Panjawattana Plastic Public Company Limited

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