INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

SAHA-UNION
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5.5 The Board of Directors has set up the Internal Audit Department in the Company, having duties of following the audit
plans and other specific audits as needed.
5.6 An audit report by the Internal Audit Department shall be submitted to the Audit Committee for consideration, as the
details were shown in item 5.21.
5.7 The Audit Committee shall prepare a summary report on corporate governance and inspection of internal control
system with comments about the results of the audit by the Internal Audit Department every quarter to inform the
meeting of the Board of Directors.
5.8 In case of related transactions, the Audit Committee shall consider the transactions and give comments concerning
appropriateness of the transactions and the pricing to be presented to the Board of Directors before performing the
transactions.
5.9 The 2011 report of the Audit Committee can be found in the document entitled a report of corporate governance by
the Audit Committee on page 75.
5.10 Every Director has participated in the training relating to the duties of the Directors organized by the Thai Institute of
Directors (IOD).
5.11 Besides the basic training of IOD, many Directors have participated in continuing courses, the details of which are
shown in the training experience of the Directors on page 16.
5.12 In the previous year, there were 12 meetings of the Board of Directors where each Director performed duties as
appearing in the information of the Board of Directors’ meeting in the Section “Structure of Management”. Normally, all
members of the Board shall convene on a regular basis, except those who were assigned to supervise the Company’s
businesses abroad may attend the meeting via video conference for their active participation in good governance.
• Normally, non-executive Directors such as the Audit Committee who are also Independent Directors would have
opportunities to convene among themselves with no management in order to evaluate any interesting matters or
to convene with the Company’s auditor.
• The Company has clearly separated the roles, duties and responsibilities between the Board of Directors and
the management. In case, the management deems expedient to propose any matter for the Board of Directors’
consideration according to the scope of powers and duties, the management will regularly manage to do so.
5.13 The Board of Directors shall regularly evaluate its performance of work on a yearly basis; and the Company’s secretary
shall gather and report the result thereof to the whole Board of Directors for acknowledgment and consideration of
improvements.
Regarding the performance of work of the President, the Nomination and Remuneration Committee will consider it for
the purpose of remunerations determination.
5.14 According to the Company’s policy, visions and missions relating to employees and the management, the Company
has its succession plan of high ranking executives and the management at least 1-2 years in advance. Moreover, there
are training and development plan and successor’s identification for continuous operation of work and achievement
of prescribed objectives.
5.15 The Company has established the Risk Management Sub-Committee to organize meetings, set up the plans, procedures
and implementation concerned, and provide training concerning risk management to the Company’s management
and employees for the operation to meet the organizational objectives and move towards the same direction with
follow-up system for proper implementation depend on changing situations.
5.16 The Company has a clear policy on conflicts of interest specifying in the Company’s Articles of Association with a
concrete management.
5.17 The Company has already appointed the Company’s secretary, with responsibilities of giving advice on applicable laws,