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Responsibilities of Directors

 

To manage the Company efficiently, the Board of Directors must consist of individuals with knowledge, expertise and work experience in different fields of endeavor. Importantly, they must be able to dedicate themselves fully to their work and act at all times in the best interest of the Company.

1. The structure of the Board of Directors

  1. The total number of members of the Board of Directors must be in line with the number specified by the meeting of shareholders. However, the number of the directors must be at least five.
  2. The number of independent directors must account for at least one-third of the total members of the Board of Directors.
  3. All directors must have proper qualifications and possess none of the characteristics prohibited under the Public Company Limited Act.
  4. The appointment of directors must be transparent and clear. They must be appointed at the meeting of the shareholders or by the Board of Directors in case the director post becomes vacant before the end of the tenure.

2. Independence of the Board of Directors

The independent directors must possess qualifications as specified by the Company. The qualifications are in line with those prescribed in the notifications issued by the Securities and Exchange Commission. The related details are given on Page 103 under the subject entitled ‘Management Structure’.

In 2016, the Company had four independent directors, accounting for 40.00% of the Board of Directors. Their names were as follows:

  1. Professor Paichitr Rojanavanich,
  2. Ms. Prakong Lelawongs,
  3. Mr. Pracha Jaidee,
  4. Ms. Panit Pulsirivong.

3. Executive Directors

Executive Directors are those directors who participate in the management of the business, in line with the Notification of the Capital Market Supervisory Board No. Tor Chor. 28/2551 Re: Application for and Approval of the Offer for Sale of Newly Issued Shares. According to the Notification, “Executive director” means any director who holds an executive position, or any director who is in charge of any actions deemed to be taken by executive, and includes any authorized director except where it can be demonstrated that such authorized director signs on transactions which have been approved by the board of directors and jointly with other directors. In 2016, the Company had 1 executive director, accounting for 10.00% of the Board whose name was Mr. Suvait Theeravachirakul.

4. Directors Authorized to Sign on Behalf of the Company

The directors who are authorized to sign on behalf of the Company and whose names are specified in the Company’s Articles of Association include the following:

  1. Mr. Suvait Theeravachirakul,
  2. Mr. Hatchapong Phokai,

In signing on behalf of the Company, two directors jointly sign with the Company’s seal affixed.

5. Responsibilities of Directors

In considering the holding of directorships of its members, the Board of Directors takes into account the appropriate arrangements that will result in the highest efficiency possible for the Company. As well, the arrangements must add value the all groups of the stakeholders.

6. Committees on Specific Areas

The Board of Directors may appoint committees to perform some of its duties on specific areas. These committees assist the Board in carrying out some of its duties, conducting detailed studies, and checking things as deemed necessary and appropriate. These committees consist of the following:

  1. The Executive Committee
  2. The Audit Committee
  3. The Nomination and Remuneration Committee
  4. The Good Corporate Governance Committee
  5. The Other Committees

The characteristics of the committees must be in compliance with the requirements stipulated by the Stock Exchange of Thailand. As well, the Board of Directors has clearly specified the scope of responsibilities of each committee. It also requires that the committees present their respective report at each meeting of the Board of Directors.

7. Holding of Directorships

The Board of Directors has considered the appropriateness of time allocation in carrying out the responsibilities of each director who is required to assume positions in various subsidiaries. The objective is to achieve the maximum efficiency possible in ensuring that each subsidiary adopts policies and conducts its business affairs in alignment with the parent company and that its business is beneficial and adds value to all groups of stakeholders. The Board of Directors then sets out a policy that individual Company Directors can serve as directors for not more than 5 companies listed on the Stock Exchange of Thailand (SET) without exception.

Moreover, the Board of Directors sets out a policy that the President and CEO can occupy positions for not more than 3 listed companies. However, the positions held in subsidiaries, affiliates, and joint-ventured companies are excluded because the Company has to govern the operation management for the sake of the Company with the utmost efficiency.

In 2016, there was no member from the Board of Directors— who held the position of the Company’s executive— to hold the position of a director for more than 2 listed companies which were outside the Company’s business groups.

8. Segregation of Duties between the Board of Directors and the Management

The Company clearly defines and segregates the authority between the Board of Directors and the management at various levels. In addition, the Chairman of the Board of Directors and the Company’s President must not be the same person. As well, the Company clearly segregates the authority and duties of the Chairman and the President. The objective is to strike a proper balance in managing the Company’s business. The system in segregating the roles, duties and responsibilities between the Board of Directors and the management is in line with the segregation principle that is based on the Corporate Governance policy. This includes systematic delegation of decision-making authority. The management is independent in making decisions and managing the business within the limits of the delegated authority. In this connection, the Company has prepared a handbook on the delegation of authority. It gives details about the roles and authority of the management and serves as its practice guidelines. The delegation of authority handbook will be reviewed as deemed appropriate for the conduct of the Company’s business affairs, taking into account the prevailing situation. Moreover, the Board of Directors closely monitors the performance of the management.

