Charter of the Board of Directors
To monitor the Board of Directors’ (“the board”) performance in compliance with relevant law, regulations, and rules, under the highest responsibilities and ethical standards.
2. Composition and appointment
- The board consists of at least five directors. At least one-third must be independent directors, the number of whom must be at least three. At least half of the directors must be permanent residents of the kingdom.
- The directors elect one of them as chairman. When deemed appropriate, the directors may elect one or several directors as vice chairman. The vice chairman is responsible for assignments by the chairman under the Company’s regulations.
- The chairman and the President & CEO are two separate persons for the sake of clear-cut segregation of roles and balance in the operation.
- The appointment of the directors must follow relevant law, rules, and regulations based on transparency and clarity.
- If a director resigns upon term expiration, the shareholders’ meeting may elect his/her replacement through the decision of the majority of votes of the present shareholders. If there are equal votes among the directors, the chairman of the meeting must cast the decisive vote.
- If a director’s post becomes vacant for reasons other than term expiration, the board may elect a qualified candidate to replace him/her in the next board of directors’ meeting. If the remaining term of directorship is shorter than two months, the newly elected one is to stay in office for the remaining term. The resolution of the board on this matter must consist of no less than three-quarter votes of the remaining directors.
- Directors must be ordinary citizens with the following qualifications:
- Are of legal age
- Are not bankrupt, incompetent, or equivalent
- Have not served prison terms for fraud
- Have not been dismissed from the government, organizations, or government agencies for fraud
- Have never faced legal fines for fraudulent property offenses
- Directors must possess knowledge, ability, and experience beneficial to the business operation with ethics, honesty, and sufficient time to devote to their work
- Directors may hold directorships in other companies, but must not let them affect their work as the Company’s directors. The Company stipulates that directors may hold directorships in no more than five listed companies
- Directors must not manage other activities opposing the Company’s interest or provide interest to other people/entities, whether for their own benefit or the benefit of others.
- Independent director means director who is independent from executives and major shareholders’ control. The independent director shall not have vested interests or relations with the executives’ decisions. Qualifications of the independent director are as follows:
- Not holding more than 0.5% of the total outstanding voting shares of the Company, its parent company, subsidiary or affiliated company, major shareholders or controlling person including shares held by related persons of the independent director
- Neither being nor having been an executive director, officer, employee, controlling person or advisor who receives a salary from the Company, its parent company, subsidiary, a same-level subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
- Not being a person related by blood or registration under law, such as a father, mother, spouse, sibling, or child, including spouses of children of directors, executives, major shareholders, controlling persons, or persons to be nominated as directors, executives or controlling persons of the Company or its subsidiaries
- Not having nor having had a business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, in a manner which may interfere with his or her independent judgment, and neither being nor having been a substantial shareholder or controlling person of any entity having business relationship with the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing status ended not less than two years prior to the date of appointment
The term ‘business relationship under the above paragraph includes any normal business transaction, rental, or lease of immovable properties, transaction relating to assets or services, or grant or receipt of financial support through receiving or extending loans, guarantee, providing assets as collateral, including any other similar action whose value exceeds 20 MB or more than 3% of the net tangible assets, whichever is lower. The value of each transaction is based on the calculation method for the values of connected transactions under a Notification of the Capital Market Supervisory Board Re: the rules concerning Connected Transactions. Under the regulation, all transactions occurring within a year of preceding transactions must be included in such calculation.
- Neither being nor having been an auditor of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person nor being a substantial shareholder, controlling person or partner of an audit firm which employs auditors of the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, unless the foregoing relationship ended not less than two years from the date of appointment
- Neither being nor having been any kind of professional advisor including a legal advisor or financial advisor who receives an annual service fee exceeding two million baht from the Company, its parent company, subsidiary, affiliate, major shareholder or controlling person, and neither being nor having been a substantial shareholder, controlling person or partner of the professional advisor unless the foregoing relationship ended not less than two years from the date of appointment
- Not being a director who has been appointed as representative of the Company’s directors, major shareholders, or shareholders who are related to the Company’s major shareholders
- Not conducting any businesses which have the same nature as or in competition with the Company’s or its subsidiaries or neither being a substantial partner, executive director, employee, officer or advisor who receives regular salary, shareholder holding more than 1% of the voting shares of businesses which have the same nature as or in competition with the Company or its subsidiaries
- Not having any characteristics that could prevent him/her from giving independent opinions concerning the Company’s operation
Independent directors may be assigned by the board to make decisions about the operation of the Company, its parent company, subsidiaries, associated companies, a same-level subsidiary, major shareholders or controlling person in an organization’s collective decision.
