ANNUAL REPORT 2007 รายงานประจำปี - IR Plus

3. Role and Responsibilities of Directors
The Board of Directors determines the Company’s vision, strategies, policies and financial and operating
objectives, and follows up on management’s implementation of the operating plan. The Board shall clearly
state the duty and power of the Board of Directors, Management and Executives, and ensures effective
internal control and risk management in order to maximize the Company’s benefit.
• Corporate Governance Policies
The Board of Directors is aware of the importance of the principles good corporate governance, so that the
Company’s good corporate governance policies have been established to ensure the transparency and the
auditable of its corporate governance control. The good corporate governance policies include significant
principles, such as providing fair and equitable treatment to shareholders and stakeholders, vision to create
long-term value for the business in the long run, performing one’s duties adequately and efficiently, elimination
of conflicts of interest that may occurred, performing duties in ways that can be examined, openly disclosing
information to all related parties, efficiently control and manage risk, possessing business ethics. Each year,
the Board of Directors has monitored the practices of Corporate Governance Policies frequently.
• Business Ethics
The Company established its code of business ethics specifying guidelines for all directors, executives and
staffs to carry out their duties with honesty, integrity and equality, and to ensure a management system that is
efficient, clear and transparent to all parties.
• Conflict of Interest
To prevent the conflict of interest, the Board of Directors has taken careful measures to prevent
transactions that may cause conflict in loyalty or interest. The Board of Directors has established policies and
supervisory systems to prevent the company’s employees and related parties to exploit inside information of
the Company for their personal gains. The transaction that may cause conflict of interest must be approved by
the Board of Directors. Directors or shareholder who has a vested interest in any matters on the agenda must
disclose such interest to the meeting, and foregoes the right to vote on such matters. The Board of Directors
will ensure that any business decision made by any employees must only be for the best interest of the
Company, and any related party transactions will be in compliance with the regulations of the SET guidelines.
• Internal Control
6
The Company recognizes the importance of internal control system, both at management and operational
level, to enhance the efficiency of the operation. The obligations, duties and authorities of the management
and officers are clearly stated in writing. The Company clearly separates the roles of management and
operations in order to have sufficient checking and balance. Additionally, the Company establishes an
internal control of subsidiaries by determines the level of authorization to be clear and transparent. Any
156