Executive Committee
Scope of power, duties and responsibilities of the Executive Committee
To assist the Board of Directors in overseeing management, operation and policies of business and also issuing policies in order to achieve the targeted budget and strategy as approved by the Board of Directors.
To consider and approve the Company's annual budget before submission to the Board of Directors for approval.
To prepare and propose strategy, business and operation plan to the Board of Directors for approval.
To consider and approve new business start up in compliance with the Company's policy before submission to the Board of Directors for approval.
To consider and approve the buying and selling of office equipment together with the construction, repairing and re-construction of the office building valued in an amount not exceeding Baht 30.0 million.
To periodically review normal and non-normal courses of businesses operated by business departments.
To review and comment on Profit and Loss Monthly Report presented by Treasury and Finance departments.
To acknowledge the Company's annual matter including but not limited to Compliance Audit, Audit Report and Annual Compliance Report.
To consider specific matters to be submitted for the Company's Board of Directors' approval.
To assist the Board of Directors in any other affairs that may be from time to time assigned.
As of October 1, 2009, the Executive Committee consisted of 7 members as follows:
Audit Committee
The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:
Review the Company’s financial reporting process to ensure that it is accurate and adequate.
Review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine an internal audit unit’s independence, as well as to approve the appointment of Head of Office of General Counsel (OGC) and key compliance and internal audit personnel as proposed by the Management, also to remove, transfer, reduce or cut off salary or wages, or dismissal of Head of OGC and key compliance and internal audit personnel or any other unit in charge of an internal audit.
Review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business.
Consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a non-management meeting with an auditor at least once a year.
Review the connected transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company.
Prepare, and disclose in the Company’s annual report, an Audit Committee’s report which must be signed by the Audit Committee’s Chairman and consist of at least the following information:
(a) an opinion on the adequacy, completeness and creditability of the Company’s financial report;
(b) an opinion on the adequacy of the Company’s internal control system;
(c) an opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s business;
(d) an opinion on the suitability of an auditor;
(e) an opinion on the transactions that may lead to conflicts of interests;
(f) the number of Audit Committee meetings, and the attendance of such meetings by each committee member;
(g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the bylaws; and
(h) other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s BOD, with the approval of the Audit Committee.
Perform any other act as assigned by the Company’s Board of Directors with the approval of the Audit Committee.
As of October 1, 2009, the Audit Committee consisted of 4 members as follows:
Management Development and Compensation Committee
Scope of power, duties and responsibilities of the Management Development and Compensation Committee
To periodically review with the management of the Company its programs and processes for management development.
To periodically review succession plans for key senior management positions.
To annually review and approve corporate goals and objectives relevant to the compensation for the employees individually.
To review and approve, and review with the Board of Directors for proposing to shareholders’ meeting for approval, the compensation of the Board of Directors members.
To bi-annually review the promotion of the management and employees of the Company.
To review the salary base for management and employees of the Company.
To review all annuity contracts, compensation or special benefit plans for executive and senior management (if any) and employment or severance agreements, to propose for executive management.
To review expense accruals for incentive compensation and incentive compensation pools for the Company and propose to the Board of Directors for approval prior to the annual determination of individual compensation.
To review the Company’s compensation programs and policies to align them with the Company’s goals and the interests of the shareholders.
As of October 1, 2009, the Management Development and Compensation Committee consisted
of 4 members as follows:
Director Nominating Committee
Scope of power, duties and responsibilities of the Director Nominating Committee
To seek individual or consider candidates, proposed by management or shareholders, who are qualified to become the Board of Directors members according to the Board of Directors membership criteria for recommendation to the Board of Directors.
To make assessment of the candidates’ independence and recommend them to become the independent directors.
To make recommendations on the numbers of the Board of Directors members and propose to the Board of Directors.
To annually conduct an evaluation of the performance of the Board of Directors and, through its Chairman, communicate this evaluation to the Board of Directors.
As of October 1, 2009, the Director Nominating Committee consisted of 3 members
as follows:
Risk Management Committee
Scope of power, duties and responsibilities of the Risk Management Committee
Assist the BOD to set out the risk management strategies, policies, standards and limits including the risk profile of the Company.
Review the actual risk exposures of the Company and its business and operation units and identify the risk appetite and control deficiencies in the Company.
Ensure that the Company has sufficient policies and procedures in place to govern its risk assessment and risk management activities.
Review with management the strategies, policies, frameworks, models and procedures that lead to the identification, measurement, reporting and mitigation of material risks.
Monitor the effectiveness of risk management functions throughout the Company and ensure that infrastructure, resources and systems are in place for risk management and are adequate for maintaining a satisfactory level of risk management discipline.
Receive and review reports from management of the steps it has taken to monitor, mitigate and control the different types of risk.
Periodically review corporate risk management systems that cover all activities of the Company including the assignment of any person or sub-committee to oversee the integration of departmental risk management and control systems and report regularly to the Committee.
Prepare and report to the BOD the results of an annual performance evaluation of the Committee, which shall compare the performance of the Committee with the requirements of its bylaws, and its objectives for the coming year.
Perform any other act as delegated by the BOD and approved by the Committee.
As of October 1, 2009, the Risk Management Committee consisted of 5 members as
follows:
Corporate Social Responsibility Committee
Scope of power, duties and responsibilities of the Corporate Social Responsibility Committee
To review, oversee and make recommendations to the Board of Directors concerning the effectiveness of the Company’s CSR strategies, policies and practices that have the potential to materially affect the Company’s business, brand or reputation, including oversee the Codes of Business Conduct, policies on health care and safety, human rights and promotion of equality of opportunity and diversity.
To review, oversee and make recommendations to the Company’s Charity Committee concerning the Company’s charitable contribution policies and practices in all areas.
To approve the appointment of the Charity Committee Members.
To support volunteerism and community engagement among the Company’s employees.
To oversee the CSR component of directors’ training programs to ensure that relevant executive training programs contain an appropriate CSR training.
To prepare the Company’s CSR report and disclose it in an annual report of the Company.
To support the Company’s CSR activities.
As of October 1, 2009, the Corporate Social Responsibility Committee consisted
of 5 members as follows:
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