The Company’s Board of Directors consisted of 8 members as follows:

Remarks : The Chairman and Chief Executive Officer of the Company is not the same person and there is a clear separation of duties and responsibilities between the Board and executive management. The Chairman of the Board is responsible for administering the Board of Directors to perform their duties independently under the roles, duties and responsibilities assigned. The Board is responsible for overseeing the operation of the executive management team. The Chief Executive Officer is the chief of executive management who conducts business operation according to corporate policy, objective and target.

Roles, Duties and Responsibilities of the Board of Directors

1. To act in a best interest of the Company and all shareholders (Fiduciary Duty) by observing the following four main practices:
   • To perform its duties with due diligence and care (Duty of Care).
   • To perform its duties with faithfulness and honesty (Duty of Loyalty).
   • To perform its duties in compliance with laws, objectives, Company’s Articles of Association, the resolution of the Board of Directors, and resolutions of shareholders’ meetings (Duty of Obedience).
   • To disclose information to shareholders accurately, completely, and transparently with verification and timeliness. (Duty of Disclosure).
2. To arrange an Annual General Meeting within 4 months after the end of the Company’s fiscal year. In summoning a meeting of shareholders, the Board of Directors shall send a notice of summoning of the meeting, wherein specifying the place, date, time and agenda for the meeting, as well as the matters to be proposed to the meeting in advance, within an appropriate period but not less than the period specified by related regulations.
3. To hold a Board of Directors meeting at least once every 3 months
4. To oversee and ensure that the Company maintains efficiency and accountability in its accounting system, financial reporting process, internal controls, internal audits and risk management.
5. To oversee and ensure that the Company’s balance sheet and income statement have been duly prepared with true, complete and accurate information in compliance with Financial Reporting Standards, and been audited by the Company’s auditor prior to proposal for the Shareholders’ consideration and approval.
6. To formulate visions, directions and strategies of the Company, including policies, operational plans and budget. To monitor and supervise the Management to function in accordance with such policies, and to plan and budget with efficiency and effectiveness.
7. To approve the interim dividend payment (if any)
8. To oversee and ensure that the Company has established a system and/or procedure for risk management through appropriate and sufficient risk management guidelines and measures, with regular monitoring. To ensure that the set vision, direction and strategy have been effectively brought to implementation.
9. To govern and oversee the operations of the Company and its subsidiaries to be in compliance with the Securities and Exchange Act, the Notification of Securities and Exchange Commission, and regulations of the Stock Exchange of Thailand, i.e. connected transactions, acquisition/disposition of assets, and other related laws.
10. To oversee, review and approve the business expansion plan and major investment projects as well as the entering into joint ventures with other companies as proposed by the Management.
11. To consider and approve the appointment and/or the change of the Company’s representatives to be assigned to hold office as directors and/or the Management of the Company’s subsidiaries/associated companies in relation to the shareholding proportion. The Board of Directors is also responsible for the setup of the policy and governance mechanism to monitor and supervise the management and operations of subsidiaries and associated companies in order to protect interests in the Company’s investments, in accordance with the Notification of Securities and Exchange Commission.
12. To formulate the management structure and to approve the appointment of the Executive Committee, the Chief Executive Officer and other Sub-Committees, as deemed appropriate, i.e. the Audit Committee, the Nomination Committee, the Compensation Committee, the Corporate Governance Committee and the Risk Management Committee, including the determination of the Sub-Committees’ roles and responsibilities and their remuneration.
    The delegation of authority to take the foregoing actions shall not extend to any authority in considering and approval of connected transactions or transactions that may cause conflict of interest (if any), unless otherwise the transaction is considered as a normal course of business, with normal commercial terms, or be in accordance with the policy and procedure approved by the Board of Directors in respect to the rules, conditions and guidelines specified by the Office of the Securities and Exchange Commission and other governed regulations.
    The delegation of authority must be explicit and in writing or formally recorded as the resolution of the Board of Directors meeting in the minutes, with specific role and responsibilities of the authorized person.
13. The Board of Directors may delegate certain authorities, as deemed appropriate, to a director or directors or other person to act on behalf of the Board of Directors, subject to the supervision of the Board of Directors, or delegate to such person the authorities as the Board of Directors deems appropriate and for a certain period as the Board of Directors deems appropriate, provided that the Board of Directors may cancel, revoke or amend such authorities and, that said, authorization in no way allows such authorized person to approve any transactions in which such authorized person or another person may have conflict, interest or conflicts of interest in other matters with the Company or its subsidiaries, unless otherwise the transaction is considered as a normal course of business, with normal commercial terms, or be in accordance with the policy and procedure approved by the Board of Directors in respect to the rules, conditions, regulation and guidelines of the Stock Exchange of Thailand, i.e. connected transactions, acquisition/disposition of assets and Notification of the Securities and Exchange Commission and other governed regulations.
14. To report and update the “Report on the interest of Director and Executive” to the Company, in compliance with the rules and regulations of the Office of the Securities and Exchange Commission. Directors must inform the Company of relationships or transactions with the Company, subsidiaries or associate companies in any business which may give rise to a conflict of interests. Any connected transaction with directors which may give rise to a conflict of interests with the Company must be avoided.
15. Directors and Management (including their spouse and any minor child) must not use insider information of the Company, subsidiaries or associate companies which has not yet been disclosed to the public, whether the information is derived from performing of their own duties or any other way that may have a material effect on the Company, subsidiaries or associate companies for their own benefit, or that of others with or without benefit in return. If the director knows any insider material information which has not yet been disclosed to the public and might affect the share price, that director must not disclose that information to any person and must cease from trading the Company shares for a prescribed period until after the information is publicly disclosed.
16. To set forth a corporate governance policy and code of conduct to guide directors and employees, with regular review and assessment.
17. To set out, oversee and follow up the formulation of an anti-corruption policy and practical guidelines, and to ensure that such policy and guidelines have been strictly implemented and conformed to, by communicating them effectively to all employees and suppliers.
18. To formulate a complaint handling policy and oversee to ensure that the Company has clear and proper procedure for complaint handling, including putting measures in place to protect and maintain the confidentiality of the complainants.
19. To appoint the Company Secretary to assist and administer certain activities of the Company and the Board, such as the Board of Directors’ meeting, and shareholders’ meetings. The Company Secretary shall also advise the Company and the Board on their compliance with requisite duties to applicable rules and regulations, and shall ensure the accurate, complete, transparent and timely disclosure of information by the Company and the directors.

Roles, duties and responsibilities of the Chairman

1. Oversee the Management’s performance, guide and advice. However, the Chairman must not take part in or interfere with day-to-day management, which is the duty of the Top Executive under the authority delegated by the Board.
2. Chair Board Meetings and Shareholders Meetings fairly.
3. Encourage participants to exercise their voting rights and strictly comply with good Corporate Governance principles.