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4) Corporate Governance Committee as of December 31, 2012 consists of 5 members:
1. Mr. Vichai Pokasamrit 1) Chairman of the Corporate Governance Committee
(Independent Director)
2. General Sumpun Boonyanun Member (Independent Director)
3. Miss Repeepan Luangaramrut Member (Independent Director)
4. Mr. Jong Diloksombat 2) Member (Executive Director)
5. Mr. Pairote Varophas Member (Non-Executive Director)
Mr. Somchai Bunsupaporn Secretary
Remark : 1) Has been appointed as Chairman of the Corporate Governance Committee on May 14 th , 2012.
2)
Has been appointed as the Corporate Governance Committee on January 11 th , 2012.
Terms of positions
Term of members of the Corporate Government Committee is one year. The Nominating & Compensation Committee will
annually consider and select appropriate persons from the members of the Board of Directors and/or any qualified
candidates propose for further consideration and approval of the Board of Directors for the appointment in its first
meeting after the Annual General Meeting of Shareholders. The Chairman of the Committee has to be nominated from
the Company’s Independent Director. However, the retired members are eligible to be re-elected for another term.
Roles and Responsibilities of the Corporate Governance Committee
1. Responsible for governing and monitoring business operation and committees’ activities as well as management and
employees of the Company to strictly comply with law and related regulations;
2. Ensure that good corporate governance is being conducted at all level in accordance to legal requirements,
Company’s policies and other related authorities;
3. Formulate and review the Company’s rules concerning good corporate governance;
4. Provide suggestions relevant to ethical practices to the Board, management and employees of the Company;
5. Yield continuity and appropriate regulations in carry out good corporate governance;
6. Report to the Board the recommendations for improvement on the Corporate Governance of the Company as
appropriate.
5) Nominating & Compensation Committee as of December 31, 2012 consists of 3 members:
1. General Sumpun Boonyanun Chairman of the Nominating & Compensation Committee
(Independent Director)
2. Mr. Vichai Pokasamrit Member (Independent Director)
3. Mr. Kajornvut Tayanukorn Member (Non-Executive Director)
Mr. Somchai Bunsupaporn Secretary
Terms of positions
One-third of the Nominating & Compensation Committee, who have been longest in office, shall retire by rotation every
year. The retired directors are eligible to be re-elected for another term by obtaining majority vote from the Board of
Directors. In case of vacancy, the Nominating & Compensation Committee will consider an appropriate person from the
members of the Board of Directors and/or any qualified candidates propose to the Board of Directors for replacement.
45
Annual Report 2012