Corporate Governance
Corporate Governance
Chapter 5 Responsibilities of the Board

Authorized directors consist of two directors shall be empowered to jointly sign and affix Company seal or one director is authorized to sign and seal of the company only for the following matters.

  • Submission of documents and undertaking any work with the Ministry of Commerce and the government agencies under the supervision of the Ministry of Commerce
  • Submission of documents and undertaking any work with the Ministry of Labor and the government agencies under the supervision of the Ministry of Labor.
  • Submission of documents and undertaking any work with the Revenue Department and the government agencies under the supervision of the Revenue Department
  • Submission of documents and undertaking any work with the Ministry of Interior and the government agencies under the supervision of the Ministry of Interior.
  • Submission of documents and undertaking any work with Bangkok Metropolitan Administration and the government agencies under the supervision of Bangkok Metropolitan Administration.
  • Submission of documents and lodging a complaint to file the case of missing property of the company with the police officers.
  • Undertaking and contact with any government agency or state enterprise or private organization related to the services for running water, electricity, telephone, mail and internet to apply for permission, transfer of ownership and accept the transfer of ownership, to pledge or accept the return of deposit, to transfer and accept the transfer of deposit related to running water, electricity, telephone, mail and internet.

Board Elements

  1. The Board of Directors consists totally of not less than 9 persons with qualifications as required by law and the Articles of Association of the Company.
  2. Chairman of the Board must be independent directors.
  3. The Board of Directors consists of not less than 4 independent directors with the following qualifications:
    1. Independent directors shall hold office for a period of not more than 9 years (in the case that the company is unable to find independent directors with qualifications, knowledge and ability to be equal to the former director, such director will be allowed to hold the position for more than 9 years)
    2. Holding no more than 1 percent of the total shares with voting rights in the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person.
    3. Having had no managerial participation; being not an employee, staff, regularly paid advisor, person providing professional service to the Company, such as auditor or lawyer, or a person empowered to control the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person, without aforesaid interests or conflicts of interests for a period of not less than 2 years.
    4. Having no business relationships, interests, conflicts of interests, directly or indirectly, in finance and management, and being not a customer, partner, raw materials supplier, trade creditor/debtor, loan creditor/debtor of the Company, its group companies, associated companies, subsidiaries, or being a potentially conflicting person which could lead to lack of independence.
    5. Being not a close relative of the management or major shareholders of the Company, its group companies, associated companies, subsidiaries, or a potentially conflicting person and not appointed as its fiduciary representative.
  4. Appointment of directors is in accordance with a specifically included agenda focusing on transparency and clearness. Nominating a candidate should be made along with an adequate provision of his/her background information and details for the benefit of selection.
  5. Backgrounds of all directors are publicly disclosed thoroughly and each time of director change.
  6. Board Chairman is not a chairman or member of any sub-committees in order to leave their undertakings independent.
  7. Board of Directors have to arrange a meeting on a regularly basis at least seven a year.
  8. Sub-committees have to arrange a meeting on a regularly basis at least two a year.
  9. Directors of the company and the non-management directors have jointly met with the auditor of the company without participation of the management regularly at least 4 times a year.
  10. The independent board meeting shall be held without the management team attending the meeting, at least one time per year.
  11. The number of directors attending the meeting and making any resolution is required to be at least half of the total number of the directors and the resolution is required to be approved by the majority vote.

Board Qualifications

  1. Board qualifications must not be contrary to the Public Limited Companies Act.
  2. Having leadership, broad vision, virtue, ethic, and good record of employment.
  3. Having interest in the Company’s business and being able to provide adequate dedication.
  4. Directors must be nominated by the Recruitment and Compensation Committee and appointed by the shareholders’ meeting.
  5. Neither conducting nor participating in any businesses of the same conditions and competing with Company business, whether for personal or others’ gain.
  6. The director is not allowed to take the directorship more than 5 companies.

