Page 62 - TICON Industrial Connection Public Company Limited : : Annual Report 2014 EN
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Message from the Report of the Report of the Company
Chairman Audit Committee on Risk Management Com- Financial Factory/ Social Board of Directors General Overview of Nature of
of the Board Corporate Governance mittee Highlights Warehouse Responsibilities and Management Information Business Business
The Company Secretary is responsible for arranging the meetings, preparing agendas and
supporting documents, circulating agendas and recording all the proceedings in the minutes
with all significant details and opinions within 14 days from the meeting date, filing all relevant
documents properly and providing the Board with any advice regarding rules and regulations
relating to meetings agendas.
The Board of Directors plays a significant role in the following areas so as to encourage the
Company to participate in good corporate governance.
At the beginning of the year, the Board of Directors will consider determining the
Company s business strategy and operation targets as well as review the management
performance for the previous year. Performance against target will be reviewed, with a view
to optimizing future business policy and set appropriate targets for the following year.
To encourage the effectiveness of the Board s operation, a review of the Boards
performance, as well as an analysis of any problems and obstacles during the previous
year, will help the Board optimize its performance. The Board, therefore, conduct a self
assessment every year.
The Board of Directors will propose the basis of directors compensation, initially proposed
by the Compensation Committee, to shareholders for approval. To date, the said
compensation has been approved by the shareholders, after taking into consideration the
duty and responsibility of the directors. The Chairman of the Board has been paid a higher
compensation. Directors who are assigned additional responsibility, such as servicing as
members of the Audit Committee, have been paid appropriately more compensation.
The compensation paid to the directors and Audit Committee s members in year 2014 is
disclosed in the topic of Compensation for directors and management .
To encourage efficiency and prudence of business management, the Board of Directors
has determined duties and responsibilities of directors and management regarding financial
authorization. The amount of such authorization has been determined in regard to the
purchase/lease of assets, disposal/lease out of assets, as well as signing of loan
agreements with financial institutions. The Company has already informed the directors,
Audit Committee members, management and relevant employees concerning such
authorization.
The Board of Directors and Audit Committee have regularly monitored and acknowledged
all connected transactions and transactions which might lead to any conflicts of interests.
The appropriateness of the said transactions has been prudently considered on an arm s
length basis, and any director who has a conflict of interest has no voting right in such
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Annual Report 2014