Independent directors should exert free discretion on business matters and express their views on or objection to cases affecting shareholders’ equitability.
- At every annual general meeting, one-third of the directors must resign from office. If the number is not a multiple of three, the number closest to one-third must be adopted.
- The directors to be retired from office in the first and second year following the registration of the Company shall be made by drawing lots. For Subsequent years, the director holding office longest shall retire. A director whose term has expired may be re-elected.
Apart from normal term expiration, the directorship is to be considered terminated due to the following reasons:
- Disqualifications or qualifications contrary to the law and the Company’s regulations
- Shareholders’ resolution to remove him/her with no less than three-quarters of the votes of the present shareholders who are eligible to vote and with no less than half of the shares held by the present shareholders who are eligible to vote
- Removal by court order
- A director who wishes to resign must submit a resignation to the Company. The resignation takes effect on the day the resignation letter is received by the Company.
- Normally, an independent director may hold the post for no more than two consecutive terms, extendable for another term, totaling up to nine years, to maintain the independence of opinions and performance of duties as the Company’s independent director.
The board could extend independent directors’ terms as seen fit. When independent directors complete their terms, the board may nominate their names to the AGM for possible re-election and extension of their terms.
5. Duties and Responsibilities
- Acting in the best interest of shareholders (Fiduciary Duty) by observing the following four main practices:
- Performing its duties with faithfulness and honesty (Duty of Loyalty)
- Performing its duties with responsibility and all due circumspection and caution as well as with accountability and ethics (Duty of Care)
- Performing its duties in compliance with laws, objectives, the Company’s Articles of Association, the resolutions of the Board of Directors and resolutions of Shareholders’ Meetings (Duty of Obedience)
- Disclosing information to shareholders accurately, completely, and transparently with verification, timeliness and equitability (Duty of Disclosure)
- Set the vision, mission, and short-term & long-term strategies to ensure fulfillment of corporate objectives and key goals with a focus on sustainability goals agreeing with value addition to the business, stakeholders, and society at large. These elements are revised annually.
- Set value and culture of the Company which reflects in operations and ethics in order to drive its business to the sustainable growth and lead by example.
- Consider to approve key transactions under the board’s authority scope under the law and corporate regulations and approval protocol.
- Consider to approve annual plans and budget, while constantly monitoring its business performance following its strategy to ensure goal achievement by suitably and safely applying innovation and technology.
- Supervise the operations in subsidiaries and joint ventures follwing the Company’s policy and direction in order to ensure that such investments are properly effective and beneficial to the Company.
- Set and review board structure, specifically the number of directors and ratio of independent directors, as well as diverse qualifications suiting corporate business. Review board and committee compensation as proposed by the Nomination and Remuneration Committee.
- Consider to appoint subcommittees to provide support for the board’s performance and responsibilities where suitable and necessary, and monitor the subcommittees’ performance on a regular basis.
- Disclose financial and key information to all shareholders and stakeholders on a correct, complete, transparent, reliable, timely, and equitable basis in compliance with regulations, standards, and practical guidelines.
- Set up efficient and effective internal control and internal audit systems.
- Develop a code of business conduct for the directors, executives, and employees to set the standards for the Company’s business operation. All directors, executives, and employees shall perform their duties ethically and in strict compliance with the Company’s code of conduct.
- Provide an important policy and ensure business operation based on good corporate governance principles and provide support to communicate to every personnel in the Company to acknowledge and strictly adhere to them.
- Ensure clear and transparent connected transactions.
- Ensure clear procedures of the Audit and Corporate Governance Committee’s report to the directors when doubtful of transactions and actions that may seriously affect the Company’s financial status and performance. The board must rectify the problems within the timeframe deemed appropriate by the Audit and Corporate Governance.
- Monitor and prevent any potential conflicts of interest as well as the misuse of the Company’s assets.
- Institute a suitable and efficient risk management policy and procedures with regular monitoring and assessment of risk management performance.
- Ensure the succession planning of the Company’s top executives and annually arrange effective assessment of their performance.
- Consider the performance assessment, compensation, salary and bonus of the President & CEO which is submitted and agreed by the Nomination and Remuneration Committee.
- Annually assess the performance of the board, subcommittees as well as each individual director and conduct such results to be used to strengthen the effectiveness of the board.