9. Training and Development of Directors

The Company regularly places importance in training and development of the directors. All the newly appointed directors is required to attend the orientation session which will provide them with adequate information about the Company before they start carrying out their responsibilities. The information includes the Company’s vision, missions, strategies, goals, Memorandum of Association, Articles of Association, roles and responsibilities of the Board of Directors, a policy on Good Corporate Governance, code of business ethics, code of conduct for directors, and business information of related companies, as well as related rules and regulations. The Company promotes and supports all the directors to regularly participate in the training and develop knowledge. No matter whether the training courses that are related to the performance of their responsibilities as director, are organized by the Thai Institute of Directors Association (IOD), the Stock Exchange of Thailand, the Securities and Exchange Commission or other institutes; the Company will regularly inform the directors of the details about these courses in advance. The training will enable the directors to carry out their responsibilities and look after the Company’s business affairs in an efficient manner. The directors who have participated in the training courses organized by the Thai Institute of Directors Association (IOD) include the following:

Name of Directors Name of Training Course from the Thai Institute Of Directors
1. Mr. Banterng Tantivit - Director Accreditation Program (DAP) Course
2. Mr. Suphadej Poonpipat - Director Accreditation Program (DAP) Course
- Role of the Compensation Committee (RCC)
- Role of the Chairman Program (RCP)
- Financial Institutions Governance Program (FGP)
3. Professor Paichitr Rojanavanich - Director Accreditation Program (DAP) Course
- Directors Certification Program (DCP) Course
- Audit Committee Program (ACP) Course
4. Ms. Prakong Lelawongs - Director Accreditation Program (DAP) Course
- Directors Certification Program (DCP) Course
5. Mr. Pracha Jaidee - Director Accreditation Program (DAP) Course
- Audit Committee Program (ACP) Course
6. Ms. Panit Pulsirivong - Director Accreditation Program (DAP) Course
- Directors Certification Program (DCP) Course
- Audit Committee Program (ACP) Course
- Role of the Compensation Committee (RCC)
7. Mr. Piyaphong Artmangkorn - Director Accreditation Program (DAP) Course
8. Mr. Suvait Theeravachiraku - Directors Certification Program (DCP) Course
- Audit Committee Program (ACP) Course
- Successful Formulation & Execution of Strategy (SFE) Course
9. Mr. Hatchapong Phokai - Director Accreditation Program (DAP) Course
10. Mr. Atipon Tantivit - Directors Certification Program (DCP) Course

In 2016, member of the Board of Directors attended the training courses in order to promote and support the knowledge development of the director continuously as follows:

Name of Directors Course Institute Date
1. Mr. Banterng Tantivit Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
2. Mr. Suphadej Poonpipat Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD)r 13th July 2016
3. Professor Paichitr Rojanavanich Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
4. Ms. Prakong Lelawongs Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
5. Mr. Pracha Jaidee Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
6. Ms. Panit Pulsirivong Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
7. Mr. Piyaphong Artmangkorn Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
8. Mr. Suvait Theeravachiraku Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
Top Executive Program in Energy Literacy-Class 8, Thailand Energy Academy May-September 2016
9. Mr. Hatchapong Phokai Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016
English for Executives By Mr. James Victor Woodward MBK Training Center Co., Ltd. January-July and November-December 2016
Strategic Planning for the Competitive Excellence By Dr. Kajornvut Namsirikul MBK Training Center Co., Ltd. 26th February 2016
MBK Brand Re-Engineering By Dr. Ake Pattaratanakun MBK Training Center Co., Ltd. 1st April 2016
Knowledge Management (Quinn Condo) By Mr. Kittipat Jirawaswong MBK Training Center Co., Ltd. 22th April 2016
The site visit to a nursing home and an energy-saving village, and the observation of the system for building prefabricated houses. Thai Appraisal Foundation 11th - 16th December 2016
The Feasibility Study of Investment in the Real Estate Projects Dr. Phannaphatr Savetpanuvong MBK Training Center Co., Ltd. 26th - 27th December 2016
10. Mr. Atipon Tantivit Private Sector Collective Action Coalition against Corruption By Dr. Bandid Nijathaworn (IOD) 13th July 2016

10. Leadership and Vision

The Company’s Board of Directors clearly establishes its vision, mission, business directions, policies, strategies, and targets through reviewing them annually. They serve as guidelines for the management in formulating business plans and budgets as well as future business expansion plans in order to enable the Company to further achieve continuous growth and stability.

