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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 097 under the subject entitled ‘Management Structure'.

In 2015, 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 2015, 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.

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 supportes 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 2015, 1 member of the Board of Directors - Mr. Suvait Theeravachirakul - attended the training courses in order to promote and support the knowledge development of the director continuously as follows:

Chronological order Course Institute Date
1. Management Outing MBK Training Center 8th February 2015
2. Biz Innovation Org Design MBK Training Center 16th March 2015
3. Paying a visit for TQA MBK Training Center 14th July 2015
4. Overall economic situation MBK Training Center 7th August 2015
5. Benchmarking MBK Training Center 31st August 2015
6. Pack5 & Value Federation of Accounting Professions 19th September 2015

10. Leadership and vision

The Company's Board of Directors has established clear vision and mission statements as well as business directions, policies, strategies and targets. 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 achieve sustainable growth and stability.

The vision of MBK Public Company Limited is “A leading group of companies in Thailand, which produces robust growth, concentrates on investment and engages with businesses that generate sustainable returns.”

Policies on revising the strategies, vision and mission

MBK Public Company Limited annually develops the Strategic planning process, which is conducted under the revised and approval of the Strategic Management and Balance Scorecard Committee at MBK Group level. In order to accomplish the vision and strategic goal with in the expected direction, the operating performance from the previous year accompanying with changes in business situation and environment are used to determine the strategies. The 5 goals and strategic are expected to be accomplished within 5 years (2015-2019).

  1. The leading business group that delivers happiness to meet all lifestyles and customers' demand.
  2. Efficiently manage the business portfolio for the highest benefits under an acceptable risk level.
  3. Continuously has growth income rate and net profit of more than 10% per year.
  4. The Company group that places customer as the first priority (customer orientation is our first priority.)
  5. Top rank Company group that trading partners and employees want to work with. Join force/desire for.

MBK Public Company Limited's strategic goals that are determined and compiled will be distributed to employees, which will lead to the accomplishment of the set goals. The Company's Board of Directors has stipulated that performance which is based on the organization's strategic goals must be reviewed every quarter. The Board has managed strategic plans and an indicator of success, found out solutions in case that the goals are not achieved. This performance will be utilized to evaluate annual work performance and compensation of employees and executives.

As for, in 2015, MBK Public Company Limited revised the strategies, visions and mission to be in line with the operating performance, which also included changes in business situation and environment in order to achieve the expected vision and strategic goals.

11. Company Secretary

The related details are given on Page 105 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

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 directors, where the remuneration rates will reflects the duties and responsibilities of each individual, 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 payments of remuneration for senior executives are made in the form of monthly salaries, bonuses or other fringe benefits. The remuneration is based on the Company's performance as well as the performance of the executives concerned, taking into account the standard benchmarks in the same industry. The Company is required to disclose its remuneration policy and the remuneration of directors and senior executives in the annual report, in compliance with the notification issued by the Securities and Exchange Commission.

The remuneration of directors and senior executives for 2015 is disclosed on Page 112 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 2015, 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 2015 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 Compensation
Committee
(1 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
-
1/1
1/1
3. Professor Paichitr Rojanavanich
12/12
-
16/16
-
1/1
4. Ms. Prakong Lelawongs
12/12
-
16/16
-
1/1
5. Mr. Pracha Jaidee
12/12
-
16/16
-
1/1
6. Ms. Panit Pulsirivong
12/12
-
-
1/1
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 Compensation and Nomination 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.