- Constantly develop competency through training and participation in courses on board performance or in other activities designed to enhance job expertise by focusing on the issues concerning the sustainability which is related to the Company’s operations.
- Arrange for the company secretary to assist the directors’ activities and ensure that the board and the Company comply with the relevant law and regulations.
- Steer the formulation of an anti-corruption policy and practical guidelines, strictly conform to the corporate policy and measures to set good examples for all personnel, and advocate internal and external communication for genuine conformance.
- Steer the institution of processes and channels for receiving and effectively handling complaints filed by those with fraud leads and all stakeholders.
- Steer the institution of an information security system, which includes the defining of a policy and procedures for confidentiality, integrity, availability, and the handling of market-sensitive information. Ensure conformance to this system by internal and external parties.
- Annually review the charter of the board as appropriate under prevailing circumstances.
- Seek professional opinions by hiring outside advisers paid for by the Company.
- Perform other duties as specified by the shareholders.
6. Roles of the Chairman
Below are the roles of the Chairman:
- Direct, monitor, and ensure the board performance for efficiency and fulfillment of corporate objectives and key goals.
- Ensure all directors’ roles in promoting a corporate culture filled with ethics and governance.
- With the President & CEO, set the board meeting agenda and apply measures to ensure that critical matters under the board authority are included in the agenda.
- Allocate enough time for the management to present matters and the board to thoroughly discuss key issues. Encourage directors’ exertion of discretion and expression of free views.
- Promote cordial relations between the board and the management, while supporting performances of the President & CEO and the management under corporate policies.
- Ensure transparent disclosure of information and management for conflicts of interest.
- Steer the overall performance of the board, committees, and individual directors for efficiency and effectiveness.
- Support the coordination between the board, the management and the company secretary in order to ensure that such coordination will be smooth and effective.
- Being a representative of the board to communicate any important information as well as to create a good relation to shareholders and stakeholders of the Company.
7. Board meetings
- The board must hold meetings at least once every three months by setting meeting dates in advance all year round and may convene an extraordinary session if necessary.
- Directors have the duty to regularly attend the board meetings with the ratio of at least 75% of the meetings for the entire year. Except for the force majeure, such directors must inform the chairman or the company secretary in advance prior to the meeting date.
- At least two directors are entitled to call for a meeting. The chairman or the assigned person must set the date of the meeting within 14 days after receiving the request.
- The chairman or the assigned person sends meeting invitations specifying the date, time, venue, and agenda details to all directors at least seven days ahead of the meeting. Except for the urgent case to protect the Company’s interest, notification of the meeting can be given through other means and the meeting can be convened earlier.
- In the board’s meeting, at least half of the directors must be present. The chairman of the board acts as chairman of the meeting. If the chairman cannot attend the meeting or cannot perform the duty, the attending directors will elect one among themselves as chairman.
- The resolution of the meeting will take into account the majority of votes, with one director having one vote. If the number of votes is equal, the chairman will cast the decisive vote. Each director with vested interest(s) in any agenda item must abstain from voting on that item.
- The board is authorized to invite the management, executives, or other relevant people to give opinions, attend the meeting, or present information for consideration.
- Non-executive directors must meet in the absence of the management at least once every year to share views on the topics relevant to their responsibilities.
- The company secretary or the assigned person is responsible for preparing the minutes of the meetings.
Directors are responsible for reporting the Company’s operational performance in annual report (56-1 One Report Form) to its shareholders with at least information as specified by relevant law, regulations, and rules.
This charter takes effect from 30 September 2021 onwards.
Charter of Lead Independent Director
The Charter of Lead Independent Director of Central Pattana Public Company Limited (“CPN”) enables the Lead Independent Director’s performance to be crystal clear in support of the Board’s governance of CPN, subsidiaries, and associates so that they may align with good corporate governance, with due coordination as well as checks and balances between the Board and management. The ultimate objective is to ensure all CPN stakeholders of transparent and fair business conduct.
2. Qualifications and appointment
- Be an independent director of CPN
- Command leadership, vision, discretion, and fairness in job performance
- Can freely dedicate time for overseeing CPN’s business and can provide beneficial comments and advice for its business
- The Board appoints the Lead Independent Director.
- The Lead Independent Director holds a three-year tenure from the appointment date or up to the remaining director’s tenure
- The Lead Independent Director can be reappointed upon term completion for the sake of uninterrupted business
- If the Lead Independent Director leaves office for any reason before term completion, the Board must appoint a replacement within three months from the date when the position becomes vacant
- The Lead Independent Director leaves office on
- Lead Independent Director’s term completion
- Resignation or dismissal from the Board.
