected that there is a transaction or any of the following acts which may materially or significantly affect the Company ’s financial condition and operating results;
    • (a) a transaction which causes a conflict of interest;
    • (b) any fraud, irregularity, or material defect in an internal control system; or
    • (c) an infringement of the securities and exchange laws and regulations, or any law applicable to the Company’s business; and
  9. To review without delay after receiving written notice from the external auditor of the discovery of any suspicious circumstance that the director, manager or any person responsible for the Company commits an offence as prescribed by the relevant Securities and Exchange regulations, report any finding confirming the suspicion of the external auditor to the Board and request the Board to disclose such finding to the Office of the Securities and Exchange Commission and/or the external auditor or to the Office of the Securities and Exchange Commission and/or the external auditor as required by the Securities and Exchange Act within thirty days.