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Board of Directors

รายละเอียดการถือครองหุ้นของกรรมการบริษัท

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1. Mr.Prachuab Chaiyasan
Chairman of the Board of Directors (Independent Director)

Nationality

Thai

Age

72

Appointment Date

15 October 2012

Number of Share

337,500 Shares (equivalent to 0.05%)
(As of December 16, 2016/ Including spouse’s and underage child’s)

Meeting Attendance Year 2016

8/8

Family Relationships among Directors/ Executives/ Major Shareholders

-None-

Forbidden Qualifications

Never dishonestly committed an offence against property and never entered into any transaction which may cause conflict of interest against the Company during the year

Education & Training Background

  • Bachelor of Political Science, Thammasat University
  • Doctor of Philosophy, Honorary Degree in Political Science, Ramkhamhaeng University
  • Director Accreditation Program (DAP) Class 54/2006, Thai Institute of Directors (IOD)
  • Director Certification Program (DCP) Class 83/2007 Thai Institute of Directors (IOD)

Work Experience Past 5 Years - Present

Position in the Company & Subsidiaries

2012 - Present • Chairman of Board of Director (Independent Director)
• Chairman of Audit Committee
Buriram Sugar Public Company Limited

Position in Listed Companies

2006 - Present • Director
• Chairman of Audit Committee
Thai Ethanol Power Public Company Limited
2003 - Present • Director
• Chairman of Audit Committee
Thai Nguan Metal Public Company Limited

Position in Other Limited Companies/ Organizations

2006 - Present • Director Taiping Ethanol Co., Ltd.
2003 - Present • Chairman of Council Ramkhamhaeng University Ramkhamhaeng University
2015 - Present • Director Paksong Hiland Co., Ltd.
2016 - Present • Consultant Thai Ethanol Manufacturing Association

Position in Competition/ Related to Businesses of the Company

- None -


Terms

In an annual general meeting, one third of the directors are required to resign. If the total number of directors does not allow such division, the number of directors to resign should be at the closest to one third of the total. In the first and the second year after registering, the directors required to resign will be selected via lot. For following years, directors who have stayed the longest with the Board shall exit. The directors whose terms have completed may be reelected to the Board.



Scope of Duties and Responsibilities of the Board of Directors

  1. To undertake and manage the Company responsibly, carefully, trustworthily, and in conformity with any and all related laws, objectives, and Articles of Association of the Company, as well as resolutions of the meetings of shareholders.
  2. To consider and approve any significant matters related to the Company’s business operations, e.g. vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company and its subsidiaries.
  3. To govern and care for the normal business operations of the Company; and to have the Management work efficiently and proficiently to be in line with the determined vision, mission, policies, business strategies, goals and operating plans, financial targets, and budget of the Company.
  4. To provide the accounting system, financial reports and auditing; and to care for the internal control system, the internal audit system, the risk management system, and the misconduct prevention, as well as provide monitoring measure on operation performance of the Company, its subsidiaries, and its joint ventures in order to ensure that they are all efficient and proficient
  5. To prepare the annual reports of the Company and/or the Board of Directors in accordance with all related laws and regulations required.
  6. To care for and provide a governing mechanism to prevent the potential conflicts of interest between any stakeholders and the Company, its subsidiaries, and its joint ventures.
  7. To consider, approve, consider and give opinions for consideration and approved by the meeting of shareholders in case of making any transactions significantly to the Company or any connected transactions in accordance with the procedure, conditions, legal process and related rules and regulations and/or obligations required by the Company, its subsidiaries, and its joint ventures.
  8. To appoint any of the Company’s directors as the chairman of the board; and to appoint some directors subject to the number of the Board of Directors deems appropriately as the vice chairman.
  9. To determine and amend the authorized directors of the Company.
  10. To recruit and appoint a person with knowledge, competence and experience that the Board of Directors deems appropriately, and with all other qualifications required by related laws and regulations to hold a position of directorship in case any director vacate his office due to other reasons apart from the expiration of the term of office.
  11. To recruit a person with knowledge, competence, experience and all other qualifications required by related laws and regulations to hold a position of directorship, and such person shall be nominated for the meeting of shareholders’ consideration.
  12. To appoint or nominate person to be director or executive in the subsidiaries and/or joint venture in proportion of shareholding in the subsidiaries and joint venture. Such appointed or nominated director or executive shall be legally qualified for duties and responsibilities as well as not possess any characteristics prohibited in accordance with announcement of the Securities and Exchange Commission.
  13. To consider annual dividend payment and interim dividend payment of the Company and its subsidiaries.
  14. To consider and set up the criteria of remuneration payment to the Company’s directors and top management.
  15. To consider appropriate amount of remuneration for directors of the Company in line with the criteria of remuneration payment set up by the Board of Directors which shall be proposed to the meeting of shareholders for consideration and approval.
  16. To evaluate the work performance of the Managing Director and Top Management; to consider and set up the remuneration for the Top Management in line with the criteria of remuneration payment set up by the Board of Directors.
  17. To appoint any sub-committees; to recruit and appoint the directors or persons having engaged the knowledge, competence and experience as the Board of Directors deems appropriately to hold positions in those sub-committees; and to lay down the scope of authority, duties and responsibilities of those sub-committees.
  18. To appoint any of executive board members as the Managing Director; and to determine the scope of authority, duties and responsibilities of the Managing Director.
  19. To appoint a director or person having engaging the qualifications, knowledge, competence and experience as the Board of Directors deems appropriately as the Company Secretary.
  20. To appoint and/or empower one or several directors or persons to take any acts under the scope of directorship power and as the Board of Directors deems appropriately. However, such empowerment may be suspended, cancelled or altered.
  21. To provide and care for the communication channels to connect with each group of shareholders and stake holders of the Company appropriately.
  22. To care for the accuracy, completion, timing and transparent disclosure of important information related to the Company via fair and creditably accessible channels.
  23. To set up and amend any matters prescribed in the regulations and Articles of Association of the Company.
  24. To engage other power, duties and responsibilities as required by laws and other related regulations, Articles of Associations of the Company, and the resolutions of the meetings of shareholders.

In case that the Board of Directors or their authorized representative must carry out or enter into any transaction which may cause potential conflict of interest with the Company and/or its subsidiaries and/or related companies, the Board of Directors or their authorized representative will have no power to approve the specified transaction except the approval is in accordance with the policies and regulations which the Board of Directors and/or shareholder’s meeting (case by case) has considered and approved under laws, regulations, objectives, or the Articles of Association of the Company.