Roles, Duties and Responsibilities of Board Chairman

  1. To act as the leader of the Board of Director, control, follow up and manage the Board of Directors, committees and subcommittees to ensure attainment of objectives as planned.
  2. To chair the Board Meetings and Shareholders Meetings.
  3. To cast a ruling vote at the Board Meeting in case of a tie vote.

Roles, Duties and Responsibilities of Board of Directors

  1. Perform duties in compliance with laws, the objects, Articles of Association, and shareholders meeting resolutions with honesty and integrity, Company interests carefully maintained, and responsibility toward the shareholders.
  2. Define policies and operational direction of the Company and supervise to ensure that managerial implementations are effective and efficient based on the policies under good corporate governance and toward the best interest of the Company and its shareholders.
  3. Provide the Company with an effective and reliable accounting system, financial reporting, internal control and internal audit.
  4. Participate in risk management implementation by providing a guideline and suitably adequate risk management measure regularly monitored.
  5. Regulate to ensure that all stakeholder parties are treated ethically and equitably by the management team.
  6. Independent directors are ready to use their own discretion independently in their consideration of strategy determination plan, management, resources use, director appointment, and operational standard establishment so as to raise highest the economic value for the Company and its shareholders.
  7. The good governance policy, including vision, mission and strategy of the company in the preceding years, is required to be reviewed and approved consistently.
  8. The work is to follow up and monitor the implementation of the company’s strategy. In the board meeting, in every quarter, the Board follows the management’s performance, by specifying the performance report and the operating results of the company, especially the goals of performance and financial goals and the plan is in accordance with the strategy which is laid down.
  9. Make available a Company secretary to assist in implementing several board activities, such as Board and shareholders meeting, give the Board and Company advices about their personal performance and carrying out in compliance with applicable laws and ordinance on a regular basis, and ensure proper disclosure by the Board and Company of data and information.
  10. Provide as guidelines for internal performance, provisions about the Code of Conduct and business ethics, and ethics for directors, executives and staff.
  11. Stop trading securities at least 1 month prior to a news release of financial statements and at least 3 days subsequent to such release.
  12. Report securities holding by them, their spouses and children of an illegal age to a Board meeting at every occurrence of change, and to the Company without delay on the following cases:
    1. Having a conflict of interest, directly or indirectly, in any contract executed by the Company during a financial year.
    2. Holding stocks, debentures or preference shares of the Company and its group companies.
  13. To assess themselves annually to ensure that they properly take control and perform their tasks well enough. The assessment shall be used for management improvement. The assessment shall be done on the SEC form adapted by the company in line with the company’s Board of Directors. The assessment results shall be reported to the Board of Directors for use by the management.

Authority of the Board of Directors

  1. Appoint, remove, or give power to advisors of the Board of Directors, several committees and Managing Director to perform the work
  2. Consult with experts or the consultant of the company, or to hire a consultant or external expert in case of necessity, with the expense of the company
  3. Approve borrowing for use as working capital of the company, in the amount exceeding the authority of the Executive Committee
  4. Approval of receiving or canceling credit lines in the amount exceeding the authority of the Executive Committee
  5. Approve lending to companies that have business relationships with the company as a shareholder or companies that conduct business with each other or other companies in the amount exceeding the authority of the Executive Committee
  6. Approve the guarantee of credit facilities for companies that have business relationships with the company, as a shareholder or companies that conduct business with each other or other companies in the amount exceeding the authority of the Executive Committee
  7. Approve the establishment, merger or dissolution of subsidiaries
  8. Approve investment, selling investments in ordinary shares and/or any other securities in the amount exceeding the authority of the Executive Committee
  9. Approve the procurement and investment in fixed assets in the amount exceeding the authority of the Executive Committee
  10. Approve the disposal of fixed assets in the amount exceeding the authority of the Executive Committee
  11. Approve the adjustment of the condition, destruction, amortization of fixed assets and/or intangible assets that are discontinued, damaged, lost, destroyed, deteriorated, obsolete or those unable to be used, it will have value in the accounting value (cost) in the amount that exceeds the authority of the Executive Committee
  12. Approve compromise, settlement of disputes by arbitration, grievances, prosecution and/or any proceedings in the name of the company for non-commercial matters and/or in the normal course of business that has the capital in the amount exceeding the authority of the Executive Committee
  13. Approve the transaction that is not normal for the business in the amount exceeding the authority of the Executive Committee
  14. Propose capital increase or decrease in capital or change in the value of shares, amendments to the memorandum of association, articles of association and / or objectives of the company to the shareholders
  15. Authorize the management, executives, or employees of the company or any other person who is a representative
  16. Having the power to invite the management, executives, or related employees of the company to explain, give opinion, join in the meeting and to send documents as the Board deems that it is related or necessary.
  17. Appoint and withdraw the secretary of the company.
  18. All such above authority to operate the work of executive committee relating with acquiring or distributing assets or related transactions; it shall be done according to the notice of capital market supervision committee.

