INTEGRITY QUALITY SERVICE - Saha-Union Co., Ltd

SAHA-UNION
55
the operational staff. There is the separation of duties between the operational staff, the controllers, and the evaluators
to create the balance of powers and cross checking. Moreover, the financial reports were proposed to the management
to follow up the effectiveness of the operation and to maintain the property for the benefits of the Company. Details
of the Board of Directors’ opinions on the internal control system are disclosed on page 57-58.
The Company has established the Internal Audit Department to audit the work system and main operations and
financial activities of the Company whether they are effectively carried out in compliance with the prescribed guidelines.
The Department has been directly assigned by the Audit Committee, according to the annual audit plan, and also
has special ad-hoc assignments, as may be necessary; the Department must report the audit result to the Audit
Committee. Moreover, in case of urgency, the Department must also report to the management directly in order to
consider and correct the situation in time. For this purpose, the Internal Audit Department of the Company shall also
have its independence in reporting the audit result to the Audit Committee.
5.22 The Nomination and Remuneration Committee:
The Board of Directors has established the Nomination Committee and Remuneration Committee as the same members.
The Committee mainly consists of Independent Directors (66%), including the Chairman, an Independent Director.
The Committee comprises of Directors with relevant experiences and qualifications, as follows:
Name
Position
1. Mr. Sompop Amatayakul Chairman of Nomination and Remuneration Committee / Independent Director
2. Mrs. Araya Arunanondchai Nomination and Remuneration Committee / Independent Director
3. Mr. Chutindhon Darakananda Nomination and Remuneration Committee
Scope of duties and responsibilities:
1. Establish the procedures for nomination of Directors;
2. Select and nominate the qualified individuals as new Directors;
3. Determine the procedures of remuneration for Directors;
4. Determine the amount of remunerations for Directors to be proposed to the Board of Directors’ Meeting for
approval;
In 2011, there was no meeting of the Nomination and Remuneration Committee since the selection of appropriate
committee and the determination of remunerations for Directors for 2011 had been done in 2010.
5.23 Independent Directors
The Company had 5 Independent Directors from the total of 15 Directors of the Company, or one-third of all Director,
at the end of 2011. Qualifications of Independent Directors are as requirements of the Securities and Exchange
Commission with knowledge about the Company’s businesses.
5.24 There were 7 out of 15 (46.67%) Directors in the Board of Directors, who were not in the management position.
5.25 The Company had no plan to entitle the management to trade the Company’s stocks;
5.26 In the previous year, the Board of Directors has followed up and supervised the operating results of business activities
in accordance with the Company’s objectives and policies, which have been determined with transparency and
correctness in conformity with the rules and regulations of the Company. Therefore, there have been no actions or
offences against the related rules and regulations.
5.27 The Company’s corporate governance policy has been against corruption, giving neither cooperation nor involvement
with any corrupted matters.