Board of Directors
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
- The Board of Directors of the Company consists of 9 directors as follows:
- Directors 6 persons
- Independent Directors 3 persons
- Independent Directors shall constitute at least one third of the Board of Directors. Independent Directors is comprised of (1) Chairman of the Board of Directors / Audit Committee member and (2) two Audit Committee members. The Independent Directors / Audit Committee are encouraged to express their views and maintain their independence when performing operation and transaction audit as well as evaluating internal control systems
- The Company has made a clear outline defining the authority and responsibility of the Board of Directors, Executive Committee, Audit Committee and Chief Executive Officer. In addition, Chairman of the Board of Directors shall act as an independent director and possess no relationship with management. Chairman of the Board of Directors shall not be representative of major shareholders, nor shall be the same person with Chief Executive Officer.
- The Company’s directors shall act for the best interests of the Company, stakeholders, and shareholders as per followings:
- Review and approve key business matters such as the Company’s vision and mission, strategy, financial targets, risks and company business plan
- Monitor that management execution is performed in an efficient and effective manner
- Establish and approve corporate governance policy and ensure consistency through policy revision, expected to perform at least annually
- Ensure that internal control system, including financial control, is consistent with the Company’s policy as well as reviewing internal control system at least annually
Director Authorisation and Restriction
Any 2 of the following 5 Directors - Mr. Lee Chye Tek Lionel, Mr. Tan Chin Kwang Johnson, Mr. Lee Chye Cheng Adrian, Ms. Nuch Kalyawongsa, and Mr. Sataporn Amonvorapak – signing together with the affixing of the official company seal.
Scope of Authority of the Company’s Board of Directors
The Company’s directors are required to perform their duties in compliance with all relevant laws and regulations; the Company’s objectives and articles of association; and the resolutions by shareholders in good faith. The Company’s directors are prohibited from carrying out any business of the same nature as and in competition with the Company’s business and from being partners or shareholders or directors of other juristic persons carrying out a similar and competitive business, unless the shareholders are informed of such in a shareholders meeting prior to his/her appointment. If a director has direct or indirect interests in any agreements to be entered into with the Company or increases or decreases his/her shareholding or debenture holding in the Company and its affiliates or debenture, the director must inform the Company without delay.
Board Meeting and Relevant Notification
The Board of Directors shall convene at least 4 times annually. Directors are required to attend extraordinary meeting as required. Unless there is an emergency, letter of invitation shall be distributed to the board members 7 days prior to the meeting in order to provide directors sufficient time to digest the information. In addition, letter of invitation is expected to contain information concerning date, time, agendas and place of meeting. The Company is expected to produce meeting minutes within 14 days of the board meeting, and all directors are entitled to access the meeting minutes. The Company shall file all approved meeting minutes.
Meeting Quorum and Voting
- Meeting quorum requires at least half of the directors to be present. In the case the Chairman of the Board is absent, the Vice-chairman shall automatically be elected as chairman of the meeting. In the case the Company does not have Vice-chairman, one of the directors present at the meeting shall be elected as chairman
- Decision shall be based upon majority rule
- Each of the directors has 1 vote. Those having conflict of interests shall be abstained from voting. In the case there is a tie, the chairman is entitled to cast an additional vote