Roles, Duties and Responsibilities of the President and CEO

  1. To adopt business policies and strategies; to set targets and allocate annual budgets for the Company and affiliates for approval by the Board of Directors.
  2. To operate business according to the business policies and strategies; to attain the targets with the annual budgets allocated for the Company and affiliates and approved by the Board of Directors.
  3. To report results of operation of the company and affiliates monthly and quarterly for comparison with the plan and budget for acknowledgement and suggestions by the Board of Directors.
  4. To approve payment up to 5 million Baht at a time, subject to reporting such payment to the Board of Directors.
  5. To approve investment not exceeding 50 million Baht in a project related to the company’s core business with IRR Project not less than 15%; any project investment – such as maintenance, efficiency increase and replacement of machinery -- that do not meet the above criteria should be submitted to the Board of Directors for approval.
  6. To approve reorganization of sections or lower units.
  7. To perform other tasks assigned by the Board of Directors.
    The authority of the President and CEO does not include (must not be in conflict with the rules of the SEC) approval of transactions which create conflict of interests of the President and CEO, other stakeholders, the company or affiliates or the intercompany transactions, sale of the assets of the company or affiliates which requires approval of the Board Meeting or Shareholders Meeting.
  8. To comply with the purchase regulations adopted on 1 March 2006.
  9. The director is not allowed to take the directorship more than 3 companies.
  10. To prepare and make disclosure of shareholding and change in shareholding in his securities and forward contracts, his spouse or those living like a spouse and underage children to the board of directors of the company.

In the year 2018, the Company evaluated each committee, individuals, president (CEO)

With the process of evaluating as follows:

  1. Conduct an assessment of work performance at least once a year
  2. Internal auditors summarize and present performance assessment results of all sub-committees individually and the President (CEO). This includes assessment of compliance with good corporate governance principles to the Audit Committee to consider the evaluation results and development guidelines to improve operational effectiveness
  3. Audit Committee proposes evaluation results and improvement guidelines to increase operational effectiveness of all directors to the Board of Directors

Assessment form of the Board of Directors, having the following topics of assessment:

  1. Structure and qualifications of directors
  2. Roles, duties and responsibilities of directors
  3. Meeting of Directors
  4. Directors’ duties
  5. Relationship with directors and executives
  6. Self-development of directors

Assessment form of the Executive Committee, having the following topics of assessment:

  1. Structure and qualifications of executives
  2. Roles, duties and responsibilities of executives
  3. Executive meeting
  4. Executive duties
  5. Relationship with the directors of the company
  6. Self-development of the executives

Assessment form of each sub-committee with the following topics of assessment:

  1. The structure and qualifications of the Board of Directors are appropriate, making the work of the Board effective
  2. The sub-committee meeting was carried out so that the Board can perform the duty in the meeting effectively
  3. Roles, duties and responsibilities of the Board of Directors in each set has focused the importance, takes time to consider, review and follow the following matters sufficiently:

Assessment form of Each Person in the Board with the following topics of assessment:

  1. Structure and qualifications of the Board of Directors
  2. Meetings of the Board
  3. Roles, duties and responsibilities of the Board of Directors

