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Board of Directors Charter

The Board of Directors is the driving force of the organization. Its roles and duties are to set strategies and policies pertaining to business operation for the Company. The Board of Directors must perform its duties responsibly, carefully and loyally in order to maximize the Company’s benefits and act in fairness to all stakeholders, according to the principles of good corporate governance. In addition, the board plays an important role in overseeing and assessing the performance of the Management to ensure the accomplishment of the Company’s action plan. The Board of Directors has thus resolved to adopt this Charter of the Board of Directors so that every director is aware of his/her duties and responsibilities and performs them correctly and completely.

  1. Overseeing the Company in managing the business for the benefits of shareholders by observing the following four practices:
    • Performing its duties with responsibility and all due circumspection and caution (Duty of Care).
    • Performing its duties with faithfulness and honesty (Duty of Loyalty).
    • Performing its duties in compliance with laws, objectives, Articles of Association, the resolutions of the Board of Directors and the resolutions of Shareholders’ Meetings (Duty of Obedience).
    • Disclosing information to shareholders accurately, completely, and transparently with verification and timeliness (Duty of Disclosure).
  2. Defining objectives that promote sustainable value creation and governance outcomes as a framework for the operations of the Company.
  3. Determining and reviewing the board structure, in terms of size, composition, and the proper proportion of independent directors so as to ensure its leadership role in achieving the Company’s objectives.
  4. Ensuring that the policy and procedures for the nomination and selection of directors are clear and transparent resulting in the desired composition of the board.
  5. Ensuring that all directors are properly accountable for their duties and responsibilities, and allocate sufficient time to discharge their duties and responsibilities effectively.
  6. Ensuring that directors understand the roles and responsibilities, the nature of the business, the Company’s operations, relevant law and are consistently given support to enhance their skills and knowledge necessary to carry out their roles on the board and board committees.
  7. Ensuring that an appropriate compensation structure and performance evaluation are in place.
  8. Ensuring that the Company has effective human resources management and development programs to ensure that the Company has adequate staffing and appropriately knowledgeable, skilled, and experienced employees and staff.
  9. Prioritizing and promoting innovation that creates value for business together with benefits for its customers, other stakeholders, society, and the environment, in support of sustainable growth of the Company.
  10. Encouraging management to adopt responsible operations towards society and the environment and incorporate them into the Company’s operational plan in order to ensure that every department and function in the Company adopts the Company’s objectives, goals, and strategies, applying high ethical, environmental and social standards.
  11. Establishing a framework for governance of enterprise IT that is aligned with the Company’s business needs and priorities, stimulates business opportunities and performance, strengthens risk management, and supports the Company’s objectives.
  12. Ensuring that the Company has effective and appropriate risk management and internal control systems that are aligned with the Company’s objectives, goals and strategies and comply with applicable laws and standards.
  13. Monitoring and managing conflicts of interest that might occur between the Company, management, directors, and shareholders. The board should also prevent the inappropriate use of corporate assets, information, and opportunities, including preventing inappropriate transactions with related parties.
  14. Establishing a clear anti-corruption policy and practices and disseminating to the Company’s stakeholders for proper implementations.
  15. Establishing a mechanism for handling complaints and whistleblowing.
  16. Prioritizing and ensuring the integrity of the Company’s financial reporting system and that timely and accurate disclosure of all material information regarding the Company is made consistent with applicable requirements.
  17. Monitoring the financial liquidity and solvency of the Company and ensuring that risks to the financial position of the Company or financial difficulties are promptly identified, managed and mitigated, and that the Company’s governance framework provides for the consideration of stakeholder rights.

The Chairman of the Board is responsible for leading the Board with the following duties and responsibilities:

  1. Summoning meeting for Board and presiding over the meeting. In making decision, the Chairman has a deciding or casting vote in the event of tied votes.
  2. Setting Board meeting agenda in consultation with the Chief Executive Officer and Chairman of the Audit and Risk Committee and ensuring that Board members receive accurate, complete, timely and clear information prior to the meeting in order to assist their decision making process.
  3. Conducting the Board meeting according to the agenda, relevant laws and good corporate governance, allocating sufficient time and encouraging all directors to participate in the discussion, exercise their discretion prudently and express their opinions freely.
  4. Overseeing and ensuring that the Board of Directors and the Sub-Committees effectively carry out their duties to achieve the Company’s objectives.
  5. Promoting constructive relations between executive and non-executive directors, and between the Board and the management.
  6. Ensure that all directors contribute to the company’s ethical culture and good corporate governance.

