SCI Annual Report 2015

Category 5: The Responsibility of the Board of Directors
(1) Framework of the Board of Directors
The Company’s Board of Directors consists of well-rounded individuals with knowledge, expertise and experienced
in business operations which will be a great benefit to the Company. The Board of Directors will be appointed at the
shareholders’ meeting, consisting of 10 directors will be 5 independent directors, comprising of 1 President, 3 Audit and
Risk Management directors and 1 Nomination and Remuneration director. Two of the Audit and Risk Management
Committee has sufficient background and experience in accounting to perform their duty as well as to monitor the
credibility of the financial budget. Nevertheless, it is the Company’s policy that at least one out of three directors will be
independent director, acting on behalf of the minority shareholders as well as to monitor and counterbalance the
Company’s business management to ensure that every shareholder will be treated with equitable basis and receive the
utmost benefits. Independent directors will perform their duty on a 3-year term basis.
The Company’s President must not be the same person with the Chairman of the Board and Chief Executive Officer
in order to counterbalance and verify the Company’s operation management. Moreover, the Company has clearly
identified responsibility and duty of the Board of Directors, directors, Chairman of the Board and CEO to limit their
authorization power with regard to financial budget.
(2) Sub-committee
The Board of Directors has appointed the sub-committee to assist in good corporate governance comprising
of the following:
• 10 directors responsible for monitoring the efficiency and flexibility of the Company’s business operation and
performance as indicated by the Board of Directors
• 3 directors in the Audit and Risk Management Committee with one director possessing experience in accounting
and finance as well as be responsible for monitoring the Company’s business operation as prescribed by the
Board of Directors. Every director must possess qualification as stated in rules and regulations regarding security
and stock market or rules, announcement, obligation and regulation established by the Stock Exchange of
Thailand (SET)
• 3 directors in the Nomination and Remuneration Committee with at least 1 out of 3 directors must be an
independent director. The Chairman of the Nomination and Remuneration Committee shall be an independent
director with direct responsibility in identifying criteria and policy in nominating and remunerating the subcommittee,
including the duty in appointing and proposing qualified individual to undertake the director
position and to specify remuneration for every director of the Company.
Nonetheless, the Company may appoint other sub-committees in the future so as to perform any assigned tasks
as well as to relieve the work load of the Company’s directors.
(3) Duty and Responsibility of the Directors
The Company’s directors have to perform their duty with utmost care and integrity in specifying policy, vision, strategy,
goal, objective, mission, business plan and budget as well as monitoring the Company’s business operations to be
efficient and effective as prescribed by law, objective and regulations of the Company, including shareholders’ resolution.
The Company’s directors have established the following:
3.1 Business Codes of Conduct
The Company has set its business codes of conduct as operational guidelines for directors and the Audit and
Risk Management Committee as well as every employee. The Company has strongly emphasized on confidentiality
of information, integrity and loyalty, compliance with laws and regulations, respect of equal rights, resources
conservation as well as environmental concern. The emphasis on the Company’s codes of conduct helps
facilitate its business operation and internal control to be more efficient as well as strengthen trust and
credibility among investors.
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Annual Report 2015