In 2016, the Company reviewed and specified its vision and mission as follows:

Vision: “A leading group of companies in Thailand, which produces robust growth, concentrates on investment and engages with businesses that generate sustainable returns.”

Mission: “A group of companies managed by professionals, that engages in businesses and investment to earn potential and sustainable returns, concentrates on creating net worth, credibility and trust to stakeholders with Good Corporate Governance.”

Policies on Reviewing the Strategies, Vision and Mission

MBK Public Co., Ltd. specifies/reviews its vision, mission, strategies, and action plans annually by specifying a 5-year time frame for long term planning in order to harmonize with financial goals and an investment cycle of the business. It is submitted to the Board of Directors for consideration before the implementation. In every quarter, operations are reviewed by the Strategic Plan Management and Balance Scorecard Committee at business group level in order that the organization can adapt itself to situations and business environment which are changing. For 2017-2021 time frame, the Company’s strategic goals are specified as follows:

  1. To be the leading business group that delivers happiness to meet all lifestyles by operating businesses which cover the happiness of living— the Shopping Center business, Hotel and Tourism business, Golf business, Real Estate business, Food Solution business, Financial business, and Other business, for example.
  2. To efficiently manage the business portfolio for the highest benefits under an acceptable risk level.
  3. Continuous growth income rate and net profit of more than 10% per year.
  4. To be the Company group with service mind for customers and efficient working procedures.
  5. Top rank Company group that trading partners and employees want to work with. Join force/desire for.

The Company’s Board of Directors specifies monitor and evaluation procedures for the Company’s strategic planning, collection and analysis of information technology through various analysis instruments such as SWOT Analysis and GAP Analysis, used for the annual strategic planning. Moreover, the Company passes on action-plans-to-practices, from KPI at the organizational level to line/division/department/individual levels (at manager level up) respectively. Moreover, the Company employs stakeholders’ needs as information used for the strategic formulation which achieves a balance of the needs/expectations of the stakeholders in order to ensure that the action plans can be achieved effectively and have a maximum benefit in the supply chain. KPI Software is used to record data in order to monitor and report the results. If goals are not achieved, resolutions are found by the Strategic Planning Management and Balance Scorecard Committee. These aforementioned operations will be later used in the annual performance evaluation.

11. Company Secretary

The related details are given on Page 111 under the subject entitled “Management Structure”

12. The Company’s Board of Directors has formulated a succession plan.

The objectives are to ensure availability of qualified people for positions at the level of department head and above and to support the Company’s business expansion. In implementing the plan, the efficiency and potential of executives will be assessed. As well, they will be required to participate in appropriate training and development activities which are aimed at enhancing their skills and knowledge. Their professional development will be closely monitored.

13. Remuneration of the Board of Directors and the Executives Management

Remuneration of the Board of Directors

The Board of Director has set up policies and regulations for the Directors and sub-committee’s remuneration at which the rates is appropriate and in line with the Directors responsibilities that have to minister to be in comply with the stakeholders expectation and in accordance with the related laws and rules. The Company, therefore, is required to select directors with experience and appropriate qualifications. The Board of Director has also set up policies that will determine the remuneration of each director, where the remuneration rates will reflect the duties and responsibilities of each individual, the Company’s financial status and the remuneration rate. This can be compared with the similar size of listed company on The Stock Exchange of Thailand along with to be able to practice in accordance with the Good Corporate Governance. The remuneration is revised annually.

The remuneration of the Board of Directors is paid in the form of the meeting allowances, director allowances and gratuity. The directors who also serve as members of other committees such as the Audit Committee and the Executive Committee will receive additional payments as deemed appropriate and in line with the resolution adopted at the shareholders’ meeting.

The Remuneration of the Senior Executives

The Company has annually evaluated the executives’ performance based on Performance Management System (PMS) which consists of 2 performance evaluation factors— (1) Key Performance Indicators (KPIs), a crucial mission passed on by the Company in order to support its goals, strategies, operating results, and financial performance results, which are in accordance with duties and responsibilities of the executives, and (2) Competency, an instrument to assess the job performer’s behavioral assessment which specifies that the executives and every employee behave while on duty. These 2 factors are employed so that the Company’s goals are achieved sustainably and with quality.

The remuneration is paid to the senior executives by means of monthly salaries, bonuses or other forms of remuneration according to the results of the Company’s performance and the executives’ performance, compared with a benchmark in the same industry.