Assessment Form of the Chief Executive Officer (CEO) with the following topics of assessment:

  1. Leadership
  2. Strategy determination
  3. Compliance with the strategy
  4. Financial planning and performance
  5. Relationship with the Board of Directors and the Executive Committee
  6. External relations
  7. Management and relationship with the personnel of the company
  8. Succession of positions
  9. Knowledge of products and services
  10. Personal features
  11. CEO development

Improvement of Directors and Executives

The Board of Directors encourage the training and education of directors and executives to provide ongoing operational improvements, such as holding meetings between the directors and high level executives so that they can exchange ideas with each other; make plan for the development of President, Executive Vice President  and Vice President to ensure that they are competent enough to perform the following duties.

  1. The Board of Directors shall make plan for the increase of the executives’ potential, replacement of executives such as President and CEO and Senior Executive Vice President or his deputy.
  2. The Recruitment and Remuneration Fixing Committee shall set forth the competency of each executive to ensure engagement of persons with the right qualifications for any vacant positions.
  3. To assign the Deputy Senior Executive Vice President: Administration Group the task of overseeing the training and development of knowledge and skills of the new President and CEO.
  4. The President shall report the results of the operation and development according to the leadership development program to the Recruitment and Remuneration Fixing Committee twice a year.
  5. The Recruitment and Remuneration Fixing Committee shall regularly review and summarize the plan for the replacement of President and Senior Executive Vice President and submit a report to the Board of Directors twice a year.

Development Courses for Directors

The board of directors has a policy to promote continued development of the directors and to encourage participation of the directors in the training courses prepared for the directors as much as possible.  Every director of the company is required to pass the training course related to duties to be performed by the directors and the executives of the company.  In 2018 the directors, the general managing director and the chairman of the chief executive officer have been through the training courses for more knowledge and understanding in the following matters.

  1. Curriculum of Development for Making of Sustainability Report according to GRI Framework, organized by Thaipat Institute, Rural Restoration Foundation of Thailand under the Royal Patronage
  2. CGE 10/201 curriculum, organized by Thai Company Director Promotion Association
  3. “Digital Social Innovation 2018” course, organized by Ministry of Digital Economy and Society, holding with Thai Information Technology Industry Association
  4. DCP 268/201 course, organized by Thai Company Director Promotion Association
  5. Risk Management and International Program, organized by Thai Listed Companies Association

The Executive Committee 

The Duty and Authority of the Executive Committee 

The Executive Committee is to establish policy, guideline, strategy, and core management structure to operate the business of the company corresponding and supportive to the economic environment and competition as announced at the General Shareholders’ Meeting. The Executive Committee is to report to the Board of Directors for approval its business plan, budget, and delegation of authority, to enable the Board to follow-up on the policy, the efficient conduct of the company’s business, and the operating results according to the approved business plan.  The Committee is to engage in financial transaction with financial institution and perform other matters as assigned by the Board of Directors.

Quorum of the meeting of the board of directors to pass a resolution

The policy of the company is that the resolution of the board of directors is required to be passed by the meeting of the board of directors attended by at least two-thirds of the total directors.

Company Secretary

Roles, Duties and Responsibilities of the company secretary

  1. To advise the directors on legal matters, related rules and regulations.
  2. To ensure that the company complies with the law, articles of association, regulations and good governance practice.
  3. To hold meetings as required by law and articles of association; to make and keep director registration, invitations to Board Meetings, annual reports, invitations to shareholders meetings and minutes of shareholders meetings; to ensure compliance with the resolutions of Board Meetings and Shareholders Meetings.
  4. To ensure disclosure of information to regulatory agencies.
  5. To contact and communicate with shareholders and regulatory agencies concerned.
  6. To provide information on training courses for directors for the benefit of their duty performance.
  7. To perform other duties assigned by the Board of Directors.

Secretary’s Profile

Mr. Anek Srituptim is the Secretary of the company.  See profile on page 58 of the annual report.

