Panjawattana Plastic Public Company Limited

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Panjawattana Plastic Public Company Limited Annual Report 2012Company registration should be determined by drawing lot. For subsequent years, directorsbeing in office the longest shall retire from office. However, those directors who retire by rotationmay be re-elected to resume their directorship.Besides, the Board of Directors has appointed supporting committees comprising theExecutive Committee, Audit Committee, and Risk Management Committee to perform specificduties and propose matters to the Board of Directors for consideration and acknowledgment.Each supporting committee has its own rights and duties as prescribed.The Board of Directors has the policy that the person appointed as Chairman of theBoard and the Chief Executive Officer must not be the same person in order to clearly delineatethe responsibilities in supervisory policies and daily management. Therefore, duties andresponsibilities between the Board of Directors and executives are clearly separated andbalanced. The Board of Directors has the duty to determine policies and supervise theperformance of policy level executives, while the executives are responsible for managing theCompany’ operations in compliance with the set policy. Accordingly, the Chairman of the Boardand the Chief Executive Officer are different persons.So as to create the policy on the number of the Company directors can hold thecommittee position according to the guideline on corporate governance of the listed companiesnot over 5 companies and Chief Executive Officer and Executives can take the position at othercompanies not exceed 5 companies excluding its subsidiaries with the approval from thecompany’s directorsThe Board of Directors has appointed Company Secretary having the duties andresponsibilities in accordance with the Securities and Exchange Act (name of the companysecretary and duties and responsibilities are provided in Content of Organization Structure).2. Role, Duty and Responsibilities of the Board of DirectorsThe Board of Directors has the duties to consider and approve important matters relatingto the Company operations, such as defining vision, mission, strategies, risks, work plan andbudget, including overseeing the management to ensure that they perform the duties in line withthe policies and work plans in an efficient and effective manner (details of their duties andresponsibilities are provided in Content of Organization Structure).58
Panjawattana Plastic Public Company Limited Annual Report 2012Delineating of Duties between the Policy Setting and Daily Wok ManagementThe Board of Directors has clearly delineated the roles and responsibilities of the policylevel and the daily management. The Chairman and the Chief Executive Officer will be electedby the Board of Directors. The Chairman must not be assigned as the Chief Executive Officer.But he will be the leader and take key role in making policy decisions resulting from the Board ofDirectors’ meeting at which business targets will be considered and defined together with themanagement team. The Chairman shall efficiently and effectively lead the Board of Directors’meetings, support all directors’ active and independent involvement in the meeting. He will alsochair the shareholders’ meetings. The Chairman of the Board does not get involve in dailymanagement, but he should support and advise the management team concerning thebusiness through the Chief Executive Officer. The Chief Executive Officer shall be responsiblefor managing the Company within the scope of powers assigned by the Board of Directors(details of their duties and responsibilities are provided in Content of Organization Structure).Corporate Governance PolicyA corporate governance policy was defined in writing and agreed to by the 8/2554Board meeting on 18 August 2011, with the policy and its compliance reviewed on a regularbasis. The Company has disseminated the policy to all staff for their common and correctunderstanding and for compliance with the set policy.The Board of Directors on 20 February 2013 has approved changing name of the AuditCommittee to the Audit and Corporate Governance Committee so as to study, promote,improve, evaluate and review the role of Corporate Governance and Business Ethics to updatein the present and to be consistent with the regulation of Stock Exchange of Thailand and TheSecurities and Exchange Commission of Thailand.Code of ConductThe Board of Directors is committed to conduct ethical and fair business. It has thepolicy to develop a written code of conduct for adherence by the employees in performing theirduties with transparency, morality and responsibility toward all groups of stakeholders, thesociety, and environment. The policy has been disseminated to the employees through trainingand internal communications. The code of conduct reflects values and practices to which all59
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VISION :“Panjawattana Plastic as
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