104
Annual Report
2013
the corporate governance principles. The policy is
regularly reviewed and communicated to directors,
executives and employees of all levels. Result of
corporate governance implementation is announced
publicly and also described in the annual report.
The Board of Directors requires the
Management to regularly report to the Board of
Directors’ meeting a number of areas including
monthly report (operational performance analysis,
progress of the Company’s investment projects,
financial report on short- and long-term investment
projects, cash flow, and the highest electricity
generating capacity report, electricity capacity within
EGAT and national systems, and energy stock prices),
quarterly reports (quarterly financial report), annual
reports (annual financial reports, annual operational
performance compared to target) and the reports by
the committees appointed by the Board of Directors.
In case that the operational performance is
different from target because of controllable factors,
the Board of Directors demands the Management
to analyze the reasons and then closely monitor,
accelerate and solve problems. In case the event is
caused by uncontrollable factors, the plan and target
must be reviewed or set a substitute target.
Inadditiontoreportsandroutinemonitoring,
the Company’s Board of Directors uses other
channels to monitor the efficiency and effectiveness
of operations. Other channels are executivemeetings
of the Company and its subsidiaries as well as
monthly internal executive meetings, such as top
executive meetings and division directors meetings.
In those meetings, the Board of Directors has the
opportunity to monitor, acknowledge, prevent, and
solve operational problems. In addition, manager
level employees are required to attend the internal
management meetings every three months.
•
Role in Initiating Necessary Changes or
Handling Issues
The Board of Directors plays a significant
role in setting or initiating important changes in
the organization, such as organizational structure
improvement, business plan, appraisal criteria and
performance indicators for the Company and its top
executives. The directors and the Management fully
discuss all details before making decision.
The Board of Directors also places great
emphasis on community participation, green energy
and carbon credit follow-up and implementation
which becomes an increasingly important trend.
The Board of Directors plays a significant
role in providing advices on solving problems and
issues raised by the Management at the Board
meeting. On sensitive issues, the Board of Directors
will assign directors to consider andwork closely with
the Management. Directors who are representatives
from government sector play vital role in providing
clarification on government policies, rules and
regulations and related practice, enabling the
Company to better understand the intention of the
regulations and take better action. Directors from
private sector, meanwhile, help provide new ideas
that promote operational efficiency. Directors provide
recommendations to the Company according to
their specialization, including legal, finance, tax and
engineering. Directors on secondment assignment in
subsidiaries and joint ventures have supervised the
operations of the subsidiaries and joint venture to be
in compliance with the Board of Directors and the
Company’s policy.
The Board of Directors requires the non-
executive directors to meet informally at least once
a year to allow them opportunity to review and
discuss the performance of the Board of Directors,
management and the Company, as well as discuss
administrative problems without participation of the
Management. Results from the discussion are applied
in order to improve the efficiency of the Board of
Directors. The meeting report is presented to the
Chief Executive Officer after the meeting and used
for further efficiency improvement of the Board of
Directors.