Sub-committees

The company has established a Sub-Committee, Audit Committee, The Recruitment and Compensation Committee, Corporate Governance, Risk Management Committee and Social responsibility and sustainable development Committee as follows:-

Audit Committee

The audit committee has been appointed since March 2, 2004 with the term in the office of 3 years and the audit committee is required to arrange a meeting and make a report to the board of directors of the company.

The Audit Committee must consist of not less than 3 independent directors, at least one being knowledgeable and experienced in financial review.

Mr. Somkual Musig – In an experience in the financial statements. The Bachelor of Business Administration (Accounting) from Thammasat University.

Roles, Duties and Responsibilities of Audit Committee

  1. Review to ensure proper financial reporting and adequate disclosure by coordinating with an auditor from outside, with the management being responsible for producing financial reports both quarterly and annually. The Audit Committee might suggest the auditor to review or audit any transactions deemed necessary and important during an audit.
  2. Review to ensure the halving of a suitably efficient internal control and internal audit, jointly with external and internal auditors.
  3. Review to ensure that Company performance conforms to the law on securities and stock exchange, Stock Exchange’s requirements, or laws related to securities business.
  4. Consider, select and nominate for appointment, a Company auditor and propose auditor emolument with regard to credibility, resourcefulness and amount of audit works of such auditing firm, including the experience of the person designated for auditing.
  5. To disengage auditor who fails to accomplish to tasks.
  6. To recruit and nominate the auditor who will conduct audit as assigned; to have the power to disengage the auditor who fails to accomplish the tasks.
  7. Consider the Company’s disclosure in the event of party-related transactions or those potentially with conflicts of interests to ensure accuracy and completeness and consider approving such transactions for further proposing to the Board’s and/or shareholders’ meeting.
  8. Carry out anything else as designated by the Board of Directors and agreed to by the Audit Committee, such as review of financial management and risk management, review of adherence by executives to the Code of Conduct, joint review with the management of important reports legally required to be presented to the public such as executive reports and analysis, etc.
  9. Produce and disclose an Audit Committee activity report in the Company’s annual report, which is signed by the Chairman of Audit Committee and should consist of the following particulars:
    1. Opinion toward the accuracy, completeness and reliability of the production process and disclosure of financial reports.
    2. Opinion toward the adequacy of the internal control.
    3. Decent reason justifying the appointment of the auditor for another term.
    4. Opinion toward compliance with the law on securities and stock exchange, Stock Exchange requirements, and laws related to Company business.
  10. Any other reports that in its opinion should be known by the shareholders and general investors, under the scope of duties and responsibilities assigned by the Board of Directors.
  11. Report the Audit Committee’s performance to the Board of Directors at least 4 times a year.
  12. Arrange a meeting between the Audit Committee and the external auditor at least 4 times a year.

The Recruitment and Compensation Committee

Roles, Duties and Responsibilities of the Recruitment and Compensation Committee

  1. Review and establish qualification and recruit individuals for the positions of
    • company director and submit to the Board for appointment consideration at the General Shareholders’ Meeting
    • executive committee member and submit to the Board for appointment consideration
  2. Establish criteria for compensation to directors, managing director, and submit to the Board for approval consideration at the General Shareholders’ Meeting
  3. Conduct other matters as assigned by the Board of Directors.
  4. To  recruit and select the persons to become the directors and chairman of the executives at the expiry of the term or when there is any vacancy or the other executive post assigned by the board of directors.
  5. To provide recommendation on method to evaluate the performance of the directors and the board of directors to the board of directors.
  6. To review and suggest any correction to scope, duty and responsibility of the recruitment committee in compliance with the conditions.
  7. Other works assigned by the board of directors.

Directors with diversity of background

The Selection Committee is required to arrange the requirements on selection of the directors and to determine the procedure related to diversity of the other qualifications of the entire board such as directors from various group of stakeholders and educational background, age, gender, etc.

In addition, the Selection Committee will look into the schedule of the directors whose term is about to expire to determine the skill and competency that the new directors recruited should have to replace the missing skill and competency. There are three categories of competency.

