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SCI Annual Report 2015

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<strong>SCI</strong> Electric Public Company Limited<br />

5. Specify the company’s goals, methods, policies, plans, and budget, as well as control and manage the administration<br />

following to the specified policies, except for these following regulations that the approval of the Board is required<br />

before the operation;<br />

The operation of some duties requires the approval of the Board, such as increasing or decreasing the capital,<br />

the launch of the debenture, the trade among other companies, and the revision of the regulations.<br />

Moreover, the Board is responsible for supervising the company’s management to fulfill the legal regulations,<br />

specifically the Securities and Exchange Act and the regulations of the Stock Exchange of Thailand. These include<br />

the connected transactions, the trade of assets following to the regulation of the stock exchange, and other laws<br />

related to the industry.<br />

6. Examine the administrative structures, appoint the Board members, managing directors, and other committees due<br />

to the appropriateness;<br />

7. Follow up with the management in order to constantly ensure the maintenance of the plans and budget;<br />

8. Approve the opening and closing of accounts with the bank or other financial institutions, along with the conditions<br />

of withdrawal and other financial transactions;<br />

9. Approve the invested capital following to the annual expenditure;<br />

10. Specify the company’s structures and assign duties towards the executive directors;<br />

11. Possess the capability to authorize representative(s) to other staff to perform duties under the control of the executive<br />

directors or any types of appropriate authority during the period of time. Nevertheless, the assignment could be<br />

canceled, ignored or revised by the person who assigns the authority as appropriate, and that the assignment would<br />

not be operated on those who might be against the interests of the company;<br />

12. The authorized committees shall not perform or participate in any similar business that could turn to be the company’s<br />

rivals. This includes possessing shares or participating in any limited partnership as an unlimited liability partner, and<br />

working as a committee at a private company or other business in the similar industry that could be considered as<br />

competing with the company’s achievements, no matter for the person’s interests or others’. Notwithstanding, the<br />

operation could be fulfilled if the committee has informed the Board before the assignation;<br />

13. The committees shall inform the company without hesitancy if his/her interests could be directly/indirectly diminished<br />

or increased by the company’s contracts, shares, or other assets of the company.<br />

The Audit and Risk Management Committee<br />

The 1/<strong>2015</strong> Extraordinary General Meeting of Shareholders, held on April 22, <strong>2015</strong>, resolved to appoint the Audit and Risk<br />

Management Committee consisting of 3 members as follow:<br />

1. Mrs. Pranee Phasipol1, Chairman of the Audit and Risk Management who is intellectual and experienced enough to<br />

be responsible for reviewing the reliability of financial statements.<br />

2. Mrs. Chattong Tippayakalin, Audit and Risk Management Committee<br />

3. Ms. Chaovana Viwatpanachati2, Audit and Risk Management Committee, who is intellectual and experienced enough<br />

to be responsible for reviewing the reliability of financial statements.<br />

Miss Patcharapa Thepsaman, served as Secretary to the Board of Audit and Risk Management Committee.<br />

1/ Highest Education: Master of Accounting, Faculty of Commerce and Accountancy, Thammasat University<br />

Experience: Present<br />

- Audit Committee of Dusit Thani Company Limited (Public)<br />

- Chairman of the Subcommittee of the of Certified Accountants and Auditors of Thailand,<br />

Federation of Accounting Professions<br />

- Qualified Director in the Board of SEC<br />

2/ Highest Education: Master of Accounting, Chulalongkorn University<br />

Experience: Present - Managing Director of Office Pitisevi Co., Ltd. (Accounting Office)<br />

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