SCI Annual Report 2015
Annual Report Annual Report
SCI Electric Public Company Limited Corporate Governance 146
Management Structure Board The Management Structure of the Company consists of the Board of Directors, the Audit and Risk Management Committee (“Audit Committee”), the Executive Committee, the Nomination and Remuneration Committee, and the Executives, details as follow; Board of Directors The Company’s Board of Directors consists of 10 members as follow Annual Report 2015 Name Position 1. Mr. Noppol Milinthanggoon Chairman of the Board / Independent Director 2. Mrs. Pranee Phasipol Chairman of the Audit and Risk Management / Independent Director / Nomination and Remuneration Committee 3. Mrs. Chattong Tippayakalin Audit and Risk Management Committee / Independent Director 4. Ms. Chaovana Viwatpanachati Independent Director 5. Mr. Sumeth chailertvanitkul Chairman of the Nomination and Remuneration Committee / Independent Director 6. Ms. Aunada Phruttinarakorn Nomination and Remuneration Committee 7. Mr. Kriangkrai Pheanvitayaskul Director 8. Mr. Thanawat Yanisrangkul Director 9. Mr. Sirichai Phruttinarakorn Director 10. Mr. Vichai Yanisrangkul Director Mrs. Wanida Phruttinarakorn, served as Secretary of the Company Authorized Directors The Authorized Director of the company is either Aunnada Pruthinarakorn, Sirichai Pruthinarakorn, or Kriangkrai Pienwittayasakul. Two of the specified directors have signed the contract, along with the official seal of the company. Guidelines and Responsibilities of the Directors During the Extraordinary General Meeting, also known as EGM on April 22nd, 2015, it was concluded that the Authorized Directors could hold authorities and responsibilities towards the company in order to satisfy the legal regulations, as well as the company achievements and managements with the awareness and honesty. The authorities and responsibilities of the directors could be summarized as follows; 1. Arrange the Annual Extraordinary General Meetings within 4 months counted from the final date of the company’s accounting period; 2. Arrange an Executive Meeting at least quarterly, as well as the Board Meeting at least semiyearly in order to maintain the excellent managements and operations; 3. Arrange the profit and loss statement of the company on the final date of the accounting period, which is later checked by an auditor and presented during the Extraordinary General Meeting for an approval; 4. The Board representative(s) or another staff may be authorized to perform duties under the authority of the Board or follow the Board’s orders, which could be cancelled or revised following to the Board’s sentiments; Additionally, the Executive Directors may be authorized by the Board in terms of the responsibilities and guidelines that they are supposed to be responsible for. Nonetheless, the authorization shall not negatively affect or go against the interests of the Board, authorized representatives, other concerned committees, and the company or chained companies. This, however, excludes the approval involved in the policies and regulations of the Board, conforming with the law. 147
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Management Structure<br />
Board<br />
The Management Structure of the Company consists of the Board of Directors, the Audit and Risk Management Committee<br />
(“Audit Committee”), the Executive Committee, the Nomination and Remuneration Committee, and the Executives, details as follow;<br />
Board of Directors<br />
The Company’s Board of Directors consists of 10 members as follow<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2015</strong><br />
Name<br />
Position<br />
1. Mr. Noppol Milinthanggoon Chairman of the Board / Independent Director<br />
2. Mrs. Pranee Phasipol Chairman of the Audit and Risk Management /<br />
Independent Director / Nomination and Remuneration Committee<br />
3. Mrs. Chattong Tippayakalin Audit and Risk Management Committee / Independent Director<br />
4. Ms. Chaovana Viwatpanachati Independent Director<br />
5. Mr. Sumeth chailertvanitkul Chairman of the Nomination and Remuneration Committee /<br />
Independent Director<br />
6. Ms. Aunada Phruttinarakorn Nomination and Remuneration Committee<br />
7. Mr. Kriangkrai Pheanvitayaskul Director<br />
8. Mr. Thanawat Yanisrangkul Director<br />
9. Mr. Sirichai Phruttinarakorn Director<br />
10. Mr. Vichai Yanisrangkul Director<br />
Mrs. Wanida Phruttinarakorn, served as Secretary of the Company<br />
Authorized Directors<br />
The Authorized Director of the company is either Aunnada Pruthinarakorn, Sirichai Pruthinarakorn, or Kriangkrai Pienwittayasakul.<br />
Two of the specified directors have signed the contract, along with the official seal of the company.<br />
Guidelines and Responsibilities of the Directors<br />
During the Extraordinary General Meeting, also known as EGM on April 22nd, <strong>2015</strong>, it was concluded that the Authorized<br />
Directors could hold authorities and responsibilities towards the company in order to satisfy the legal regulations, as well as the<br />
company achievements and managements with the awareness and honesty. The authorities and responsibilities of the directors<br />
could be summarized as follows;<br />
1. Arrange the <strong>Annual</strong> Extraordinary General Meetings within 4 months counted from the final date of the company’s<br />
accounting period;<br />
2. Arrange an Executive Meeting at least quarterly, as well as the Board Meeting at least semiyearly in order to maintain<br />
the excellent managements and operations;<br />
3. Arrange the profit and loss statement of the company on the final date of the accounting period, which is later<br />
checked by an auditor and presented during the Extraordinary General Meeting for an approval;<br />
4. The Board representative(s) or another staff may be authorized to perform duties under the authority of the Board or<br />
follow the Board’s orders, which could be cancelled or revised following to the Board’s sentiments;<br />
Additionally, the Executive Directors may be authorized by the Board in terms of the responsibilities and<br />
guidelines that they are supposed to be responsible for. Nonetheless, the authorization shall not negatively affect or<br />
go against the interests of the Board, authorized representatives, other concerned committees, and the company<br />
or chained companies. This, however, excludes the approval involved in the policies and regulations of the Board,<br />
conforming with the law.<br />
147