Panjawattana Plastic Public Company Limited

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Panjawattana Plastic Public Company Limited Annual Report 2012would submit to Audit Committee and Good Governance for consideration and report to theBoard of Directors further.Chapter 4 Disclosure and TransparencyThe Company gives importance to accurate, complete, timely and transparentdisclosure of both financial and general information in accordance with the rules of the SEC andthe SET, as well as such other information as essentially affecting Company share price, all ofwhich can influence the decision process of its investors and stakeholders. Accordingly,company information is disseminated to its shareholders, investors and the public throughseveral channels including information channels of the SET.The Company has a company’s website so that all stakeholders can access to theCompany’s information which disclosure the practice of good corporate governance laws andregulations of the Stock Exchange of Thailand and of Securities and Exchange CommissionThailand include that disclosure the annual report, financial statements, governance policy andbusiness ethics, nature of the Company’s business, the meeting of shareholders’ information,news/notice reported to the Stock Exchange of Thailand , News and press release to media,and information about the directors and management team, and the Company’s businessstructure.The Company sets up investor relation team as to be a channel in publishing theCompany’s information to communicate news and information regarding operating performanceto domestic and foreign investors ,including arrangement analyst meeting and launch pressrelease to news reporter. In year 2012, the Company has engaged in the Opportunity day of theStock Exchange of Thailand so that has presented about business profile and operatingperformance of the Company every quarterly, and yearly. Besides, the Company has publishedthe news and other reports to the public news reporter and has invited the investor company’svisit corporate with the Thai Investor Association.With respect to investor relations function, a work unit to take charge of this area has notyet been set up because of low level of activities. Mrs. Prim Chaiyawat or Mr. SupparojPoolvanich, are tasked with communicating with investors, shareholders, analysts and publicsector concerned.56
Panjawattana Plastic Public Company Limited Annual Report 2012The Board of Directors is responsible for financial statements and financial informationappearing in the annual report. The financial statements have been prepared pursuant to thegenerally accepted accounting standard for Thailand, with accounting policy appropriatelyselected and regularly used throughout the operation, including adequate disclosures in thefinancial statements. In this regard, the quality of the financial statements and internal control, aswell as adequate disclosures in the notes to financial statements, will be reviewed by the AuditCommittee.Chapter 5 Responsibilities of the Board of Directors1. Structure of Board of DirectorsThe Board of Directors is composed of the persons who are knowledgeable, competentand have experience in the areas that support the development of the Company’s business. TheBoard plays an important role in supervising, inspecting and evaluating the results of operationsof the Company in compliance with the set plan, as well as running the business in compliancewith the law, regulations and resolutions of the shareholders’ meeting. The Board is obligated toensure honesty and morality under the code of conduct of the business, and to oversee theadministration conducted by the management according the set goals and directions for theCompany’s and shareholders’ maximum benefits.One-third of the Board of Directors is represented by independent directors with thepurpose of check and balance for voting on matters for consideration. The Audit Committee hasbeen instituted consisting of three independent directors.Currently, the Board of Directors is composed of nine members, of whom five membersrepresent the major shareholders (three out of nine directors are managerial directors and/ormembers of the Executive Committee) and four members are independent directors (three outof the four directors are members of the Audit Committee). The number of independent directorsis in accordance with the requirements of the SEC and the SET, thereby one-third of the Boardof Directors shall be independent directors.According to the articles of association, at the annual general meeting, one-third of thedirectors shall retire from office. If the number of directors is indivisible by three, the one nearestto one-third shall apply. Directors due to retire from office in the first and second anniversary of57
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VISION :“Panjawattana Plastic as
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Panjawattana Plastic Public Company Limited

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