Policy for Taking a Position in the Listed Company and the Subsidiaries which is not a Listed Company
Board members or senior executives who have a direct or indirect interest in any other business activities that may conflict with the company's operations or who may exploit internal company opportunities/information for personal gain must act in accordance with the criteria, conditions, and procedures prescribed for related transactions and the acquisition or disposal of significant company assets of the listed company, as specified in the notifications issued by the Securities and Exchange Commission (SEC), Capital Market Supervisory Board (CMSB), Stock Exchange of Thailand (SET), and other relevant authorities. In practice, the chairman of the board must not exercise authority on behalf of the board without prior knowledge and approval from the board members.
Guidelines
Directors
- For the Board of Directors, a term on duty shall be 3 years tenure. During every Annual General Shareholders’ Meeting, a-third of Board members at that time must retire by rotation. If the number of directors cannot be indivisible by 3, the closest number to a-third shall be used. The retired directors during the first and second years will be selected by taking draws. For the following years, the directors who are in the longest position shall be retired. The retired directors may be re-appointed to the positions.
- For Independent Committee, a term on duty shall not exceeding 3 years and not serve more than 3 consecutive terms (9 years). Unless the Committee’s consideration for the more terms than three consecutives, the Committee shall unanimously approve such independent director, having done the best interests for the Company, and shall ensure that the extra term will not affect the qualifications of independence. Moreover, such Independent Director shall be approved by the Board of Directors and proposed to the Shareholders for approval on the AGM.
- The board of directors might only remain in the position of a listed company for no more than 3 listed companies, and for other companies or subsidiary companies that was not a listed company, for no more than 5 listed companies.
For executive directors, they can hold positions in other listed companies outside the group of businesses, not more than 2 listed companies, except in the case of being assigned by the Company to hold such positions and must report individually to the directors and the public.
In such cases, they must report individually to the board of directors and inform the public through the annual report (Form 56-1 One Report) or other specified channels.
Executive
The Board of Directors indicated that the Managing Director and the Top Executive of the Company could remain in the position of the Director or others of the listed company for no more than 3 companies, and for other companies or subsidiary companies that was not a listed company, for no more than 5 companies. However, this did not take into account the Company’s subsidiaries or affiliates and the joint ventures by the Company where there was a necessity to oversee and manage in order to protect the best interests of the Company.