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The Executive Committee (EXCO)

As at June 2022, the Company’s Executive Committee comprises the following members:

  No Name Title
  1 Mr. Arapat Sangkharat Chairman of the Executive Committee
  2 Mr. Koh Swee Ong Member of the Executive Committee
  3 Mr. Tii Charusorn Member of the Executive Committee
  4 Mr. Vichet Pornsinsiriruk Member of the Executive Committee
  5 Mr. Sittiporn Sorngarn Member of the Executive Committee
  6 Ms Areeya Kanchanabat) Member of the Executive Committee
  7 Ms. Kritsayagul Kongchai Member of the Executive Committee
  8 Ms. Khwanhathai Winitnaiyapak Member of the Executive Committee

 

The EXCO shall function as the highest management approving authority of Thailand’s Management Committees. Its key functions, activities and authorities shall include but not be limited to the following:. 

 Scope of Power and Duties of the Executive Committee 

  1. To provide the strategic direction of critical projects and future business growth;
  2. To review and endorse planning and resource allocation activities in support of critical initiatives including investment commitments and procurement activities;
  3. To review and endorse business plans / proposals of the respective business units;
  4. To approve the development and launch of new products and / or services;
  5. All financial matters of Thailand, within its authority, including capital management;
  6. To consider and / or participate in business partnerships, joint ventures, mergers and acquisitions for Thailand;
  7. Procurement activities for purchases of assets, services, resources etc., in excess of delegated country and/or individual authorities;
  8. Divestment of assets and investments in excess of delegated country and/or individual authorities;
  9. Internal restructuring, dissolution and / or amalgamation activities of both the business and operational functions of Thailand;
  10. Human resource related matters including the recruitment, removal, reassignment, etc of senior management and office bearers in excess of delegated country and/or individual authorities;
  11. To participate in setting and reviewing significant key performance indicators in order to monitor the quality and performance of Thailand’s businesses and operations;
  12. Remuneration and compensation packages for senior staff and office bearers in excess of delegated country and/or individual authorities;
  13. Maybank Kim Eng Group related matters, impacting Thailand;
  14. Deliberate and monitor the resolution progress and / or closure of both supervisory concerns and internal audit / review findings;
  15. Organization of public relations and / or marketing campaigns in excess of delegated country and / or individual authorities;
  16. Oversight of country’s management committees and Terms of Reference; and
  17. Any other matters as instructed by the Board.


The EXCO does not have the power to approve any transactions or matters where there is a conflict of interest with the Company or its subsidiary (if any). Disclosure of transactions with conflict of interest must be made to the Board of Directors for consideration.

Scope of Power and Duties of the EXCO is in accordance with guidelines for granting power by the Board of Directors that was authorized by the Board of Directors’ meeting no. 2/2012 held on May 3, 2012.

Any matters that are beyond the scope as specified above will not be under the EXCO’s responsibility unless so authorized by the Board of Directors on a case-to-case basis.

 

The Audit Committee

The Audit Committee comprises of 4 directors as follows:

No

Name

Title

1.

Ms.Sopawadee Lertmanascha

Chairmanof the Audit Committee

2. 

Dr. Areepong Bhoocha-oom

Member of the Audit Committee

3. 

Mr. Hans Johan Patrik Sandin

Member of the Audit Committee

4. 

Mr. Ricardo Nicanor Jacinto

Member of the Audit Committee

Scope of Duties and Responsibilities of the Audit Committee 

  1. Review the Company’s financial reports to ensure their accuracy and sufficient disclosure of information by coordinating with external auditors and management responsible for preparing quarterly and yearly financial reports. The Audit Committee may suggest issues or matters to be included for review or audit by the external auditors while auditing of the Company is proceeding;
  2. Review adequacy and effectiveness of internal control system and internal audit function, consider independence of internal audit function and approve nomination, transfer and relinquishment of position of head of internal audit function or other functions related to internal audit;
  3. Review the Company’s compliance with the Securities and Stock Exchange Act, rules and regulations of the Stock Exchange of Thailand or other laws relating to securities businesses;
  4. Consider and advise on appointment of the external auditor of the Company, including the audit fee by considering the credibility, the adequacy of existing resources, the firm’s performance and experience of its professional staff. The Audit Committee has to participate in meeting with the external auditor without management participation at least once a year;
  5. Consider connected transactions or other transactions with potential conflict of interest to ensure they are conducted properly in accordance with relevant SET rules for the best interest of the Company;
  6. Conduct any other matters assigned by the Board of Directors and agreed by the Audit Committee such as reviewing the Company’s financial and risk management policies, reviewing compliance with the Code of Conduct by the management and reviewing all important reports in conjunction with the management to be disclosed to the public as required by law (e.g. management report and management, discussion and analysis (MD&A)); and
  7. Report activities of the Audit Committee in the Company’s annual report signed by the Chairman of the Audit committee. Such reports should include the following information:

