102
Annual Report
2013
Board is the representative of EGAT which is a major
shareholder holding 45 per cent of the Company’s
total stake, the Board of Directors also comprises
eight independent directors, more than one third of
the total number of directors sitting in the Board. As
a result, the directors can independently perform
their duties as the shareholders’ representative
and there is a proper balance. The Chairman of the
Board independently performs his duty and does
not influence or convince other directors during
discussions, encourages all directors to discuss and
express opinion openly by giving sufficient time to
find mutual resolution on all matters considered at
the Board of Directors’ meeting.
•
The segregation of the Chairman of
the Board and Chief Executive Officer
Chairman of the Board is not the same
person as the Chief Executive Officer and has no
relations with the management. The segregation of
the Chairman of the Board and Chief ExecutiveOfficer
positions has ensured proper balance and prevented
one of themto have excessive power. Responsibilities
and authorities of bothpositions are clearly separated,
which is part of the corporate governance practice.
The Board’s Chairman is the leader and has significant
role in deciding the Company’s policy resulted from
the joint meeting between the Board of Directors and
the Management on business goals. The Chairman of
the Board leads and conducts themeetings inefficient
and effectivemanner, and encourages all directors to
participate in the meeting and openly express their
opinion. The Chairman of the Board also supports
and provides recommendation for the management
operation through the president and does not
intervene in routine work by the management. The
Chief Executive Officer is the top executive of the
Company’s management whose responsibilities are
explained under the Management Structure section.
• Secondment
None of the Company’s director holds
positions in more than three other listed companies,
which complies with the SET’s recommendation on
efficiency and time contribution.
TheBoardofDirectorsappointsrepresentatives
to be director and management in subsidiaries
and joint-venture companies by considering each
representative’s knowledge and experience as well
as the necessity in order to ensure operations are in
line with the Company’s goal and policies.
The Board of Directors has formulated the
Company’s regulations on subsidiaries, affiliates
and joint ventures supervision guidelines. The
guidelines cover clear criteria for the appointment
and responsibilities of the Company’s representatives
assigned to hold directorship or hold stakes in the
companies in which the Company invests to ensure
supervision efficiency of their operations. (Information
about directors and executives holding positions
in other companies are reported in the section on
Directorship of Board of Directors, Executives and
Controllers’ of the Company Subsidiaries, Jointly-
Controlled Entities and Associated Entities.)
•
Director Selection
The Board of Directors has set a director
selection process that is transparent and beneficial
to the Company. Nominees are screened by the
Human Resources and Remuneration Committee
before the list is submitted to the Board of Directors
for appointment approval. The appointment of
directors who retire in the middle of the year is
approved by the Board of Directors. The appointment
of directors who retire due to rotation of office,
however, must be proposed at the annual general
shareholders’ meeting for approval. (Details about
director selection are reported in the chapter on
Management Structure).
