Sustainability Governance Structure
Sustainability Governance Structure
The group has two committees, consisting of the Board of Directors and the Executive Committee. The details of the committees are as follows
Board of Directors
Supervise the business operations to ensure ethical conduct, such as establishing corporate governance policies and business ethics handbooks for directors, executives, and employees, as well as disclosing, requiring compliance, and monitoring adherence.
1
Perform duties with responsibility, care, and honesty, and in compliance with laws, the company’s objectives, articles of association, and shareholders’ meeting resolutions, except for matters requiring prior approval from the shareholders’ meeting, such as those mandated by law, related party transactions, and Sustainability Working GroupExecutive CommitteeBoard of Directors significant asset acquisitions or disposals according to the regulations of the Stock Exchange of Thailand or other government agencies.
2
Supervise the business operations to ensure ethical conduct, such as establishing corporate governance policies and business ethics handbooks for directors, executives, and employees of the company, as well as disclosing, requiring compliance, and monitoring adherence.
3
Consider and approve business policies, goals, operational plans, business strategies, and annual budgets of the company, and regularly review and reassess the appropriateness of various policies annually.
4
Consider and approve the appointment of qualified persons without prohibited characteristics as stipulated in the Public Limited Companies Act B.E. 2535 (1992) (and its amendments), the Securities and Exchange Act of Thailand, and related announcements, rules, and/or regulations, to serve as directors in case of a vacancy due to reasons other than retirement by rotation.
5
Consider appointing independent directors by reviewing their qualifications and prohibited characteristics according to the Securities and Exchange Act, Capital Market Supervisory Board announcements, and the relevant rules and regulations of the Stock Exchange of Thailand, or propose them to the shareholders’ meeting for appointment as independent directors of the company, based on recommendations from the Nomination and Remuneration Committee.
6
Consider appointing the Audit Committee members who meet the qualifications set forth in the Securities and Exchange Act, Capital Market Supervisory Board announcements, and relevant rules and regulations of the Stock Exchange of Thailand, based on recommendations from the Nomination and Remuneration Committee.
7
Consider appointing the Executive Committee members selected from the company’s directors, executives, or external persons, and define the scope, authority, duties, and responsibilities of the Executive Committee, based on recommendations from the Nomination and Remuneration Committee.
8
Consider appointing other subcommittees to assist in the duties of the Board of Directors.
9
Consider setting and amending the name(s) of the authorized directors who can bind the company.
10
Appoint any other person to carry out the company’s business under the control of the Board of Directors or delegate authority to such persons as deemed appropriate by the Board, which may revoke, cancel, amend, or change such authority.
11
Consider and approve asset acquisition or disposal transactions of the company or its subsidiaries, investment in new businesses, and any operations unless such transactions require approval from the shareholders’ meeting. Such approvals shall comply with the Securities and Exchange Act, Capital Market Supervisory Board announcements, and/or the rules and regulations of the Stock Exchange of Thailand.
12
Consider and approve related party transactions unless such transactions require approval from the shareholders’ meeting. Such approvals shall comply with the Securities and Exchange Act, Capital Market Supervisory Board announcements, and/or the rules andregulations of the Stock Exchange of Thailand.
13
Consider and approve interim dividend payments to shareholders when it is deemed that the company has sufficient profit to do so, and report such payments to the next shareholders’ meeting.
14
Ensure the preparation of the financial statements at the end of the company’s fiscal year, audited by the auditor, to present to the annual general meeting of shareholders for approval.
15
Ensure the preparation of the financial statements at the end of each quarter, reviewed by the auditor. Perform any other business-related duties as assigned by the shareholders.
Executive Committee
1
Set policies, goals, strategies, operational plans, annual budgets, and various management authorities of the company for submission to the Board of Directors for approval.
2
Control and oversee the company’s operations to ensure alignment with the objectives, regulations, rules, instructions, policies, goals, strategies, operational plans, and annual budgets approved by the Board of Directors, Board resolutions, and/or shareholders’ resolutions, to be carried out efficiently and conducive to the business condition. Provide management advice to senior executives and approve the appointment of necessary advisors within the approved budget framework from the Board of Directors.
3
Consider and approve normal business operations and transactions of the company and its subsidiaries, including investment expenditures, financial transactions with financial institutions such as account openings, loans, pledges, guarantees, and others, including land purchases/sales or registrations of land ownership for normal business transactions of the company and its subsidiaries, within the approved financial authority limits and/or as per the Table of Authority set by the Board of Directors.
4
Determine the organizational structure of the company at the executive level and effective management, covering recruitment, training, hiring, and termination of the company’s executives or senior executives. The authority may be delegated to the Chief Executive Officer, Chief Officer, Managing Director, Deputy Managing Director, or Assistant Managing Director of the company to act on behalf of the company in signing employment contracts.
5
Supervise and approve matters related to the company’s operations and may appoint or assign any individual or multiple individuals to act on behalf of the Executive Committee as deemed appropriate. The Executive Committee may revoke, change, or amend such authority.
6
Review and provide opinions on matters that require approval from the Board of Directors, except for any activities delegated to other subcommittees by the Board of Directors.
7
Consider proposing company employees to act as secretaries upon approval by the Executive Committee.
8
Perform any other duties assigned by the Board of Directors.
However, the delegation of authority and responsibilities of the Executive Committee shall not constitute a delegation or sub-delegation of authority that allows the Executive Committee or any person authorized by it to approve any transaction in which they, or any person with a potential conflict of interest (as defined by the Securities and Exchange Commission’s announcements), have any interest or may benefit, or have any other conflict of interest with the company or its subsidiaries. The approval of such transactions must be presented to the Board of Directors and/or the shareholders of the subsidiary, as applicable. Exceptions are for transactions conducted under normal business terms, with clearly defined conditions and in accordance with policies and criteria approved by the shareholders’ meeting or the Board of Directors.
Sustainability Working Group
The group recognizes that business operations must take into account environmental and social matters together with good governance to drive business toward sustainability. Additionally, the Stock Exchange of Thailand has encouraged listed companies to operate sustainably, with Environmental, Social, and Governance (ESG) considerations being part of business operations. Therefore, the company has appointed a Sustainability (ESG) Task Force to integrate sustainable organizational management in accordance with international standards. The roles and responsibilities of the Sustainability Task Force are as follows
1
Determine appropriate sustainability approaches and operational plans in alignment with company policies.
2
Supervise, monitor, and review sustainable development operations, push for practical implementation, and encourage participation in various projects under the sustainability development framework with relevant internal and external departments.
3
Create a culture of sustainable development and communicate this to directors, executives, employees at all levels, external service providers, and all stakeholders to ensure understanding and awareness of sustainability development.
4
Report on sustainable development performance and prepare sustainability development reports to present to the Executive Committee.
