Ratchaburi Electricity Generating Holding PCL.
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In considering connected transaction
or items that may involve conflict of interest,
the
meeting will mainly consider the benefits of the
Company and shareholders. The meeting will
consider the necessity and reasons for each matter
the same way it does for other transactions. Correct
and complete process and disclosure of information
are highly weighted.
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The Company Secretary
provides initial
recommendation to themanagement and the Board
of Directors to ensure that all the practices are in
compliance with the related regulations, such as
asset acquisition information disclosure, connected
transaction and corporate governance.
•
Meeting Report Preparation and Keeping
- The Board of Directors assigns the
Company Secretary to record, prepare and keep
the minutes of the Board of Directors’ meeting and
shareholders meetings.
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Meetingminutes
are prepared inwriting
and cover all important details, including date and
time the meeting begins and ends, venue, list of
attending directors and executives, list of absent
directors, summary of the matters presented in the
meeting, summary of the discussedmatters, opinions
and observation of the directors, the resolution of the
Board of Directors, and the name of the person who
takes notes. Meeting minutes are completed within
three days after the meeting and delivered to all
directors for improvement. If there is no addition or
amendment made within seven days, the report is
considered approved and submitted to themeeting’s
Chairman to sign. A copy of the signedmeeting report
is then delivered to each director for reference.
- After the meeting, the Chief Executive
Officer communicates thewritten resolution to related
units for acknowledgement and/or implementation.
Monitoring of the implementation is assured while
the implementation result is reported to the Board
of Directors later at an appropriate occasion.
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The Board of Directors and Committee’s
Meetings :
In 2013, the Board of Directors and
Committees appointed by the Board of Directors
organized meetings that are in line with the nature
of business and assigned tasks as follows:
- The Board of Directors held 14 meetings.
At the last meeting, non-executive directorsmeetings
were held before the entire Board of Directors’
meeting.
- The Audit Committee held 6 meetings. In
the end of the 6th meeting, the Committee and the
auditors discussionwas heldwithout presence of the
Management.
- The Human Resources and Remuneration
Committee held 6 meetings
- The Risk Management Committee held 4
meetings
- The Investment Committee held 10
meetings
Directors have duty to attend every meeting
except when it is unavoidable. In case a director
cannot attend the meeting, he/she may provide
opinion on any matter in the meeting agenda
which are distributed in advance. In 2013, meeting
attendance of the Board of Directors and committee
appointed by the Board of Directors is as follows:
