Structures of the Board of Directors

Components and qualifications of the Company’s Directors

1. The Board of Directors shall consist of 5 members; whereas, at least one half of the total number of directors shall be domiciled in the Kingdom of Thailand and shall have the qualification as prescribed by law.
   
2. In case, a position of the Company’s director is vacant due to other reasons than retirement by rotation, the Board of Directors shall appoint other person to fill the vacancy; and the newly appointed director shall assume the office for the remaining term in office of the retiring director.

Roles, duties, and responsibilities of the Company’s Directors

a) The Board of Directors shall be obliged to comply with the Company’s objectives, Regulations, and resolutions of the meeting of shareholders, and to take actions in accordance with law, related rules and regulations such as the Limited Public Company Act 1992 and the law governing the Securities and Exchange Act 1992, and to apply the knowledge, abilities, and experiences to the benefit of the Company’s business operations.

     b) The Board of Directors shall review and approve the Company’s policies, directions of operations, and work plans as proposed by the management.

      c) The Board of Directors shall supervise the management to implement the prescribed policies effectively and to propose matters, which are crucial to the Company’s operations. Other connected transactions shall be considered in accordance with the rules and regulations of the Office of Securities and Exchange Commission and with regulations of the Stock Exchange of Thailand (SET). In case of necessities, the Board of Directors shall employ an outside consultant to give professional advice and opinions for decision making of matters, which have crucial impacts on the Company’s business operations.

     d) The Board of Directors shall supervise the management to establish an internal control system and to carry out an effective internal audit; whereas, the internal audit department shall be established to follow up, to take actions, and to coordinate with the Audit Committee.

     e) The Independent Directors shall use their discretions freely to consider and determine strategies, management of work, appointment of directors, and matters, which have impacts on benefits of the interested parties of the Company, and to have adequate accesses to the financial information and other business information for performance of duties and implementation of policies.


Independent Directors

"Independent Director" of the Company is a person whose gualifications meet the requirements of the Securities and Exchange Commission No.SEC.Gor.(Vor.) 32/2008 on the improvement of Qualification, Duties, and Responsibilities on Independent Directors and member of the Audit Committee, as follows;

1. Holding shares no more than 1% of the total voting shares of the Company, its parent company, its subsidiaries, its associated companies, or a related juristic entity with potential conflicts, including of shares held by related persons¹.

2. Not being and executive director², an employee, or a company consultant who receives a regular salary or a controlling person of the Company, its parent company, its subsidiaries, its associated companies, its same-level subsidiaries³, or a related juristic entity with potential conflicts ( at present or 2 years before the appointment).

3. Not being a person who has a blood or a legal relationship of a parent, spouse, sibling, and child including a child' spouse, to any executive management, major shareholder, a controlling person, or a person whom has been proposed to an executive management or a controlling person of the Company or its subsidiaries.

4. Not having a business relationship and not being a professional service provider according to the requirement of the Office of the Securities and Exchange Commission No.SEC.Gor.(Vor.) 32/2008 on the improvement of Qualification, Duties, and Responsibilities on Independent Directors and member of the Audit Committee.

5. Not being a director who has been appointed as the representative of the Company's director, major shareholder, or shareholder who is related to a major shareholder of the Company.

6. Not having any other characteristics that may potentially prevent from giving independent opinions.

7. An independent director, with qualification under Clauses 1-6, may be assigned by the Board of Directors make the collective decisions on the operation of the Company, its parent company, its subsidiaries, its associated companies, its same-level subsidiaries³, or a related juristic entity with potential conflicts.
   

Related Person¹ means a person defined under the Section 258 of Securities and Exchange Act B.E. 2535.
Executive director² means any director who holds an executive position, or any director who is in charge of any actions deemed to be taken by executives.
Same-level subsidiary³ means any two or more subsidiaries under the same parent company.

Meeting of the Board of Directors

     a) The Company has to convene the Board of Directors’ meetings on a regular basis (at least every three months) to consider the financial statements, to determine policies, and to follow up the operating result; moreover, members of the Board of Directors shall always be prepared to attend extraordinary meetings.

     b) In the Board of Directors’ meetings, there should have directors present at the meeting at least one half of the total number of current directors of the Company to constitute a quorum.

     c) Before the Board of Directors’ meetings start, the Chairman and the President shall determine agenda of such meetings; and directors may freely propose matters into the meetings’ agenda by giving a prior notice to the Board of Directors so that the Company’s directors can arrange their schedule to attend the meetings; and the Board of Directors shall receive the proper and adequate of supporting documents for making decision and giving of opinions.

     d) The Board of Directors may have suitable accesses to additional information through the Corporate Secretary and the President for the purpose of consideration.

     e) During the Board of Directors’ meetings, the Chairman shall suitably allocate and manage the time for participants to use their discretions and to consider the agenda of the meetings carefully.

      f) The President may invite the top management to attend the meetings and to explain the details of the related agenda so that the Board of Directors may have opportunities to discuss about any problems or information.


Term of Conditions for the Company’s Directors

a) In every annual general meeting, one-third of the total number of directors shall be retired by rotation; in case, the total number of directors may not be exactly divided into 3 portions, the nearest number to one-third of the directors shall be retired.

     b) The Company’s directors, who must be retired in the first year and in the second year after the company registration, shall be selected by means of drawing of lots; meanwhile, in the subsequent years, the director who has longest assumed the office shall be retired; and the retiring director may be reelected.

     c) The Company’s directors may be nominated to the shareholders’ meeting to assume their office continuously.


Orientation of new directors of the Company

The Board of Directors has prescribed that an orientation of new directors of the Company shall be provided so that the newly appointed directors may have opportunities to study and understand the Company’s business, the situation of the industry, guidelines of business operations, policies, as well as roles, duties, and responsibilities of the Board of Directors elaborately. The schedule of orientation of new directors of the Company shall consist of documentation, training and seminars, and sightseeing of the Company’s projects so that the Company’s directors may have opportunities to experience the condition of actual operations of the Company.


Knowledge management and development for the Company’s Directors

The Board of Directors shall actively support the knowledge development to all directors, including the development of duties and responsibilities of directors, or new guidelines of management for directors’ performance improvement that brings the most effective management.