Board of Directors Composition and nomination

8/9/2019 Board of Directors Composition and nomination

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Section 2: Board of Directors

Composition and nomination

1) The Board of Directors is composed of a minimum of 5 and amaximum of 14 members. Not less than half of the Board must be

residents in Thailand. Qualifications of all directors have to meet with

the stipulations of laws and the companys articles of association.

2)At least 5 members of the Board of Directors must be composed ofindependent directors. Moreover, the independent directors shall also

meet the following requirements:

1. Holding less than 0.5 % of voting shares of the company,subsidiary companies, associated companies or persons who

may have any conflict of interest with the company.

2. Not participating in the management of the company, nor beingemployee, staff member, consultant who receiving regular salary,

service provider, auditor, lawyer or person with authority over the

company, subsidiary companies, associated companies or

persons who may have any conflict of interest with the Company

and shall be free and clear form gaining any benefit from the

said persons during a period of 2 year before his/her appointment

as a member of the Board of Directors. Furthermore, independent

directors shall also attend the Board of Directors meetings and

express their opinions from an independent viewpoint.

3. Having no vested interests nor gaining benefit, whether directlyor indirectly, for financial or managerial aspects, nor being

customer, supplier, trading creditor/debtor of the company,

subsidiary companies, associated companies or persons who

may have any conflict of interest with the company.

4. Not being close relative of executives, major shareholders of thecompany, subsidiary companies, associated companies or persons

who may have any conflict of interest with the company, nor

being appointed as a representative to protect interests of directors

or major shareholders.


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3) The Board of Directors shall be composed of experts with a widerange of experience in various fields including engineering,

marketing, and oil business. At least one director is knowledgeable

and experienced in accounting and finance. Directors select a

Chairman, while one or more directors can be selected as Vice

Chairman where it is deemed appropriate. The Board is empowered to

appoint a director or any other person as the companys President and

also is empowered to dismiss the person. The President serves as

secretary to the Board of Directors and can be appointed as a director.

4) The Chairmen of the Board must be an independent director. In orderto sustain well secured the balance of power between the

supervisory and management functions of the company, the

Chairman shall not be the same person as the President.

Furthermore, the Chairman shall not hold any position in the Boards

sub-committees to ensure the clearness of duties separation.

Moreover, as the leader of the Company; the Chairman has to conduct

himself in a neutral manner so as to avoid conflict that may arise.

5) Directors are nominated according to their terms, with transparencyand clarification. Sufficient information of nominated director must be

clearly defined and given to the educational and professional

background.

6) Biodata of the members of the Board are disclosed to the publiceach time of rotation.

Qualifications of directors

1) Not under prohibition of Clause 68 of the Public Company Act B.E.2535 (1992).

2) The Board of Directors must have leadership skills and vision,display utmost integrity, and conduct the business ethically, and

should possess good background experienced as well.

3) The Board of Directors has to be interested in the companybusinesses and devote sufficient time to the company.


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9) Independent and external directors are capable of performing duties,set out strategies, and use their judgment in determining matters

such as operational tactics, resource utilization, nominate directors

including set up performance standard of the Company with an

independent opinion. They also have to be ready to oppose any acts

of other Directors or the management on the issues affecting the

equity of Shareholders.

10)Seek professional opinions from external to make comments or giveadvice on the Companys operations with the Company expense as

necessary.

11) Appoint the Company Secretary to take care of Directors and theCompany activities such as preparing and arranging Board of

Directors Meeting together with Shareholders Meeting and also

assisting the Directors and the Company in performing their duties

as required by laws and related rules and regulations from time to time.

Moreover, the Company secretary is accountable for supporting the

Board of Directors and the Company in disclosing all information

accurately, completely, transparently, and providing in a timely manner.

12)Ensure that the Company has the code of corporate conduct, businessethics, and code of ethics as performance guidelines for directors,

executives and staff members.

13)Refrain from securities trading at least one month prior toannouncement of the Companys financial statements and at least 3

days after such announcement.

