Corporate Governance

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Accountability of the Board of Directors.

Directors Authorized to Sign on Behalf of Krungdhep Sophon Public Company Limited

             Two directors jointly sign and seal of the company. Mr. Ovart Phanprechakij and Mr. Amorn Asawanont does not have the authority to sign on behalf of the Company.

Roles, Duties and Responsibilities of the Board of Directors

             The Board of Directors is duty bound to act in accordance with the law, the company’s objectives and resolutions of the Shareholders’ Meeting, including compliance with the criteria and regulations of the Stock Exchange of Thailand and the Exchange and Securities Commission.
             The Board of Directors is accountable to shareholders for the company’s business operations and corporate governance in accordance with management objectives and maximization of shareholders’ benefit within the framework of sound business ethics whilst taking into account the benefits of all stakeholder groups. The Board of Directors appoints the Managing Director who functions as Chief Executive Officer, provided that the Managing Director does not hold the position of Chairman of the Board of Directors. The Board of Directors also determines remuneration rates.
             The Board of Directors have set the following scope of work as their duties and responsibilities to authorize:

Set up of Policies and Procedures

Human Capital Resources

             The Board of Directors have the authority to select and appoint key management resources and committees to help manage the business processes in accordance to the regulations of the Company:
The Committees are:
             – Audit Committee
             – Risk Management Committee
             – Nomination and Compensation Committee
Members of Management:
             – Managing Director of Krundhep Sophon PCL
             – Managing Directors of the Companies Subsidiary Units
             – The Financial Controller or Chief of Finance
             – Company Secretary


             The Board of Directors have the authority to approve policies and procedures to consider business strategies, business action plans, business budget, organization structure, salary structure, the company’s compensation and benefit scheme and structure, and manpower requisition.


             The Board of Directors have the authority to approve the annual budget laying out the targets on revenue, expenses and net profits, inclusive of :
             – Capital expenditure (CAPEX)
             – Operation expenditure (OPEX)

Regulate and Manage the Managing Director of Krungdhep Sophon PCL to manage the Company and its subsidiary units within the rules and regulations and targets as set up the board of directors

Related Parties Transaction Practice

             In accordance with clause 89/2 of the Securities and stock Exchange Act (4th edition) B.E. 2551, the company’s Board of Directors Meeting No. 3/2551 held on August 2008, considered and approved the principle of authorizing the management to approve transactions in case of the company or its subsidiary has transactions with their executive director (s) or related parties, assuming that these transactions are normal business transactions or transactions that support normal business undertakings under general trade conditions in the same manner that a conscionable person may transact with partner(s) joined by a general agreement under similar circumstances, subject to commercial bargaining power and without any influence to their status as director, executive or related party. In this regard, the management will submit Quarterly. Related transactions reports to the Board of Directors whenever any such transaction has been approved.

Board of Directors Meeting:

             The Committee is scheduled to meet at least one time per quarter.
             The Chairman of the Board executes the duties and functions of the Board of Directors, determines the agendas of each meeting, The Chairman of the Board shall present a summary of substantive issues that relate to the agenda of the meeting, provide opportunity and encourage each director to express his/her views, sum up various viewpoints and present conclusions derived from the meeting.
             During the Board meeting, any director who has significant stake in the issue under consideration shall not be present during deliberation of the issue, and during the Board’s deliberation of any agenda, directors are entitled to demand or examine relevant documents, request detailed clarification from the management, and also propose that external consultants or experts be hired to give their opinion at the expense of the company.
             Board resolutions shall be based on majority votes. If directors object to such resolutions, their objections shall be recorded in the minutes of the meeting.