|1.||Mr. Sopon Kluaymai Na Ayudhya||Chairman of the Board|
|2.||Mr. Sompol Chaiyachow||Chairman of the Audit Committee and Independent Director|
|3.||Mrs. Poodpong Arsingsamanunta||Member of the Audit Committee and Independent Director|
|4.||Mr. Vorayuth Charoenloet||Member of the Audit Committee and Independent Director|
|5.||Mr. Sukich Charanvas||Director and Managing Director|
|6.||Mr. Pon Titipanichayangoon||Director|
|7.||Mr. Kittipong Charanvas||Director|
The Board of Directors’ Structure
The Board of Directors was composed of 7 members in accordance with the Company’s Articles of Association determining that the Company shall have the Board of Directors consisting of not less than 5 members but not exceeding 15 members and at least half of the directors must be residents of the Kingdom of Thailand. The Chairman of the Board was not the same person as the chief executive officer of the Company so that there were a clear separation of roles and proper balance of power. In conducting the business, the Directors were required to perform their duties in accordance with the law, the Company’s objectives and Articles of Association as well as the resolutions of shareholders with care and honesty to protect the interests of the Company.
The Board and Management structure provided an adequate system of checks and balances on the basis that:
a. the Board was composed of 3 Independent Directors, or 42.8% of the total number of Board members, 3 Executive Directors or 42.8% of the total number of Board members and 1 Non-Executive Director, or 14.3% of the total number of Board members;
b. the Audit Committee, consisting of 3 Independent Directors, had the responsibilities as stipulated by the regulations of the Stock Exchange of Thailand and the Audit Committee Charter;
c. there was specific delegation of authority between the Board and the Management.
Composition and Board Diversity
The Board of Directors defines qualifications of directors to have board diversity by considering on necessary skills and specific expertise that are demanded as seen in structure and elements of board that consists of directors with various qualifications, knowledge, and expertise, for example, business management, economy, and accounting. They have diversity of profession and experiences that are useful for business operation of the Company and help to balance directors.