ar 08 EN - Investor Relations

so that the Board, under the guidance of the Chairman,has authority and is able to control the management’soperations effectively and efficiently.• The Company’s Board of Directors has assigned the VicePresident - Finance & Investor Relations as the companysecretary to serve the Board of Directors in areas oftaking care of the Board’s activities and monitoringcompliance to the Board’s resolutions.2. COMMITTEESThe Company’s Board of Directors has appointed thesub-committee to help with supervising the Company’sbusiness operations as follows:AUDIT COMMITTEEThe Audit Committee consists of 3 directors. A member ofthe Audit Committee may serve for a maximum of 6consecutive years, counting for practical purposes as of 1 April2005 listing. To ensure continuity, a maximum of one thirdmay be replaced in any given 24 months period. All of theAudit Committee members are independent directors. TheAudit Committee shall hold at least 4 meetings per year. In2008, there were 7 audit meetings.The Audit Committee is comprised of 3 committee membersas follows :NAMEPOSITION1. Mr. Kovit Poshyananda Chairman of the Audit Committee2. Mr. Vitthaya Vejjajiva Audit Committee Members3. Mrs. Supapun Rattanaporn Audit Committee MembersScope of Authority and Responsibilities of the Audit Committee• To review the sufficiency, credibility and objectivity of thefinancial reporting by coordinating with the external auditorsand management responsible for preparing the quarterlyand yearly financial reports and to suggest issues or mattersto be included for review or audit by the external auditorsduring its audit of the company.• To review the adequacy and effectiveness of internalcontrol systems and internal audit functions by coordinatingwith the external auditors and internal auditors.• To review compliance with the Securities and ExchangeActs, Regulations of the SET, and any other relevant laws ofThailand.• To consider and advise the appointment of the externalauditors including the audit fee by considering thecredibility, the adequacy of its resources, the volume ofengagements, and the experience of its supervisory andprofessional staff.• The Audit Committee should also keep the nature the nonauditservices under review. The Audit Committee shouldset and apply a formal policy specifying the types of nonauditservices;- Not permissible;- Permissible after the review of the Audit Committee; and- Permissible without the referral to the Audit Committee.• To consider the appropriate disclosure of all connectedtransaction and any conflict-of-interests matters inconformity of relevant rules and regulations.• To take care of other matters assigned to it by the Board ofDirectors and agreed to by the Audit Committee.• To report the activities of the Audit Committee in thecompany’s annual report, which shall be signed by theChairman of the Audit Committee.• To act as the Corporate Governance Committee to ensurethat the Company has in place and effectively complieswith a corporate governance framework to protect thereputation of the company and the interest of allstakeholders.THE NOMINATION AND REMUNERATION COMMITTEEThe Nomination and Remuneration Committee, comprises of 3members of the Board, of which 1 is an independent director.The Nomination and Remuneration committee’s role is toselect appropriate candidates to be proposed for the positionsof director and CEO. The nomination process shall be set upin accordance with certain criteria and shall be transparent.The Nomination and Remuneration Committee shall alsoconsider the guidelines for the remuneration of the Board, theCEO and the executives directly reporting to the CEO, toensure that the basis is fair and reasonable for submission tothe Board and the shareholders’ meeting for approval. TheNomination and Remuneration Committee’s scope andresponsibilities are described in the Nomination andRemuneration Committee Charter.24 Annual Report 2008