Ratchaburi Electricity Generating Holding PCL.
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Secretary to the Board of Directors and
Company Secretary
The Board of Directors appointed the Chief
Executive Officer as its Secretary. The “Corporate
Secretary Office”, which reports directly to the Chief
Executive Officer, is responsible for the Board of
Directors’ meeting arrangement and coordination on
matters related to the Board. The Board of Directors
also appointedMrs. BoontivaDansamasatid, Executive
Vice President-Corporate Administration and acting
Vice President-Corporate Secretary Office as the
“Company Secretary” whose responsibilities and
duties are according to the Securities and Exchange
Act. The Chairman of the Board informed the SEC
and SET of the appointment and the place where
information is stored. (Details about the appointment
and responsibilities of the Company Secretary are
reported in the chapter on Management Structure).
5.2 Committees
The Board of Directors has appointed
four committees as appropriate and necessary to
assist it in studying information, screening work
and making recommendation, which enables the
Board to perform its duty more efficiently. The four
committees are the Audit Committee, the Human
Resources and Remuneration Committee, the
Risk Management Committee and the Investment
Committee. (Details of the composition and
responsibilities of all committees are reported in the
chapter on Management Structure.)
5.3 Roles, Duties and Responsibilities of
Directors
The Board of Directors is committed to
independence in decision making for the best
benefits of the Company and shareholders. Each of
the Company’s directors realizes the responsibility
towards the shareholders who are the business
owners and have the right to appoint the directors.
Fiduciary Duty covers four major responsibilities
namely Duty of Care, Duty of Loyalty, Duty of
Obedience and Duty of Disclosure.
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Responsibility in Formulating Policy and
Operation Direction
To ensure strong basis for effective and
efficient management that supports the Company’s
growth and sustainability, the Board of Directors has
worked closely with the Management in formulating
and implementing policies as already discussed under
the Business Ethics and Corporate Governance Policy.
The Board of Directors is responsible for
working with the Management in formulating the
Company’s vision, mission, business plan, goals,
business strategies, budget, organizational structure
and remuneration structure. The Board of Directors
also ensures that the Company’s vision, goal and
performance are clearly communicated to Directors,
the Management and employees and are regularly
reviewed every year or when necessary.
In formulating strategies, the Board of
Directors and the management jointly consider
various information, including the nature and structure
of the Company’s business, vision, mission, policies,
goal, investment plan and performance result and
appraisal compared to the business goals. Both also
consider internal environment, such as management
structure, personnel finance, strategy selection,
trade partner relationship and customer information,
while considering external factors, such as power
business structure, and electricity production
capacity development plan. Other factors taken
into consideration are external factors that have
significant impact on the Company’s operations,
such as the ASEAN Economic Community (AEC)
integration, government policy, electricity demand
growth, oil price, production resource limitation (fuel
and technology), economic, social and environmental
limitation, competition in the power business, industry
analysis, production factor and macroeconomic
factors in international countries and the target
selection inorder tomaterialize theCompany’s vision.
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Monitoring and Assessment of the
Management
The Board of Directors also supervises and
ensures the Company’s operation fully complies with