4. Duties and responsibilities
- Chair the meetings of independent directors
- Coordinate with the Board Chairman and management in setting Board meeting agenda to ensure that key matters are included so that the Board may duly deliberate and acknowledge them in a timely manner
- Represent independent directors in consultation with the Board Chairman and management on issues concerning governance and key matters considered suitable by independent directors, and coordinate their views as well as observations for the Board’s consideration
- Chair Board meetings on agenda items where the Board Chairman has vested interests and where the Board Chairman cannot attend.
- Independent directors must meet at least once annually and may invite management team members and relevant parties to their meetings
- The Lead Independent Director is authorized to call meetings of independent directors
- The Lead Independent Director reports meeting outcomes to the Board after independent directors’ meetings
- The Company Secretary or an assigned officer prepares such meeting minutes.
This Charter of Lead Independent Director takes effect from October 9, 2019.
Charter of the Audit and Corporate Governance Committee
The Audit and Corporate Governance Committee (“the Committee”), an essential tool of good corporate governance, is appointed by the Board of Directors to provide oversight of business operations and management under proper, transparent standards while enhancing business efficiency and supplementing value to Central Pattana Public Company Limited (“CPN”).
CPN has developed the Charter of the Audit and Corporate Governance Committee in line with the criteria and approach of the Office of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”), as well as best practices, as practical guidelines for the Committee to meet the expectations of the shareholders, the Board, and external regulators. To this end, the Charter of the Audit Committee dated February 27, 2017, is to be terminated and replaced by this Charter, detailed as follows.
“Independent directors” refers to non-executive directors that are not employees, wage earners, advisers with regular salaries, controllers of CPN, the parent company, subsidiaries, associated companies, sister companies, or juristic persons with potential conflicts of interest (currently and up to two years before their appointment). Observed will be the criteria spelled out by the SEC.
“Act” refers to the Securities and Exchange Act.
The Committee eases the fulfillment of responsibilities in its oversight of the following:
- Credibility of CPN’s financial reports
- Compliance with relevant requirements and laws
- Independence and qualifications of the external auditor as well as opting for suitable accounting policy
- Performance of the Internal Audit Office and the external auditor as well as developing reports as required by external regulators.
The Committee is authorized to investigate or delegate others to investigate critical matters under its empowerment as follows:
- Hiring independent external advisers to provide advice and opinions or investigate matters related to its responsibilities as seen essential, at CPN’s expenses
- Seeking information and cooperation from CPN employees
- Inviting executive directors, executives, or relevant parties to give statements or useful information or join its meetings, or inviting law officers, auditors, internal auditors, or external advisers to its meetings.
- Committee members must be independent directors
- The committee must be appointed by the Board
- The committee must consist of at least three independent directors
- At least one member must be adequately knowledgeable and experienced to review the credibility of financial statements and financial reports
- The Board appoints a chairman from the rank of committee members
- The committee appoints the head of Internal Audit Office as its secretary.
- Members must not be those assigned by the Board to decide on business operations related to CPN, the parent company, subsidiaries, associated companies, sister companies, or juristic persons with potential conflicts of interest
- Members must not take part in business management, nor serve as employees, wage earners, advisers with regular salaries, or controllers of CPN, the parent company, subsidiaries, and sister companies
- Members must independently perform their duties, express opinions, and report on their performance based on the Board-assigned tasks, without being under the control of CPN executives or its major shareholders, related parties, or their close relatives
- Members must dedicate their time and express opinions adequately in performing their duties
- Members should receive continual, regular training on matters related to the Committee’s performance to keep up with potential changes and should constantly receive opportunities for training on CPN’s operations for their maximum effectiveness
- The Chairman of the Committee should exert leadership and proper meeting guidance, while devising efficient plans and providing confidence in the Committee’s overall effectiveness.
- Members’ terms coincide with their respective directors’ terms as spelled out in CPN’s company regulations
- Members whose term has completed may be re-appointed to serve up to two consecutive terms and can extend their terms by up to another. This took effect from the appointment of the Board of directors at the 2008 Annual General Meeting (AGM) of Shareholders without retroaction. The Board could extend the members’ terms as seen fit.