    • Opinion on accuracy, completeness and reliability of the Company’s process of reporting and disclosing financial information;
    • Opinion on sufficiency of the Company’s internal control system;
    • Supporting reasons whether or not the Company’s external auditors should be re-appointed;
    • Opinion on the Company’s compliance with the Securities and Stock Exchange Act, rules and regulations of the Stock Exchange of Thailand or other laws relating to its businesses; and
    • Other reports deemed appropriate to be disclosed to shareholders and general investors as assigned by the Board of Directors.

 

Nomination and Remuneration Committee

The Nominating Committee is comprised of 4 directors as follows:

No

Name

Title

1.

Ms. Sopawadee Lertmanaschai

Chairmanof the Audit Committee

2. 

Dr. Areepong Bhoocha-oom

Member of the Audit Committee

3. 

Ms. Hamidah Binti Moris

Member of the Audit Committee

4. 

Mr. Hans Johan Patrik Sandin

Member of the Audit Committee

 

Scope of Duties and Responsibilities of the Nomination and Remuneration Committee

  1. To nominate qualified candidates as new directors or CEO; 
  2. To determine the procedures and criteria for nomination of Company’s directors or CEO and ensure the procedures are made on a transparent basis.
  3. To formulate he Company’s policies with regard to employment and compensation for employment or termination of employment to be granted or awarded to the Company’s employees or directors, and determining the level of compensation and other remunerations to be granted to employees and directors.To determine and set fair and clear compensation of any kind to be granted or awarded to directors and employees of the Company
  4. To consider granting or awarding compensation of any kind to management as appropriate, including payment of bonus and payment in the form of securities granting.
  5. To conduct any activities deemed necessary and appropriate in conforming with compensation policy regarding form, procedures and details about allocating of securities to employees.

The Chairman of the Compensation Committee would be responsible for providing any information necessary for conducting research in regard to employment to external advisors freely.

The Compensation Committee would be responsible for controlling expenses incurred to employ such independent external advisors as well as considering and reviewing appropriate compensation rate, taking into account all relevant factors.

The Compensation Committee would specify compensation base, increase in compensation and the overall compensation policy. The Compensation Committee will report such matters directly to the Board of Directors and provide opinion on the compensation to be made to senior management.  

The Compensation Committee would accept and listen to opinion as provided by the CEO and the COO, and provide recommendations to the Board of Directors for approval.

 

Other Committee

The Good Corporate Governance Committee

The Good Corporate Governance Committee was set up in accordance with the resolution of the Board of Directors’ meeting No.6/2007 held on November 18, 2007. The Good Corporate Governance Committee consists of the members as follows:

No

Name

Title

1.   

Dr. Areepong Bhoocha-oom

Chairman of the Good Corporate Governance Committee

2.    

Ms. Sopawadee Lertmanaschai

Independent Director

3.    

Ms. Hamidah Binti Moris

Member of the Committee

4.    

Mr. Hans Johan Patrik Sandin

Independent Director

5

Mr. Ricardo Nicanor Jacinto

Independent Director

6

Mr. Arapat Sangkharat         

Member of the Committee


Monitor, evaluate the result of conformance with good corporate governance principles and business ethics & professional conduct by of directors, executives and employees and provide any suggestions regarding such matters;Determine good corporate governance principles and business ethics & professional conducts of directors, executives and employees;Scope of Duties and Responsibilities of the Good Corporate Governance Committee

  1. Arrange any activities to encourage directors, executives and employees to understand more about good corporate principles and realize the necessity to conform to specified business ethics and professional conduct; and
  2. To ensure full and fair disclosure of conformance with good corporate governance principles in the Company’s annual report.

 

Management Risk Committee

  No

Name

Title

  1. 

Mr. Arapat Sangkharat

Chairman of the of the Committee

  2.    

Mr. Koh Swee Ong

Member of the Committee

  3. 

Mr. Sittiporn Sorngarn

Member of the Committee

  4. 

Mr. Vichet Pornsinsiriluk

Member of the Committee

  5.

Mr. Tii Charusorn

Member of the Committee

  6.

Ms. Kritsayakul Kongchai   

Member of the Committee

  7.

Ms. Vipawadee Lertsrisuriya

Member of the Committee

  8.

MS. Areeya Kanchanabat 

Member of the Committee

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