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Board Responsibilities

Board Structure and Responsibilities

See the Board of Directors structure and responsibilities and the list of the directors serving on the Board in the section Shareholding and Management Structure under item 3 (Board of Directors).

Board Meetings

In accordance with the Articles of Association, the Board normally meets once every three months. However, additional meetings may occur as required. The dates of the Board meetings throughout the year are scheduled with notification provided to each director in advance. Normally, the notice of the meeting is sent to the directors at least seven days prior to the date of the meeting.

The minutes of key items are documented and presented for approval at subsequent Board meetings, and retained for review by relevant persons.

Independent directors may meet to discuss Company items or issues without the presence of management. The outcome of such discussions are subsequently communicated to the Board.

The Board met 6 times in 2017 with details of attendance as follows:

  Name Board Meeting
Attendance (times)
1. Mr. Jeremy Robert Osterstock(1) 4/4
2. Mr. Chai Jangsirikul 6/6
3. Mr. Mongkolnimit Auacherdkul 6/6
4. Mr. Suchart Phowatthanasathian(2) 4/4
5. Mr. Manoch Munjitjuntra(3) 1/1
6. Mr. Pajaree Meekangvan(4) 1/1
7. Ms. Ratrimani Pasiphol 6/6
8. Mr. Chakkrit Parapuntakul(5) 1/1
9. Mr. Wattana Chantarasorn 6/6
10. Ms. Prachit Hawat(6) 1/1
11. Mr. Smit Tiemprasert 6/6
12 Ms. Wattanee Phanachet 6/6
Director resigning during 2017
1. Mr. Neil A. Hansen 2/2
2. Mr. Adisak Jangkamolkulchai 4/4
3. Mr. Somjate Saifon 3/3
4. Mr. Somchai Poolsavasdi 4/5
5. Mr. Sompop Amatayakul 4/5
6. Mr. Yodpong Sutatham 4/5

(1) Mr. Jeremy Robert Osterstock was appointed as a director to replace Mr. Neil A. Hansen effective April 25, 2017

(2) Mr. Suchart Phowatthanasathian was appointed as a new director April 25, 2017.

(3) Mr. Manoch Munjitjuntra was appointed as a director to replace Mr. Yodpong Sutatham effective November 30, 2017.

(4) Ms. Pajaree Meekangvan was appointed as a director to replace Mr. Adisak Jangkamolkulchai (who resigned from his director position effective August 1, 2017) effective November 30, 2017.

(5) Mr. Chakkrit Parapuntakul was appointed as an independent director to replace Mr. Somchai Poolsavasdi (who resigned from his independent director position effective October 1, 2017) effective November 30, 2017.

(6) Ms. Prachit Hawat was appointed as an independent director to replace Mr. Sompop Amatayakul (who resigned from his independent director position effective October 19, 2017) effective November 30, 2017.

Audit Committee

See the Audit Committee charter, responsibilities, and list of members in the section Shareholding and Management Structure under item 4 (Audit Committee).

The Audit Committee met 6 times in 2017 which included meetings involving individual discussions with the external auditors. The details of attendance are as follows:

  Name Board Meeting
Attendance (times)
1. Mr. Wattana Chantarasorn(1) 2/2
2. Mr. Smit Tiemprasert 5/6
3. Ms. Prachit Hawat(2) 0/0
Audit Committee members resigning during 2017
1. Mr. Sompop Amatayakul 4/4
2. Ms. Wattanee Phanachet 4/4

(1) Mr. Wattana Chantarasorn was elected as an Audit Committee member to replace Ms. Wattanee Phanachet and Chairman of Audit Committee to replace Mr. Sompop Amatayakul effective October 19, 2017.

(2) Ms. Prachit Hawat was elected as an Audit Committee member to replace Mr. Sompop Amatayakul effective November 30, 2017.

Performance Evaluation Committee

See the Performance Evaluation Committee charter, responsibilities, and list of members in the section Shareholding and Management Structure under item 5 (Performance Evaluation Committee).

The Performance Evaluation Committee assessed the Managing Director’s performance for 2017, reviewed the assessment with the Board, and provided feedback to the Managing Director.

Director Remuneration

Details of remuneration paid to directors is disclosed in the section Shareholding and Management Structure under item 8 (Remuneration of Directors and Executives).

Executive Remuneration

Total remuneration paid to executives is disclosed in the section Shareholding and Management Structure under item 8 (Remuneration of Directors and Executives).

Director and Executive Report of Interest

Directors and executives are required to file a report with the Company regarding their interest or related person’s interest (i.e. information on shareholdings, directorships, or executive positions in other legal entity (ies)) which relates to management of the Company or its subsidiaries at the beginning of the year or upon a change.

Director Development

It is expected that directors remain well-informed regarding current aspects of the Company’s operations, projects, and best practices in corporate governance. In that regard, the Board encourages directors to participate in continuing education opportunities inside and outside of the Company, such as the programs offered by the Thai Institute of Directors Association (IOD).

Director participation in training courses sponsored by the IOD is summarized as follows:

  Name Course Date of Attendance Course Attendance in year 2017
1. Mr. Jeremy Robert Osterstock - - -
2. Mr. Chai Jangsirikul DAP 15 Feb 2011 -
3. Mr. Mongkolnimit Auacherdkul DAP 26 Sep 2008 -
4. Mr. Manoch Munjitjuntra DAP 15 Jan 2018 -
5. Mr. Suchart Phowatthanasathian DAP 19 Feb 2018 -
6. Ms. Pajaree Meekangvan DAP 15 Jan 2018 -
7. Ms. Ratrimani Pasiphol DAP 16 Jul 2012 -
8. Mr. Chakkrit Parapuntakul DCP 2004 -
    ACP 2005 -
    - - BMT
    - - ELP
9. Mr. Wattana Chantarasorn DAP 27 Mar 2009 -
    AACP 26 Feb - 19 Mar 2018 -
10. Ms. Prachit Hawat DAP 15 Feb 2011 -
11. Mr. Smit Tiemprasert DCP Jan - Mar 2006 -
    FN 2005 -
12. Ms. Wattanee Phanachet DCP 12 Mar - 16 Aug 2002 -
    DCP Refresher 25 Feb 2007 -
    ACP 14 - 15 Feb 2007 -

DAP = Director Accreditation Program
DCP = Director Certification Program
ACP = Audit Committee Program
FN = Finance for Non-Finance Director
BMT = Board Matters and Trends
ELP = Ethical Leadership Program
AACP = Advanced Audit Committee Program

Auditor Remuneration

The audit fees paid to the office of the external auditor, PricewaterhouseCoopers ABAS Limited, for the 2017 accounting period were Baht 4,500,000. There were no other fees paid to the Company’s auditor.

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