- Members’ terms on the Committee stagger for the benefit and continuity of work performance
- Members who wish to resign ahead of term completion must notify and submit their resignations to CPN at least 30 days in advance
- For continuity of committee performance, should a vacancy develop for reasons other than term completion, the Board is to appoint a qualified member to the Committee immediately or, at most, three months from the date when such a vacancy develops
- The Committee members vacate their offices when:
- Completing their term
- Being disqualified under the Committee’s criteria
- Passing away
- Being removed
- Being imprisoned under a final court verdict or a legal order, except for offences caused by negligence or misdemeanor
- Being considered incompetent or quasi-competent
- Becoming bankrupted.
7. Duties and responsibilities
- Financial statements
- Review the financial report preparation process for accurate, complete, credible, and timely information disclosure by coordinating with the external auditor and executives responsible for preparing quarterly and annual reports
- Review extraordinary significant items of the past year (if any) on a basis of their sensibility, impacts on the financial standing and company performance, as well as the accuracy and completeness of the data disclosed
- Connected transactions and possible conflicts of interest
- Consider connected transactions which may cause conflicts of interest; ensure conformance to laws and SET regulations to ensure that they are reasonable and in CPN’s best interests
- Consider the accurate and complete disclosure of information in case of connected or related transactions or other transactions that may cause conflict of interest
- Internal control
- Review the internal control system to ensure its suitability and effectiveness, including any transactions that may cause financial fraud
- Consider the audit outcomes and suggestions of the external auditor and Internal Audit Office concerning internal controls and pass on suggestions for action by the management as well as following up the implementation of such suggestions
- Internal audit
- Review and ensure that CPN has put in place independent internal audit unit with efficient internal audit process, as well as accessibility to essential data for internal audit
- Review the activities and structure of the Internal Audit Office and approve its charter
- Provide views on the appointment, commendation, removal, transfer, or discharge, as well as adjustment of compensation of the head of the Internal Audit Office, to ensure its independence
- Provide suggestions and remarks about the budget and manpower of Internal Audit Office for the management’s approval
- Review and endorse annual internal audit plans and changes subject to the assessment outcomes of enterprise risk management and Internal Audit Office’s strategic plans
- Review the internal audit plan with the head of the Internal Audit Office, especially about the internal control system and financial management process
- Review audit plans and coordinate the scope of audit of internal and external auditors to be mutually supportive and eliminate redundancy
- Review Internal Audit Office’s performance outcomes against the audit plans endorsed by the Committee to ensure conformance to the framework of responsibility assigned by the Committee
- Review the hiring of external experts to conduct internal audit if the internal auditor lacks essential skills or specialization needed to conduct internal audit, including IT aspects
- Institute annual quality assurance reviews and external quality reviews at least every five years
- External audit
- Select, nominate, and propose fees for the external auditor for approval so as to obtain an independent auditor, taking into account the reliability, adequacy of resources, audit volume, the experience of the personnel assigned to audit the Company as well as past work. Also, consider the removal of the external auditor
- Review the scope and method of auditing proposed by the external auditor as well as reasons for changing the auditing method (if any)
- Provide suggestions to the external auditor to review certain transactions that may be necessary or important during the auditing process of CPN and subsidiary companies
- Review the report of the external auditor and submit to the management for adjustments in practices as well as following up on such suggestions
- Consider the adequacy and efficiency of coordination between the external auditor and Internal Audit
- Act on received information from the external auditor as soon as possible regarding suspicious activities of directors, managers or persons responsible for operating CPN that may constitute a breach of the second paragraph of Section 281/2 Clause 2, Section 305, Section 306, Section 308, Section 309, Section 310, Section 311, Section 312 or Section 313 of the Securities and Exchange Act and promptly check the information received and report preliminary findings in the first instance to SEC and the external auditor within 30 days from the date when a given breach was reported
- Compliance with laws and related regulations
- Review conformance by the Company to Securities and Exchange laws, SET requirements, or CPN business-related laws and ethics
- Review the management’s performance and follow up in case of nonconforming
- Review issues identified by external regulators and remarks by auditor
- Review the communication of Code of Ethics to the employees and monitor its conformance
- Acknowledge progressed report from management and Company’s legal advisor regarding key issues on conforming to the relevant laws and regulations
- The Committee’s Report
- Report its performance for acknowledgement and consideration once every quarter
- Review any reports prepared by CPN, regarding duties and responsibilities of the Committee
