Ratchaburi Electricity Generating Holding PCL.
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persons to be responsible for the disclosure of
different types of information. The SET’s electronic
communications channel is used as the main
channel for information disclosure. The Company
also prepares website, press conference to announce
its performance, analysts meeting, press release
distribution, local and international road shows and
other activities as reported under the Shareholders’
Right section.
4.4 Investor Relations
The Company assigned the “Investors
Relations Department” to be the center for
communicating, providing information and news,
as well as fairly and equally arranging activities to
create and strengthen relationship between the
Company and its shareholders, institutional investors,
retail investors, analysts and concerned government
agencies. The department is also responsible
for preparing annual investors’ relations plan.
The Company’s Chief Executive Officer and
top management always act as the Company’s
spokespersons who report, provide additional
information, clarify and answer questions at the
analyst meeting, local and international road shows.
Interested persons may contact the Investors’
Relations Department by sending letter by post to the
Company, or call +66 2794 9841 or fax +66 2794 9888
ext 9841 or through the Company’s website
or sending emails to
4.5 Disclosure of Director and Executive
Remuneration Policy and Payment
The Board of Directors has disclosed the
director and executive remuneration payment policy
and individual director andexecutive remunerationby
categories. This issue of annual report also included
overall employees’ remuneration. (Details are
explained under the Management Structure section.
5. The Board of Directors’ Responsibility
5.1 The Board of Directors Structure
•
Composition and Qualification
The Company carefully reviewed the
existing Board of Directors structure in order to ensure
it appropriately matches their duties and complies
with the rules and guidelines provided by laws and
concerned regulatory agencies. The Company also
takes into consideration the Company’s regulations
as approved by the shareholders’ meeting and the
Company’s regulations on the Board of Directors
section. The existing Board of Directors’ structure
and the qualifications of directors and independent
directors currently correspond the mission and
objectives of the business objectives and related
rules and regulations.
According to the Company’s Articles of
Association, the Board of Directors shall comprise
no more than 15 directors. At present the Company
has 15 directors, which fits well with the Company’s
natureof business. Out of them, eight are independent
directors, representing more than one third of the
total Board of Directors. The number of directors
representing EGAT, which is the Company’s major
shareholder, depends on the investment proportion.
Each director remains in office for nomore than three
consecutive 3-year terms and his/her age shall not
exceed 72 years old. Independent director remains
in office for no more than two consecutive terms.
The directors shall have all the required qualification
and shall not have legally prohibited qualifications.
(Details are reported in the Management Structure).
Directors have diversified skills and
knowledge, including engineering, economics,
accounting, business administration, laws,
administration experience, specialization, skills and
age. Such diversity provides greater benefits to the
Board of Directors, especially in supervising the
executives’management andoperation andproviding
extensive and in-depth opinions that includes all
concerned factors in eachmatter. All of themembers
of the Board of Directors have no offence against
property history and no involvement in transaction
that may cause conflict of interest to the Company.
(Profile of each director is published in the “Board
of Directors Information”.)
• Chairman of the Board’s Independence
Despite the fact that the Chairman of the
