The Board of Directors shall review the role, duties, and responsibilities of the Board of Directors in the Board of Directors’ Meeting No. 7/2020 on 24 December 2020, as prescribed as follows.
- Perform the duty with responsibility, honesty, and carefulness, and maintain the Company’s interests according to the laws, objectives, and Articles of Association, as well as resolution of the shareholders.
- Have a duty to define vision, propose the review on the operating policies and directions of the Company, and govern and control the Management to efficiently and effectively carry out according to the established policies to add a maximum economic value for the shareholder and a sustainable growth.
- Regularly take shareholder responsibility by maintaining the shareholders’ interests, and properly and completely disclose the substantia data to the investors on standard and transparency basis.
- The Board of Directors must have knowledge, competence, and experience which will be useful for the business operation, and truly pay attention on the activities of the company where they are the directors.
- Assess the operating result, and determine the remuneration of the Chief Executive Officer and the top executives.
- Take responsibility for turnover and duty performance of the Executive with intention and carefulness in operation.
- Govern to ensure that the business operation is clearly and measurable targeted to be used as a guideline for targeting the operation by taking into account the possibility and reasonableness.
- Govern to ensure that the business operation and operation are ethical.
- Govern the Executive to have the appropriate and efficient risk management system.
- Consider making decisions on the substantial matters, such as the business policies and plans for large-scale investment projects, authority in management, acquisition or disposal of any other properties and transactions required by laws.
- Define the authority and approval level in entering into transactions and carrying out what are related to the Company’s works to a body or a person as appropriate by preparing the operating authority manual, and reviewing at least once a year.
- Prepare the reliable accounting system, and financial and audit reporting, and supervise to have a process for assessing the appropriateness of internal control particularly in the matter of entering into the transactions of which the director has gain and loss must be within the scope of laws or requirements of the SET.
- Approve on appointing the auditor, and consider annual audit fee to be proposed to the shareholders in considering the approval on appointment.
- Report the responsibility of the Board of Directors in preparing the financial reports by presenting together with the auditor’s report in Annual Report, and cover the key matters according to the policy and best practice for the directors.
- Govern the operation of the sub-committees according to the prescribed Charter.
- The Board of Directors must assess the operating result by itself and assess the overall operating result.