Ratchaburi Electricity Generating Holding PCL.
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In addition, the Company organized
informal meetings among directors in different
forms, including participating in the Company’s
activities, such as corporate social and environment
responsibility projects, sports and other activities held
on various occasions to promote good understanding
and good relationship among directors, and between
directors, the Management, and employees.
5.4 Management and Elimination of Conflict
of Interest
For the best benefit of the Company, the
Board of Directors and the Audit Committee have
vital roles in formulating measures for managing and
preventing conflict of interest and ensuring that all
operations are reasonable and conducted for the
best benefits of the Company and that information
disclosure is complete and accurate according to the
related rules and regulations. (Details are published
under the Role of Stakeholders section).
5.5 Internal Control and Risk Management
The Board of Directors gives high priority to
internal control and therefore provides for efficient
operations and management. The Board of Directors
assigned the Audit Committee to review, monitor and
assess the sufficiency of the internal control system,
ensuring operational efficiency and effectiveness,
check-and-balance system and sufficient control on
the Company’s assets and property utilization.
In 2013, the Audit Committee convened six
meetings to discuss matters with the Management,
Auditors and the Internal Audit Division. The Audit
Committee has fully respected related laws and
scope of responsibility laid out by the Board of
Directors in the Company’s regulation on Audit
Committee. So far, the Audit Committee has never
received report or complaint from the Auditors on
significant problem in the internal control system.
At the Board of Directors’ meeting No.
14/2012 dated 16 December 2013, the Board
of Directors agreed with the Audit Committee’s
assessment, on the internal control system,
confirming that the current internal control system
is sufficient and appropriate. (The assessment of
the internal control system sufficiency is based on
the SEC’s “Internal Control Sufficiency Assessment
Form”. Investors can find more information on
) Key findings of the internal
control assessment in five areas are as follows:
•
Organization and environment
- Realizing the importance of internal
control system, the Company has provided for the
environment supporting internal control efficiency.
The Board of Directors has set clear and measurable
vision, mission and goal for used as guidelines for the
Management and employees’ operation. Regular
reviewhas been implemented. In 2013, the Company
invited its consultant to participate in the review and
improvement of its new strategic plan (2014-2020)
aiming at increasing value and enhancing sustainable
growth.
- According to its organizational structure,
the Company has clearly set line of control, approval
authority and responsibility for different levels, as
well as well-rounded Key Performance Indicators
(KPI) that will drive the Company towards achieving
its target and serve as the Company’s operational
performance monitoring and assessment tools.
- The Company has clearly set Code of
Ethics and good corporate governance practice for
employees to follow.
- The Company sets regulations/order as
the operational guideline, authority dissemination,
responsibility and details of operations, such as
accounting, finance, budgeting, procurement, human
resources, investment management, supervision of
subsidiaries, affiliates and joint ventures, etc. The
regulations have been used as a guideline to all
employees and covered punishment in case of
regulation infringement.
•
Risk Management
- The Company has specified risk
management structure, covering the Board of
Directors, the Risk Management Committee, the
Risk Management Working Group and the Corporate
