Board of Directors
|1.||Mr. Bancha Thanprakorn||Chairman/Independent director|
|2.||Mr. Thomas Prentice Thomson||Director|
|3.||Mrs. Chompan Kulnides||Independent director|
|4.||Mr. Nat Uawithaya||Independent director|
|5.||Mr. Piyapadh Vana-ukrit||Director|
|6.||Miss Songvilai Jiraphothong||Chair of Audit Committee/Independent director|
The scope of authority of the Board of Directors is as follows: –
Charter of the Board of Directors
• The Board of Directors of the company consists of not less than five (5) directors and no less than half of the directors. All directors must have a residence in the Kingdom of Thailand. There must be a director who is of Thai nationality according to the ratio prescribed by the Insurance Act.
• The Board of Directors shall elect one director to be the chairman. In the case where the Board deems it appropriate, one or more directors may be elected as vice chairmen. The Vice Chairman is responsible for the regulations of the affairs assigned by the Chairman.
• The meeting of shareholders shall elect the directors in accordance with the following rules and procedures:
• At every Annual General Meeting, directors must retire at least one third (1/3). If the number of directors cannot be divided into three parts, the number nearest to one- third (1/3) of the directors must be retired in the first year. In the second year after the registration of the company, the lottery [of names] shall be drawn up. In subsequent years, the longest directors shall retire. A retiring director may be re-elected.
• In addition to termination of office, directors may vacate office with the following factors.
• Any director wishing to resign shall submit a letter to the company. Resignation is effective from the date the letter is issued to the company. A resigned member under paragraph one shall notify his resignation to the Registrar in accordance with the law governing public limited companies.
• If the position of the director is vacant for reasons other than the expiration of the term, the Board of Directors may elect a qualified person who does not obtain prohibited character to be a director for the next Board meeting, except for a term of less than two (2) months, such person shall possess the position for the remaining term of the director who is replaced by such person. The resolution of the committee under paragraph one shall consist of votes of not less than three quarters (3/4) of the remaining directors.
• In the event that the Board of Directors vacates office , the retiring board shall remain in office only for the conduct of the business of the company until the new board is in office, unless the court orders otherwise. If the board vacates office under a court order, the Board of Directors shall hold a shareholder meeting for the election of new board within one (1) month from the date of retirement. The notice of the meeting shall be sent to shareholders no less than fourteen (14) days prior to the date of the meeting. The announcement in the newspaper is not less than three (3) days before the meeting by advertising for a period of three (3) consecutive days.
• The Board is responsible and manage all activities of the company. It has the power to act within the scope of law, objectives, regulations of the company and according to the resolutionof the shareholders’ meeting. The Board may delegate one or more persons to perform any act on behalf of the director.
• The Board of Directors must meet at least three (3) consecutive months. The Board of Directors ‘s meeting shall be held in the area where the headquarters of the company located or neighbouring provinces
• To call a meeting of the Board of Directors, the Chairman or assigned person send a letter notify the meeting to directors (7) days prior to the date of the meeting. Unless in case of urgent need to maintain the rights or benefits of the Company, the meeting shall be notified by other means and the meeting date is set sooner than that. In cases where two (2) or more directors request a meeting of the Board of Directors, the Chairman shall fix the date of the meeting within fourteen (14) days from the date of such request
• The meeting must consist of not less than one half of the total number of directors to constitute a quorum. In case the Chairman is absent from the meeting or cannot perform the duty, if there is a vice chairman, the vice chairman shall act as the chairman. If there is no the Vice chairman, the directors who are present at the meeting shall elect one of them to preside over the meeting. The decision of the meeting shall be taken by the majority of votes. One director is eligible to one vote. Directors who have interests in any matter shall not vote on such matter. In case of equal votes, the chairman of the meeting shall have a casting vote.
• Directors are prohibited from doing business with the same conditions and compete with the company or a partnership in an ordinary partnership or a partnership not limited to liability in limited partnership or a director of a private company or any other entity that conducts business of the same nature and compete with the company whether it will be done for their own benefit or for the benefit of others, unless it is notified to the shareholders’ meeting prior to the appointment.
• Directors must notify the company without delay if there is any conflict of interest in the contract that the company makes, directly or indirectly or hold shares or debentures increased or decreased in the company or affiliated companies.
• Directors are entitled to receive remuneration from the company in the form of meeting allowances, bonuses, or other benefits according to the consideration of the shareholders’ meeting. The meeting may fix certain amount or principles which is scheduled periodically, or it will take effect until it changes. In addition, directors may receive the allowance and welfare of the company. The provisions of the preceding paragraph shall not affect the rights of staff members and employees of the company who is elected as a director in order to receive remuneration and benefits as a staff or employee of the company.
• Numbers or names of the authorized directors to sign for the company – there must be two directors jointly sign and the company’s seal. The meeting of shareholders or the Board of Directors is authorized to determine the list of authorized directors.