We aim to be the most preferred non-life insurer in Thailand

THE MANAGEMENT
Management Structure
The Company’s management structure consists of 2 major groups, namely:
1. The Board of Directors, together with 2 ad hoc sub-committees comprising the Audit Committee and the Remuneration
and Nomination Committee, and
2. The Company’s Management.
1. Board of Directors and Sub-Committees
1.1 Board of Directors
The structure of the Company’s Board of Directors is determined by the Company’s shareholders’ meeting resolutions,
but the Board shall comprise at least five directors and no less than three-fourths of the total number of directors must be of Thai nationality.
Similarly, no less than half of the Company’s Board shall be non-executive directors, and at least one-third of the Board, but no fewer
than 3 directors, shall be independent so that the Board’s authority is counterbalanced by non-executive directors, and hence the Board
itself can efficiently oversee the Company’s performance in accordance with the Company’s policy on good corporate governance.
The Scope of Duties and Authority of the Company’s Board of Directors
The Company’s Board of Directors plays a role in overseeing the Company’s administration to ensure that its management
has implemented all the Company’s policies and fulfilled its performance goals as proposed to the Board, including having a
strong determination to achieve an excellent work performance for the benefit of the Company’s shareholders and all groups of
stakeholders. The Company’s Board’s scope of duties and authority also includes the following.
1. To consider and define the policy on good corporate governance for the management’s implementation. This
includes a review and evaluation of such implementation consequences so that the management can make improvements and
make a report in the Company’s annual report.
2. To consider the appropriateness of, as well as making suggestions on and approving the vision of, strategies and
performance goals of the Company, as proposed by the management, including following up and assessing performance achievement.
3. To oversee the Company’s performance so that it has appropriate systems of risk management, internal
control and audit.
4. To generate effective selection procedures and succession plans for the Company’s Board of Directors and
executive management. The Board will appoint the President as head of the executive management team to take responsibility for
the Company’s business performance under the Board’s supervision.
5. To ensure that the Company has a practical guideline concerning the morality of its business performance, as
well as the Board’s and employees’ good practices, including an effective communication mechanism for the acknowledgement of
the parties concerned.
6. To consider the appropriateness of an appointment and define the scope of duties and responsibilities of
sub-committees.
7. To consider an appropriate authorization to the President for a swift performance of normal business transactions.
8. To make a report explaining the Company’s Board’s responsibility for financial statements preparation, which
shall be disclosed in the Company’s annual report.
9. To consider a performance evaluation of the Company’s Board of Directors and the President, including overseeing an
arrangement of an effective procedure for an assessment of the Company’s executives’ duty performance.
10. To consider the appropriateness of an appointment of the Company’s secretary and define the scope of his/
her duties and responsibilities.
11. To provide a channel for the Company’s stakeholders to communicate with the Company’s Board in order to inform
on useful information or advice to the Company for consideration and implementation in accordance with the defined procedures.
12. To conduct any duties so that they are in accordance with laws, orders and the Company’s shareholders’ resolutions.
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