- Prepare the Committee’s annual performance report in accordance to SET’s guideline and signed by the Chairman of the Committee as well as disclose it in the Company’s annual report
- In case of any suspicious transactions or actions that may significantly affect the Company’s financial status and performance, the Committee shall report the findings to the Board to make any improvement or correction in a timely manner as seen appropriate by the Committee. Detailed are displayed below:
- Transactions regarding conflict of interests
- Transactions regarding frauds, irregularities or significant deficiencies in internal control system
- Any violation against laws on the securities and exchange, SET regulations or business-related laws relevant to CPN
- In case the Board or the management fails to take corrective actions on those transactions under 4.1), 4.2) and 4.3) within the timeframe set by the Committee, any of the Committee members may report of such transactions or actions directly to SEC or SET
- Corporate governance
- Review CPN’s continual improvement process of good corporate governance, as well as providing approaches and advices for development
- Emphasize and promote good corporate governance as a regular agenda for the Board meetings and AGMs
- Ensure that the Chairman of the Committee receives a copy of the report of the directors’ vested interests from the Company Secretary under Article 89/14 of the Securities and Exchange Act within seven days of the date when CPN receives the report
- Monitor, evaluate, and revise the Code of Conduct and Corporate Governance Policy in keeping with best practices for the Board’s approval
- Advocate and advise the Board and management on corporate governance
- Consider or assign the Corporate Governance Policy for adoption by the Corporate Governance and Sustainable Development Committee
- Ensure monitoring of directors’ and management’s performance against corporate governance.
- Risk management
- Review CPN’s risk management process to ensure standardization, effectiveness, and efficiency
- Work with the management in considering key policies regarding risk management and risk assessment as well as risks from corruptions
- Work with the Risk Management Committee, the Risk Management task force, and the management in considering, making recommendations, and updating reports on CPN’s risk management
- Other responsibilities
- Conduct other Board-assigned duties
- Regularly review the Committee’s Charter on an annual basis in order to consider and assess its current assigned roles and responsibilities as well as to propose any required amendments accordingly
- Conduct other duties assigned by SET
- Oversee that there is an effective whistleblower system in place, in the event that an employee or any stakeholder is suspicious of any possible wrong doing, as well as non-compliance to any laws, regulations, business ethics, or to any corporate governance principles, so that the whistleblower has the confidence that CPN has an independent procedure to appropriately manage and monitor such grievance.
- Monitor any special investigation as necessary
- Review self-assessment forms for CPN’s anti-corruption measures under Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC).
- At least eight meetings should be held each year, with all agenda items clearly defined
- The Chairman of the Committee may call additional meetings at the request of members, internal auditors, or the Board of Directors to jointly consider assorted issues
- Members should attend all committee meetings; the quorum is two members
- If the Chairman of the Committee misses a meeting or cannot perform his or her duties, the attending remaining members are to choose one among them as the Chairman of that meeting
- Each member holds one vote. The Committee’s decisions are by the majority votes. If votes are equal on a given matter, the Chairman casts the decisive vote
- Each member with vested interests on a given matter under deliberation is to abstain on that matter
- The secretary to the Committee is not entitled to vote
- The secretary to the Committee or a delegated person takes and develops the formal minutes of the meetings
- The secretary to the Committee should monitor updates on assorted actions under the minutes, including problems and obstacles as perceived by the Committee, and report them to the Committee at its next meeting including:
- Meeting notices are to be delivered at least seven days ahead of each meeting date
- Support meeting documents must be submitted to the Committee ahead of each meeting date
- Minutes must be submitted for examination by the Committee before the next meeting date
- At least once a year, the Committee is to hold a meeting with the external auditor in the absence of the management to consult each other on issues potentially concerning the management
At least once a year, the Committee should assess their own performance and summarize their findings for the Board’s acknowledgment and consideration.
The Nomination and Remuneration Committee is to propose the Committee’s compensation for the Board’s consideration and table it for the shareholders’ approval.
This charter takes effect from October 9, 2019.
Charter of the Nomination and Remuneration Committee
To enable the performance of the Nomination and Remuneration Committee (NRC) to become efficient, effective, fair, and aligned with Central Pattana Public Company Limited (“the Company”)’s good corporate governance.
2. Composition and appointment
- NRC consists of no less than three members, with independent directors exceeding half of the composition and its Chairman being an independent director.
- The Board of Directors appoints NRC members.
- NRC must be knowledgeable and experienced in matters useful for their performance and must dedicate adequate time to such performance.
- NRC must uphold the Company's good corporate governance principles.