  1. Knowledge directly involving with construction business, construction business background and engineering education
  2. Knowledge and experience related with construction business, organization management, human resource management and administration in government agencies.
  3. Specific knowledge and experience such as related laws, rules and regulations related to the business undertaken, accounting and finance, understanding in financial statements, accounting standards or being an audit committee of the listed company and knowledge in communication and information technology.

Orientation for new directors

The director who is newly appointed a director of the company will be provided with an orientation for new directors to provide information on duties and businesses of the company, introduction to duties of each executive and rules and regulations, requirements of SEC and other related laws.

Risk Management Committee

The Board of Directors has appointed a new Risk Management Committee on 12 November 2018 to determine the risk management policy in the management of the company, to be in accordance with the company’s management policy and strategy including evaluating the result of risks which may occur in order to report to the Board of Directors.

In risk management,the Board of Directors has monitored and acknowledged the risk managemen plan of the Company from the management’s report in reporting the performance of the Board of Directors every time and acknowledges from the report of the Corporate Governance Committee and Risk Management Committee which the company has determined and assessed the risks of the business. There is determination of measures to protect and risk management system which is effective, covering the entire organization.

Risk administration and management policies

  1. The Board of Directors, executives, all employees and all working units are the owners of risk, are responsible for conducting assessments, monitoring and supporting the effective risk management process.
  2. All working units of the company must have a risk administration and management process, as well as systematic and continuous evaluation and follow-up, by having to constantly improve the process to suit business changes at least once a year.
  3. Determine the risk assessment as part of the annual plan of all parties, by considering all risks covering the entire organization, by taking into account both internal and external risk factors, including determining appropriate risk management.
  4. The Corporate Governance Committee and Risk Management Committee is responsible for evaluating risk management and proposing opinion to the Board of Directors.
  5. Create a organization culture for mutual understanding and awareness of risks, create body of knowledge base, so that employees at all levels can research information, exchange experiences which will lead to the development and improvement of the risk management process to be an effective mechanism for strategic management

Roles, Duties and Responsibilities of the risk management committee

  1. To formulate a policy on risk management covering various risk management for consideration by the board of directors
  2. To follow up the risk management since the commencement of the process to identify the risk and to analyze, assess, monitor and report the risk management systematically
  3. To advise internal units in the organization with the risk management process and to monitor and assess the outcome consistently
  4. To prepare a report to the audit committee on the improvements needed in compliance with the policy and strategy of the company

Corporate Governance, Social responsibility and sustainable development Committee

Roles, duties of the committee on Corporate Governance, social responsibility and sustainable development

Corporate Governance

  1. To determine policies and to arrange corporate governance manual of the company and to prepare the business ethics manual for submission to the board of directors for approval on practice  by every level of the employees.
  2. To supervise strict and continuous compliance with corporate governance manual and business ethics manual.
  3. To make an assessment and review related to policies, directions, guidelines or practices on international corporate governance.
  4. To monitor movement, trend and comparison with leading companies on good corporate governance for better improvement.
  5. To provide suggestion to the company, the board of directors, the management and working group on matters related to good corporate governance.
  6. To prepare and submit a report on compliance with the good corporate governance policy to the board of directors immediately on matters with significant impacts on the company.
  7. Disclosure on information related to good corporate governance in the website of the company and the annual report to all stakeholders for acknowledgement.

Social responsibility and sustainable development

  1. To arrange and submit the policy and tendency of social responsibility and sustainable development to the board of directors of the company for approval.
  2. To provide assistance to the work on social responsibility and sustainable development with attendance to the meeting and guidelines on the operations and periodic monitoring with the time frame provided.
  3. To screen the operating plan, annual budget and inquire about the performance on social responsibility and to make a report to the board of directors.
  4. To examine and assess the performance on social responsibility and sustainable development and provide recommendations for development and report to the board of directors at least once a year on sustainable development with disclosure to the public.
  5. To appoint a subcommittee on social responsibility and sustainable development as deemed suitable.