INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

SAHA-UNION
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6. Determine the authority scope of the Company’s Managing Director
7. Consider the work plans and annual budgets proposed by the Company’s Managing Director.
8. Evaluate the work performance of the Company’s Managing Director and determine the annual service remunerations
for the Affiliates’ Managing Directors.
Regarding the performance under its authorities, the Board of Directors may appoint any one or more director(s) or other
persons to act on its behalf.
The Board of Directors shall appoint a director as the President with the authorities as the Board of Directors consider
appropriate.
The Board of Directors shall consist of at least 5 members, where at least one half of its total directors shall be domiciled
in the kingdom and at least three-fourths of its total directors shall be of Thai nationality.
Election of the Company’s Directors shall be made by the shareholders meeting in accordance with the criteria and
procedures based on the information on page 46.
The Company’s Board of Directors consists of 5 independent directors or 1/3 of them as follows:
1. Mr. Sompop Amatayakul
2. Mr. Chakchai Panichapat
3. Mrs. Araya Arunanondchai
4. Miss Pakinee Prettitumrong
5. Mr. Yanyong Tangchitkul
Criteria for Election of Independent Directors
The Company has its criteria for election of the independent directors by recruiting persons who; not being the regular
Company’s executives; have the recognized abilities, experiences, and good understanding of the nature of the company’s
business and have vision and devotion of time for performing the duties as well. Such persons must also be qualified according
to the related announcements, regulations and requirements of the government authorities. Such elected persons, who the
Company has considered that they could make use of their knowledge and ability to benefit the business operation of the
Company and its affiliates, will be invited to assume the positions of independent directors of the Company.
Board of Directors’ Meeting
The Company normally holds the Board of Directors’ meeting at least once a month in order to consider issues proposed by
the management team and pass the resolution of each issue for further action as appropriate and to follow up the business
operations to see whether or not they conform to the specified objectives or plans, and whether there are any problems
that need solution and to assign a person to further monitor and implement such plan of solution. In 2011, there were 12
Board of Directors’ meetings. Directors who had no businesses abroad or force majeure attended all meetings. Since the
Company has a lot of investments abroad, some directors were necessiated to direct and monitor the businesses that the
Company mainly invested in abroad and therefore were unable to attend the Board of Directors’ monthly meetings. In 2011,
the directors who were in the subsidiary offices in Shanghai or Hong Kong would attend the Board of Directors’ meetings
via VDO conference. The Company secretary, however, regularly and continuously forwarded the minutes of meetings to
all directors, either absent or present in the meetings, for acknowledgement and receiving suggestions (if any).