- NRC's terms are three years each. Those members that have completed their terms may be re-appointed. Each member's term is as long as each of his or her remaining term on the Board.
An NRC member completes his or her term when he or she:
- Completes the term
- Leaves the Board
- Is dismissed by the Board.
- Any NRC member intending to resign shall submit a resignation letter to the Company. The resignation takes effect from the date on which the resignation letter reaches the Company.
5. Nomination duties and responsibilities
- Consider the appropriate structure, size, composition and independent director proportion of the Board to suit the organization and business environment, as well as annually review the qualifications of independent directors.
- Ensure board diversity for the Board to comprise ethical and honest experts who gain knowledge, experience, and skills beneficial to the Company’s businesses. Furthermore, Board members are selected with non-discrimination of gender, race, nationality, religion, age, professional skill, or other qualifications.
- Consider the transparent criteria and procedure for selecting directors as well as nominate those persons qualified and appropriate to be considered by the Board of Directors before further submission to shareholders' meetings for appointment as directors.
- Allow individual shareholders the opportunity to propose qualified persons for selection as directors. This provided shareholders with enough time prior to shareholders' meetings being held.
- Consider and nominate the list of directors who possess suitable qualifications for sub-committees to propose to the Board of Directors for appointment.
- Ensure director development plans to enhance knowledge and skills of current and new directors and foster their understanding of the roles and duties of directors, businesses in which they are operating as well as other key developments, including industry outlook, laws and rules relevant to the Company’s businesses, etc.
- Consider the criteria and procedure for selecting and nominating the person who possesses suitable qualifications to be elected as the President & CEO to propose to the Board of Directors for appointment.
- Formulate succession plans for the President & CEO and senior executives and review such plan on a regular basis.
- Formulate development plans for senior executives reporting to the President & CEO (N-1 level) to gain skills and qualifications suitable for the organizational management that drives the Company’s growth according to the goal set, as well as acknowledge the performance of the N-1 executives regularly on an annual basis.
- Consider people policy and strategies to align with the Company's business operations.
6. Procedure for director nomination
- Consider the appropriateness of specific knowledge, experience, and abilities that are beneficial to the Company, using Board Skill Matrix as guidelines to consider and nominate the candidates who possess suitable qualifications aligned with the Company’s business direction and appropriate for the board composition.
- Check and verify the nominated candidates to ensure suitable qualifications according to laws and regulations stipulated by the governing bodies, for instance, the Public Limited Company Act B.E. 2535 (A.D. 1992), etc.
- Consider time dedication when nominating re-appointed directors, including their past contribution, meeting attendance, participation and support for the Board’s activities as well as consider the number of listed companies in which each director may hold directorship, for being no more than five listed companies.
- Consider independency in case of nominating independent directors in accordance with rules and regulations stipulated by the Securities and Exchange Commission as well as those stipulated by the Company.
- Consider the term of office of the independent directors who shall hold office for up to nine years in total; nonetheless, in case of extending the term of such independent director(s), independency in performing board duties as well as reasonable justifications and necessity shall be taken into consideration.
- Propose a list of nominated persons considered by the Nomination and Remuneration Committee, with qualifications and reasons for nomination, to the Board of Directors or shareholders for appointment, as the case may be.
7. Remuneration duties and responsibilities
- Consider a clear compensation method, procedure and standard for directors, sub-committee members, the President & CEO and the N-1 executives, for being equitable and corresponding appropriately with their duties and responsibilities, achievement that aligns with the Company’s short-term and long-term operating results, as well as other relevant factors, in comparison with compensation rate of other companies in the same or similar industry, while taking into consideration the overall increase to the total value of shareholders’ equity in the long run.
- Consider the compensation for directors and sub-committee members to propose to the Board of Directors for endorsement and shareholders for approval.
- Define goals and evaluate annual performance of the President & CEO to set reasonable compensation to propose to the Board of Directors for approval.
8. Other duties and responsibilities
- Appoint regular adviser(s) and/or hire project adviser(s) to provide advice on NRC's performance if deemed necessary and suitable, as well as consider appropriate remuneration for such adviser(s) at the Company's expenses as deemed fit and necessary.
- Revise the NRC Charter on an annual basis to propose to the Board of Directors for approval.
- Conduct an annual NRC performance evaluation.
- Perform other duties related to nomination and remuneration as assigned by the Board.
- The NRC shall hold meetings as seen essential and suitable for their responsibilities under this charter, at least twice each year, by setting in advance meeting dates for the whole year.