14)Report ownership of securities of their own, spouses and children inmonthly Board meeting and have to promptly report to the Company

in the following cases:

i. Direct and indirect interest with any contracts concluded by theCompany during the accounting year,

ii. Possessing of shares or debentures of the Company and itsaffiliates

15)Attend the seminar of Thai Institute of Directors Association (IOD) inthe course that related to statutory duties and legal liabilities of the

Board of Directors, namely Directors Certification Program (DCP) or


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Director Accreditation Program (DAP) in order to perform the role of

director more effectively.

16)Non-executive directors have to assess the performance of thePresident annually to evaluate the scope of work and fix appropriate

remuneration.

Meeting of the Board of Directors

1) The Board of Directors shall meet at least once a month accordingto the prearranged annual schedule. Occasional special meetings

are also allowed if needed.

2) In calling a meeting, the Chairman of the Board or any personassigned by him shall send a notice to the directors at least 14 days

prior to the date of the meeting. Where it is necessary or urgent to

preserve the rights or benefits of the Company, the chairman or any

person assigned by him may call a meeting by other methods and

may set an earlier meeting date. The management, under the

supervision of the Chairman of the Board, shall be responsible for

providing and delivering adequate and timely information of each

meeting to the Board and the Chairman has to ensure that directors

receive all related information in advance not less than 7 days

before the meeting is scheduled, in order to allow adequate time for

Board members to study the documents. In addition, the Chairman

of the Board is responsible for overseeing a record of each meeting

minutes, which must circulate to the Board members within 7 days

after each meeting, so as to ensure accuracy of the document.

3) Each meeting should be attended by not less than three-fourth of theBoard members to constitute a quorum.

4) The Chairman of the Board approves the agendas of the meetingsby consulting with the management. The management considers

requests of some directors to include other important issues in the

agenda of the following meeting.

5) The Chairman has to allocate sufficient time for the management topresent information for debate and for the Board to debate on the issue.

6) The Chairman of the Board shall preside over the meetings, beresponsible for monitoring the proceedings, and allocate sufficient


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time to each item on the agenda for the directors to discuss, express

their opinions independently, and sum up all viewpoints as well as

conclude the Board resolution.

7) In considering matters of each agenda, a director who might hasconflict of interests is not entitled to vote and must leave the meeting

during of such consideration.

8) Directors have access to and can request for information, consultationand services relevant to the companys operations from the

management as well as independent consultation from external advisors.

Evaluation

1) The Board of Directors has formulated self-assessment format atleast once a year, by undertake self-assessment in 3 formats,

namely direct self-assessment, cross assessment and group

assessment, to be framework for regular inspection of their

performance. The results of such self-assessment shall be

concluded and prepared by the management for the Board

acknowledgment and for disclosure in the annual reports as well.

2) The Board of Directors has set up standard of performance and hasundertaken regular assessment in comparison with the standard.

Remuneration

1) The Board of Directors shall receive monthly remuneration, meetingallowance, and bonus, in a rate that can constitute incentive and can

maintain qualified directors in their positions, which is a level

compatible with the practice in the industry and in relation with the

operating outcomes of the company and each director.

2) Directors being assigned with additional functions and responsibilities(Such as being appointed in Sub-Committees) receive additional

remuneration in relation with the related assignment.

3) The Board of Directors manages to include individual report ondirectors and executives remuneration, which consists of remuneration

for acting as directors in subsidiary company and associated

company, in the annual reports according to the Good Corporate

Governance Policy.


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Appointment and Dismissal of Directors

At every Annual General Meeting, directors numbering one-third of the

total number shall retire by rotation. In case the number of directors is not

a multiple of three, the number nearest to one-third shall retire and the

director who serves the longest period in the office shall retire. A retiring

director is eligible for re-election.

Apart from retirement by rotation, the directors shall vacate office upon:

1) Death;2) Resignation (effective as from the day that the Company receive the

resignation letter);

3) Loss of qualifications or disqualification under Section 68 of the PublicLimited Company Act. B.E. 1992

4) Removal by a resolution of the shareholders meeting under Section 76of the Public Limited Company Act. B.E. 1992

5) Removal by a court order

Board of Directors Composition and nomination

Documents

Transcript of Board of Directors Composition and nomination