The compositions of the Board of Directors are as follows:

  1. The Board of Directors shall comprise at least 5 directors, each of whom shall be appointed and removed by shareholders’ meeting. At least half of the total directors shall reside in Thailand.
  2. The Board of Directors consists of independent directors which shall not be less than one-third of the total number of the directors, with a minimum of 3 directors.
  3. The Board of Directors shall elect one of the members to be the Chairman of the Board.

At each annual general meeting of shareholders, one-third of the total number of the directors shall retire from office. If the number of directors is not a multiple of three, then the number of directors nearest to one-third shall retire from office. The director who has held office the longest shall retire. Retiring directors are eligible for re-election.

The date and time for the Board meetings shall be planned and formally agreed upon in advance in the fourth quarter before the start of the new financial year. Additional meetings are convened as and when circumstances warrant.

The Board of Directors is empowered to authorize various matters in accordance with the scope of authority stipulated by laws, the Company’s regulations, Articles of Association, the Board of Directors charter, and the resolutions at the shareholders’ meeting.

The Board of Directors assigns the Nomination and Remuneration Committee to review the policy and criteria for directors' remuneration and recommend the Board of Directors prior to proposing to the shareholders' meeting for approval. In determining the composition of the remuneration package, the nature of the role, duties and responsibilities performed and market practice are taken into consideration. The package shall also be competitive with the industry’s benchmark.

  1. When a person is appointed as a director of the Company, the Company shall provide him/her with the director orientation to introduce the Company’s overview, operations, strategies and working plans and present to him/her the Charter of Board of Directors and various relevant information so that he/she acknowledges his/her roles and duties as a director of the Company.
  2. Encouraging directors to be trained and developed in various ways such as seminars, lectures, and excursion trips to enhance up-to-date knowledge and new experience in line with the changing situations in order to benefit the operations of the Company.

The Board of Directors shall review and evaluate the adequacy and appropriateness of the Charter on an annual basis.

This Charter of the Board of Directors has been approved by the Board of Directors’ Meeting No. 4/2017 held on November 9, 2017

 

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee (the “Committee”) shall be appointed by the Company’s Board of Directors consisting of at least 3 members comprising of 1 Chairman and at least 2 other Committee Members. All members shall be independent directors of the Board of Directors. In addition, the Committee shall appoint a qualified person to be the secretary to the Committee.

The term of office of a member of the Committee shall be 2 years. A member of the Committee who vacates his/her office by rotation may be re-appointed.

In the case of any vacancy occurring in the Committee otherwise than by rotation, the Board of Directors of the Company shall appoint a qualified person to be a Committee Member in order that the Committee reaches the full number stipulated by the Board of Directors of the Company. The person replacing a Committee Member shall remain in office for the period of time which the Committee Member whom he/she replaces is entitled.

  • To formulate and align HR policies and programs for senior management to business goals and market practices.
  • To attract and retain the right people for senior management positions in the Company.
  • To ensure that the Company’s senior management remuneration and benefit package remain competitive with the industry's benchmark.
  • To advise the Board on matters relating to the composition of the Board and its committees so that the Board is able to adequately discharge its responsibilities and duties.
  • To resolve and/or advise on any employee’s remuneration which have conflict-of-interest issues.
  • To propose guidelines and make broad recommendations for the annual salary increment and bonus policies for the Company. 
  • To review and award the bonus, salary increment and incentives of the Company’s Chief Executive Officer and his relatives who are employees of the Company.
  • To review and approve the expense claims of the Company’s Chief Executive Officer.
  • To review and if necessary, propose changes to the remuneration of the Company’s directors serving on the Board of Directors, Audit and Risk Committee and Nomination and Remuneration Committee.
  • To review and if necessary, propose changes or additions to senior management welfare, benefit (such as employee stock options and other employee welfare allowances, subsidies and schemes), salary increment and bonus policies.  The emolument of individual employees shall be determined by the management of the Company.
  • To establish criteria for Board membership.
  • To formulate a standard and transparent process for the selection of directors.
  • To propose and/or evaluate directorial candidates and Board committee members for consideration by the Board when there is a vacancy.
  • To assess independent directors to identify if the independence of any is compromised and if new independent directors are required under the Board’s policy.
  • To inform the Board of the names of directors and Board committee members who are retiring by rotation and make recommendations to the Board as to whether the Board should support the renomination of those retiring directors and committee members.
  • To review the Committee charter at least once a year and recommend modifications to the Board of Directors as needed.
  • To report to the Board of Directors on the Committee’s activities and findings.

To assist the Committee in achieving its objectives, the Committee shall have the discretion to appoint appropriate third party consultants to review existing employee related policies, propose new employee benefit and welfare programs and/or undertake other HR related research and studies.

