Authority and Responsibilities
Authority and Responsibilities of Chairman of the Board of Directors
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Responsible as the leader of the Board of Directors to oversee, monitor, supervise, and the duties’ performance of the Executive Board and other Committees to make them achieve the objectives, policies, and goals of the organization pursuant to the specified plan efficiently and effectively.
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Ensure that all directors contribute to the company’s ethical culture and good corporate governance. The board should assume a leadership role in creating and driving a culture of compliance and ethical conduct throughout the company, and lead by example.
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Set the board meeting agenda by discussing with the CEO and Independent Director to ensure that important matters are included in the agenda and proposed thoroughly to the meeting.
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Call the Board of Directors’ meeting and overseeing the delivery of the notice which included the sufficient documents and having time for the Directors to consider.
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Act as the Chairman of the Board of Directors’ meeting and the Shareholders’ meeting and controls the meeting effectively in accordance with the Company’s Article of Association and the agenda.
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Allocate sufficient time for the Board and the Executives to propose all topics, and for Directors to debate important matters thoroughly, as well as encourage the Directors to exercise independent judgment for the best interest of the Company.
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Act as a decisive vote in Board meetings in case of equal votes of both sides.
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Promote the constructive relations between all the Committees, and between the Directors and the Executives.
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Oversee and monitor the disclosure of information, in compliance with relevant rules and regulations, on the annual information disclosure form (Form 56-1), annual report (Form 56-2) and the company website www.tndt.co.th
Authority and Responsibilities of the Board of Directors
Strategy / Policy
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Specify, review and approve the vision, mission, commitment, policies, strategies, goal, business plans, budget and operating direction of the Company annually, as well as allocate the significant resources appropriately by deploying the suitable technology and innovation, and having the access protection system, in order for the effective and efficient performance as specified.
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Oversee and monitor the business operations to be tailored to changing internal and external factors appropriately, by adhering on the corporate governance, ethics and good moral, the activities that benefit to society as a whole and does not affect directly and indirectly to all stakeholders.
The Executives is assigned to set up, review and develop the policies/manuals, such as the Charter of the Board of Directors, Principles of Corporate Governance, the Code of Business Conduct or Anti-corruption policy in written, to communicate to directors, executives, and employees for adhering as a common practice. -
Consider, select, appoint, remove, transfer and determine Authority and Responsibilities of the Board of Directors, sub-Committee, Managing Director / CEO, and Company Secretary Including Executives.
Role and Duties
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Perform duties in accordance with Authority and Responsibilities in accordance with the laws, regulations, objectives, and the Company’s Article of Association including other relevant matters as well as the resolutions of the Board of Directors and the shareholders’ meeting compliance with their fiduciary duties for the Company’s best interest.
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Responsible for shareholders’ right on equitable basis and operate with the shareholders’ best interest at heart. Ensure information disclosure is accurate, complete, transparently, timely and in compliance with the relevant regulations, rules, and regulations of the relevant agencies.
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Review and approve, as well as to supervise and monitor the performance regularly, to ensure that the operations are in line with the policy.
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Consider and approve the Company’s authority plan regarding the necessary and relevant matters to the Company or beneficial to the business of the Company. The authorities of the Board of Directors are as follows:
4.1 Authorize the search for and the investment in properties, when the budget is more than the authority of the Executive Board.
4.2 Authorize the search for, repair and sales of the movable assets, when the budget is more than the authority of the Executive Board.
4.3 Authorize the investment, the sales in equities, and/or debt instruments when the budget is more than the authority of the Executive Board.
4.4 Authorize the founding, merging or dissolution of the subsidiaries.
4.5 Authorize the obtaining or cancellation of the credit facilities when the budget is more than the authority of the Executive Board.
4.6 Authorize the loaning to the companies that is also the Company’s shareholders or to companies that engage in business deals together or to any other companies when the budget is more than the authority of the Executive Board.
4.7 Authorize the guarantee of the credit facilities to the companies that is also the Company’s shareholders or to companies that engage in business deals together or to any other companies when the budget is more than the authority of the Executive Board. -
Appoint / authorize a director, several directors, or any other persons (“Attorney”) to perform any actions on behalf of the board of directors under the extent authorized by the Board of Directors deems appropriate. The Board of Directors may cancel, withdraw, change or revise authorizations as deemed necessary.
Thus, authorizations must not have characteristics of allowing the aforementioned persons to consider and/or approve of transactions in which they or other persons with potential conflicts of interests as stakeholders or other potential conflicts of interest with the company or its subsidiaries, except for approval of routine business transaction according to normal trade conditions or according to policies and criteria considered and approved by the Board of Directors under criteria, conditions and designated methods concerned with connected / related transactions and acquisition or distribution transaction of key properties of registered companies according to announcements by the Capital Market Supervisory Board and/or the Stock Exchange of Thailand and/or any other announcements by related agencies. -
Consider, appointment, the scope of authority and responsibilities, Management Structure of the Executive Committee, Managing Director and Sub-Committees such as the Audit Committee, the Nomination and Remuneration Committee, etc., as appropriate.
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Consider / appoint / determine the scope of authority, responsibility, management structure in written for individuals who act as a director, executive or authorized person in a subsidiary, in order to perform the duties as assigned and in accordance with the subsidiary’s policy. They are to protect the interests of subsidiaries and in compliance with the policy of the parent company, including to disclose important information, such as connected transactions or capital increase/reduction transactions, etc.
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Consider and approve the guidelines and policies of the remuneration of the Company’s Directors and the Top Executives by the Board Nomination and Remuneration Committee present.
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Consider and approve the remuneration of the Board of Directors as proposed by the Nomination and Remuneration Committee before proposing to the shareholders for approval.
Overseeing and Monitoring Compliance
- Oversee and monitor the executives to perform various matters according to the policies, goals and defined work plans to increase the maximum economic value to the Company and report of the performance to the Board for acknowledgment and evaluation of performance.
- Oversee and monitor the Company’s compliance with regulatory laws, rules and regulations of the Securities and Exchange Commission (SEC), the Capital Market Commission, the Stock Exchange of Thailand (SET) and / or agencies associated with the Company’s business.
- Oversee the directors to take responsibilities and allocate sufficient time to enable performing their duties as assigned.
- Determine, review and approve the charter of the Board of Directors and Sub-Committees annually and perform the duties completely.
- Consider and approve the Report of The Sub-Committees’ responsibilities and the Accountability to Financial Report.
- Have the policy to empower non-executive directors, independent directors/audit committee / non-executive directors mutualize the meeting as necessary, to discuss various matters regarding the management as their interesting without the management attending.