The remuneration of Chief Executive Officer (CEO) is specified under clear, transparent, fair, and rational rules. The duties, responsibilities, and the Company’s performance results are taken into consideration by the Nomination and Remuneration Committee.

The remuneration of directors and senior executives for 2016 is disclosed on Page 118 under the subject entitled “Management”.

14. Meetings of the Board of Directors

The Company’s various committees including the Board of Directors, the Executive Committee, and the Audit Committee plan their official meeting schedules for the whole year in advance. They are required to hold their meeting at least once a month. They may organize additional meetings as deemed appropriate, to consider special agenda items. The purpose is to acknowledge and monitor the Company’s performance and business operations. The Company will send the notice of the meeting together with the agenda and supporting documents to each director at least 5 working days before the Board of Directors’ meeting so that the directors will have adequate time to read through the documents. At the meetings, the directors can give their opinions openly and independently. The minutes of the meetings will be taken and made available for the parties concerned for future reference. For the Nomination and Compensation Committee’s part, their meeting will be held when the Company has to nominate directorships or when the performance of the President and CEO has to be evaluated. For the Corporate Governance Committee’s part, the meeting will be held when there are consideration and reviews of a policy on Good Corporate Governance, including auditing the internal control which is relevant to measures against corruption. For the year 2016, the various committees regularly held their meetings within the scope of their prescribed duties.

Meeting Attendances of the Members of the Company’s Current Committees in the 2016 Financial Year

  Meeting Attendances of the Members (Attendances/ Total Meetings)
Name List
The Board
of Directors
(12 meetings)
The Executive
Committee
(12 meetings)
The Audit
Committee
(16 meetings)
The Nomination
and Remuneration
Committee
(2 meeting)
The Good
Corporate
Governance
Committee
(1 meeting)
1. Mr. Banterng Tantivit
12/12
12/12
-
-
1/1
2. Mr. Suphadej Poonplipat
12/12
11/12
-
2/2
1/1
3. Professor Paichitr Rojanavanich
12/12
-
16/16
-
1/1
4. Ms. Prakong Lelawongs
12/12
-
14/16
-
1/1
5. Mr. Pracha Jaidee
12/12
-
15/16
2/2
1/1
6. Ms. Panit Pulsirivong
11/12
-
-
1/2
1/1
7. Mr. Piyaphong Artmangkorn
12/12
12/12
-
-
1/1
8. Mr. Suvait Theeravachirakul
12/12
12/12
-
-
1/1
9. Mr. Hatchapong Phokai
12/12
-
-
-
1/1
10. Mr. Atipon Tantivit
12/12
-
-
-
1/1

Note The Board of Directors at present:

  • The Executive Committee is comprised of 4 persons. They are the name list 1, 2, 7 and 8.
  • The Audit Committee is comprised of 3 persons. They are the name list 3, 4 and 5.
  • The Nomination and Remuneration Committee is comprised of 3 persons. They are the name list 2, 5 and 6.
  • The Good Governance Committee is comprised of 10 persons. They are the name list 1-10.

15. The Performance Assessment of the Board of Directors and the Committees

1) The Performance Assessment of the Board of Directors

The Company has annually assessed the performance of the Board of Directors by means of the board assessment and the individual assessment. The Board Self-Assessment conforming to an approach used by the Stock Exchange of Thailand (SET), which is improved in order to be able to reflect the efficiency of performance and complies to principles of Good Corporate Governance, is used. The Company’s secretary makes a start on preparing the performance assessment for the Board of Directors’ both board and individual assessment. The Board Self- Assessment requires each director of the Board to have self-assessment through responding a questionnaire and sending it back to the Company’s secretary. These responded questionnaires are then summarized and the result of the assessment will be presented in a Board of Directors’ meeting by the Company’s secretary. The assessment’s result is used to consider and review the performance, problems and obstacles faced during the previous year and to help encourage the Board of Directors’ effectiveness of the performance. Moreover, it also helps improve a relationship between the Board of Directors and the Management Team.

  • The criteria for the performance assessment of the Board of Directors, according to the BoardSelf-Assessment in each assessment topic, are divided into 5 levels as follows:
    0 = Extremely disagree or not carry out such topic
    1 = Disagree or carry out such topic little
    2 = Agree or carry out such topic moderately
    3 = Quite agree or carry out such topic well
    4 = Extremely agree or carry out such topic excellently
  • The criteria for the performance assessment of the Board of Directors are divided into 5 levels as follows:
    More than 90 equals ‘excellent’.
    More than 80 equals ‘very good’.
    More than 70 equals ‘good’.
    More than 60 equals ‘fairly’.
    Less than 60 equals ‘It should be improved’.