  • To organize Committee meetings and prepare all necessary documentations for each meeting.
  • To prepare the minutes of the Committee meetings and to ensure that the same correctly meets the standards.
  • To coordinate with the various working sections and/or consultants of the Company for the purpose of providing relevant information to the Committee.

 

Audit and Risk Committee Charter

The Audit and Risk Committee of Thai Wah Public Company Limited (the “Company”) shall be appointed by the Company's Board of Directors comprising at least three independent directors. The Committee has the scope of duties and responsibilities, and shall report to the Board of Directors of the Company (the “Board”) on:

  • To review the accuracy and adequacy of financial reporting of the Company;
  • To review the adequacy and effectiveness of internal control and internal audit systems of the Company as well as to determine the independence of the internal audit unit, and to approve the appointment, transfer and termination of employment of the chief of the internal audit unit;
  • To consider, select and nominate an independent person to be the external auditor of the Company and propose fees for such person, as well as to attend a non-management meeting with the external auditor at least once a year;
  • To review the Company’s compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand and the laws relating to the business of the Company;
  • To review the connected transactions or the transactions that may lead to conflicts of interests to ensure that they are in compliance with the laws, regulations of the Stock Exchange of Thailand, and are reasonable and for the highest benefit of the Company;
  • To report the activities of the Audit and Risk Committee to the Board;
  • To prepare and to disclose a report of the Audit and Risk Committee in the Company’s Annual Report.  The report must be signed by the Audit and Risk Committee Chairman, comprising at least the following information:
    • an opinion on the accuracy, completeness and creditability of the Company’s financial report,
    • an opinion on the adequacy of the Company’s internal control system,
    • an opinion on the compliance with the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company,
    • an opinion on the suitability of an auditor,
    • an opinion on the transactions that may lead to conflicts of interests,
    • the number of the Audit and Risk Committee  meetings, and the attendance of such meetings by each Audit and Risk Committee  member,
    • an opinion or overview comment received by the Audit and Risk Committee from its performance of duties in accordance with the charter, and
    • other transactions which, according to the Audit and Risk Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Board;
  • To review and encourage the Company to enforce and comply with an appropriate and efficient risk management policy, as well as to oversee and monitor the Enterprise Risk Management Committee;
  • In performing the duty of the Audit and Risk Committee, if there is a transaction or any of the following acts which may materially affect the Company’s financial condition and operating results:
    • a transaction which causes a conflict of interest;
    • any fraud, irregularity, or material defect in an internal control system; or
    • an infringement of the law on securities and exchange, regulations of the Stock Exchange of Thailand or the laws relating to the business of the Company

    the Audit and Risk Committee shall report such transaction or act to the Board for rectification within the period of time that the Audit and Risk Committee thinks fit.  If the Board or management fails to make a rectification within such period of time, any Audit and Risk Committee member may report on such transaction or act to the Office of the Securities and Exchange Commission or the Stock Exchange of Thailand;

  • To review and oversee the Company’s practice of good corporate governance;
  • To investigate and report the preliminary result to the Office of the Securities and Exchange Commission and the external auditor within thirty days upon receipt of the fact from the external auditor in relation to any suspicious circumstance that the director, manager or any person responsible for the operation of the Company commits an offence under the law on securities and exchange; and
  • To perform any other acts as assigned by the Board and accepted by the Audit and Risk Committee.

In order that the objectives of performance of the duty by the Audit and Risk Committee by fulfilled, the Audit and Risk Committee shall have the following power:

  • Management power
    • The Audit and Risk Committee shall have the power to invite the management, the internal audit, the working unit supervisor or the related staff of the Company to provide clarification, opinions, attend the meetings or submit documents as deemed relevant and necessary.
  • Power with respect to the Internal Auditor
    • To ensure that there exist a common objective and understanding amongst the internal auditor, external auditor and the Board in regard to internal control;
    • To approve the appointment, transfer, termination of employment of the chief of the internal audit unit;
    • To secure the independence of the internal auditor.
  • Power with respect to the External Auditor
    • To review and evaluate the work performance of the external auditor;
    • To submit the name of the external auditor and annual auditing fee to the Board of Directors of the Company for the purpose of obtaining approval at the Annual General Meeting of Shareholders;
    • To fix wage rate for audit services and other advisory services provided by the external auditor.
  • Other powers

    The Audit and Risk Committee shall have the power to investigate related persons and matters within its scope of the authority and duty and shall have the power to employ or ask a specialist to provide advice and opinions as deemed appropriate by the Audit and Risk Committee.

The term of office of a member of the Audit and Risk Committee shall be two years. A member of the Audit and Risk Committee who vacates his/her office by rotation may be re-appointed.