RATCH Annual Report 2013 - page 107

Ratchaburi Electricity Generating Holding PCL.
107
order and announcement. All the information
has been correctly, completely and and timely
stored, grouped and organized in systematicmanner.
- The Company has published significant
information for outsiders via the SET’s channel and
the Company’ website:
enabling
outsiders, shareholders, investors and interested
persons to equally and timely receive significant
information from the Company.
Monitoring system
- TheCompany sets goals for the strategic
and business plans by setting goals and indicators
for all business groups. These goals and indicators
are communicated throughout the organizations.
Operational performance is appraisal against the
target. Difference between the result and goals (if any)
are thoroughly analyzed for preparation or solution
for impact from such difference before presented
to the Board of Directors’ acknowledgement on
quarterly basis.
- The Internal Audit Division regularly
reviews that sufficiency and appropriateness of the
internal control systemaccording to the annual audit
plan approved by the Audit Committee. Results
are regularly updated and presented to the Audit
Committee.
- The Corporate Secretary Office
coordinates with responsible business groups to
collect related information for presentation to the
Board of Directors to support its monitoring and
supervision of the management according to the
good corporate governance principle.
To ensure that the Company’s
disclosure of information complies with the rules and
regulation enforced by related supervising authorities,
the Company reveals the brief profile and information
of Head of the Internal Audit Division and the
Company Secretary who supervises the operations
under responsibility as assigned in the Directors,
Management and Corporate Secretary Information
as published on the Company’s website (
co.th).
5.6 Risk Management
In recognition of the importance of risk
management, the Board of Directors announced the
“Risk Management Policy” and appointed the “Risk
Management Committee” to be responsible for
identifying risk factors, setting measures to manage
risks in the acceptable level to prevent impact on the
business operations and stakeholders, and reporting
to the Board of Directors on quarterly basis. The
Company gives high priority to warning signs and
irregular items, enabling it to quickly adjust strategies,
plans andmanagement method. (Details are as in the
Management Structure and Risk Factors.)
5.7 The Board of Directors’ Meeting
The Board of Directors’ Meeting Practice:
For maximum benefits of the Company and its
shareholders, the Company maintains the Board
of Directors’ independence in decision making. All
members of the Board of Directors perform their duty
with integrity and for the best benefit of theCompany.
As representatives of shareholders, the Board of
Directors closely leads, monitors the operations,
guides, assists and supports the Management’s
operations.
Meeting Schedule, Meeting Agenda and
Document Preparation:
The Board of Directors
approved the Board’s and committees’ tentative
meeting schedules for the entire year and informed
every director of the schedule. In 2013, the Board of
Directors’ meetings were scheduled at 16.00 hrs. of
every third Monday of the month.
The Chairman of the Board of Directors
and Chief Executive Officer jointly considered
the matters to be included in meeting agenda to
ensure that all significant matters are submitted
to the meeting. They informed the directors in
advance and distributed the meeting notice at
the appropriate time according to the Company’s
Articles of Association. Directors, however, are free to
propose other matters to be included in the agenda
and have to inform this 10 days before the meeting
date. In case of urgent matters which may directly or
indirectly affect the Company, directors can propose
such matters for consideration or acknowledgement
when the Board of Directors considers other agenda
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