- The NRC Chairman or an assigned delegate shall submit a meeting notice identifying the date, time, venue, and agenda to all members at least seven days ahead of the meeting date. In urgent cases to preserve the Company's rights or benefits, the notice may be given by other means and such meetings may be held sooner.
- For each meeting, the quorum is no less than half of the entire NRC. The NRC Chairman presides over the meeting. If the NRC Chairman cannot attend the meeting nor perform duties, the directors attending the meeting shall select one of the directors to preside over the meeting as the meeting chairman.
- Resolutions of the NRC meetings shall carry the majority votes from members attending the meeting. In case of equal votes, the meeting chairman shall cast the decisive vote.
- The secretary to the NRC meeting or an assigned delegate shall take the minutes of meetings.
- Report the NRC performance subsequent to the NRC meetings to the Board of Directors.
- Report the NRC performance to the shareholders on the Company's 56-1 One Report.
This charter takes effect from September 30, 2021.
Charter of the Risk Policy Committee
Risk management means the process of designing the Company’s strategies which is developed by the Board, the executives, and other employees of the Company. The risk management of the Company is designed to identify possible harmful risks and control them to be at the acceptable level. This is to reasonably ensure that the Company will fulfill the proposed objectives.
- Risk means any unstable events that can keep the Company from meeting the objectives.
- Opportunity means any unstable events that can yield positive effects on the objectives of the Company.
- Uncertainty means unpredictability of any future events and its outcomes.
- Risk appetite means the broad-based amount of risk that the Company is willing to accept in pursuit of its mission (or vision).
- Risk tolerance means the acceptable variation relative to the achievement of an objective.
The Risk Committee is responsible for assisting the Board of the Company in fulfilling the Company’s risk management, in raising the Board’s awareness related to a broader sense of risks. This aims for more attention of the Board to risk management, and for the continuous development of the organizational competence and visions of risk management. As a consequence, it can be assured that the competence of identifying, assessing, and managing risks will continuously develop and accord with increasing risk appetite.
3. Membership and Requirements of the Committee
- The Committee shall be comprised of at least three members. Among the members, three members must be Independent Director, Executive Director and Chief Executive Officer.
- The Committee shall be appointed by the Board of Directors.
- The Committee’s chair shall be the Independent Director who is appointed by the Board of Directors.
- The Head of Excellence & Sustainable Development shall be the secretary of the Committee.
- The Committee shall dedicate their time and express opinions as a member of the Committee.
- The members of the Committee shall serve for a period of three years, and are eligible for re-election through the approval of the Board of Directors.
- The membership of the Committee shall cease on
- removal of a member of the Board of Directors, Independent Directors, or Executives
- being removed from office by the Board of Directors
- the member's term of office is expired
5. Duties and responsibilities
- To acknowledge and advise on the policies, the strategies, and the risk management in any forms at any level of the Company
- To assess the effectiveness of the risk management of the management team
- To consider, review, and approve of risk appetite and risk tolerance
- To monitor the risk management of the Company by considering the shareholder’s total return equity in both short and long term and comparing it with risk appetite
- To acknowledge key risks and review the management team’s response to the risks
- To discuss the annual analysis of risk management strategy of the Company
- To give directions and guidelines of risk management to the risk management team
- To monitor and identify the goals of risk management and key risk indicator
- To acknowledge reports on the risk trend and to ensure that the strategy can efficiently respond to the identified risks
- To report risk management activities to the Board of Directors at least once a quarter
- To take any other responsibilities assigned by the Board of Directors
- The Committee will normally meet at least once a quarter with a prepared agenda.
- The secretary of the Committee or the assigned person takes the minutes of the meeting and does the report on the meeting.
- The secretary of the Committee keeps track of the implementation of the risk management strategy as recorded in the minutes, as well as of the problems and obstacles to the implementation and the opinions of the Committee. This is for the purpose of reporting them to the Committee in the next meeting. The responsibilities of the Secretary also include:
- distributing the meeting agenda at least 7 days prior to the meeting day
- distributing documents related to the meeting to the Committee prior to the meeting day
- distributing the report of the meeting to the Committee prior to the next meeting day
7. Performance Evaluation
The Committee shall evaluate their own performance at least once a year and report the evaluation to the Board of Directors for acknowledging and reviewing.
The Nomination and Remuneration Committee shall consider remuneration for the Committee and present it to the Board of Directors for consent and then to the General Meeting of Shareholders for approval.
This Charter is valid from 20 June 2019 onwards.