• The result of self-assessment of the performance through the board assessment

Topic to be assessed (The board assessment) Result of the assessment
Full marks Average marks
1) Structure and qualifications of the Board of Directors 20.00 19.92
2) Roles, duties, and responsibilities of the Board of Directors 30.00 29.51
3) Meeting of the Board of Directors 15.00 14.88
4) The Board of Directors’ execution of duties 15.00 14.89
5) Relationship with the Management Team 10.00 10.00
6) Self-development of the Board of Directors and development of executives 10.00 9.67
Total 100.00 98.87

• The result of self- assessment of the performance through the individual assessment

Topic to be assessed (The individual assessment) Result of the assessment
Full marks Average marks
1) Structure and qualifications of the Board of Directors 30.00 29.25
2) Meeting of the Board of Directors 30.00 29.06
3) Roles, duties, and responsibilities of the Board of Directors 40.00 38.80
Total 100.00 97.11

2) The Performance Assessment of the Committees

For the year 2016, the Company assessed the performance of every committee. They were the Executive Committee, the Audit Committee, the Nomination and Compensation Committee, and the Good Corporate Governance Committee. Previously, only the Audit Committee had been assessed. The Board Self-Assessment conforming to an approach used by the Stock Exchange of Thailand (SET), which is improved in order to be able to reflect the efficiency of performance and complies to principles of Good Corporate Governance, is used. The Company’s secretary or each committee’s secretary makes a start on preparing the performance assessment for every committee. The Board Self- Assessment requires each director of the committees to have self-assessment through responding a questionnaire and sending it back to the Company’s secretary or to each committee’s secretary. These responded questionnaires are then summarized and the result of the assessment will be presented in a Board of Directors’ meeting annually.

  • The criteria for the performance assessment of the Board of Directors, according to the Board Self-Assessment in each assessment topic, are divided into 5 levels as follows:
    0 = Extremely disagree or not carry out such topic
    1 = Disagree or carry out such topic little
    2 = Agree or carry out such topic moderately
    3 = Quite agree or carry out such topic well
    4 = Extremely agree or carry out such topic excellently
  • The criteria for the performance assessment of the Board of Directors are divided into 5 levels as follows:
    More than 90 equals ‘excellent’.
    More than 80 equals ‘very good’.
    More than 70 equals ‘good’.
    More than 60 equals ‘fairly’.
    Less than 60 equals ‘It should be improved’.

The result of the Board Self-Assessment executed by the committees for the year 2016 can be summarized as follows:

• The result of the self-assessment of the Executive Committee, the Audit Committee, the Nomination and Compensation Committee, and the Good Corporate Governance Committee

Topic to be assessed
(The committee assessment)
Result of the assessment
Full marks Average marks
The Executive Committee The Audit Committee The Nomination and Compensation Committee The Good Corporate Governance Committee
1) Structure and qualifications of the Committee 20.00 20.00 20.00 20.00 19.50
2) Meeting of the Committee 20.00 20.00 20.00 20.00 19.38
3) Roles, duties, and responsibilities of the Committee 60.00 60.00 60.00 60.00 58.20
Total 100.00 100.00 100.00 100.00 97.08

2) The Performance Assessment of President and CEO

The Board of Directors appoints the Nomination and Compensation Committee to annually evaluate the performance of President and CEO by means of consideration of their suitability for assigned duties and responsibilities, the Company’s business operations compared with the Company’s goals, actual economic situations, and a remuneration comparison with other companies in the similar industry, in order to present obtained results of the assessment to Board of Directors’ meetings to be informed

Nevertheless, a conclusion to the performance assessment of President and CEO is individual confidential which cannot be disclosed. Criteria for the assessment can be divided into 2 parts as follows:

Part 1: The Assessment of Key Performance Indicator (KPI)
Part 2: The Assessment of Competency

However, in 2016, the Company did not follow the principles of Good Corporate Governance in some aspects as follows:

  • The Chairman was not an independent director and also held the Chairman of the Executive Committee because the Chairman was competent with knowledge, abilities, and diverse experiences which highly brought benefits to the organization.
  • To specify a method of voting for directors by the cumulative voting in the General Meeting of Shareholders because mentioned practice did not suit the vote counting of the Company.
  • To specify that Directors or Senior Executives informed the Committee or a person whose task was assigned to deal with buying or selling shares of his/her own company at least 1 day prior to the buying/selling date. It was because the Board of Directors has specified the Company’s insider information measures to prohibit the Committees, executives, or units which had insider information; to disclose this insider information to outsiders or people who were not involved in as well as use this insider information for personal interest.