Ratchaburi Electricity Generating Holding PCL.
65
that would conflict with the Company’s interest or
would provide advantages to other person or entity,
and for personal or other person’s benefit.
1.3 Appointment and Terms of Directors
Directors are appointed by the Annual
General Meeting of Shareholders (AGM). At every
AGM, one-third of the Directors shall retire from
office. Directors with the longest stay in office shall
retire. A retiring Director by a rotation of office may be
re-elected. IncaseanyDirector resigns by reasons other
than a rotation of office, the Board of Directors shall
elect any person to replace the resigned Director. The
Director so appointed shall retain his/her office during
such time only as the resigned Director is entitled to
retain. Directors of the Company shall remain in their
offices for nomore than three consecutive terms and
his/her age shall not exceed72 years old. Independent
Director shall remain in their offices for no more than
two consecutive terms or no more than six years.
2. Directors’ Authority and Duties
Being shareholders’ representatives, the Board of
Directors has a duty to ensure that all the Company’s
businesses strictly complywith thepolicies under legal
framework, objectives, regulations and resolution of
the Shareholders’ Meeting. The Board of Directors is
authorized to take action as stated in the Articles of
Association andhas roles, duties and responsibilities to
manage the Companywith integrity and avoid conflict
of interest to protect the organization’s benefits
rather than any particular shareholder or group. The
Board of Directors’ duties and responsibilities are
formulating strategies, business plan and budget
policy;monitoring and following-up theManagement’s
activities and checking against the target or forecast,
at least every quarter; managing human resources,
including appointing or removing Director or high level
executives and appraising performance against the
earlier agreed target which is linkedwith remuneration;
being responsible for the completion of activities
in compliance with rules and regulations, Code
of Business Ethics and the corporate governance
principles, with focus on effective and sufficient
internal control, regulatory compliance especially
in anti-corruption practice , communicating with the
stakeholders and the public by providing effective and
appropriatecommunicationchannels; andestablishing
and setting roles and responsibilities of committees;
and appraising performance of the Board of Directors,
which requires self-appraisal on yearly basis. (The
Company publishes the duty and responsibilities of
the Board of Directors in the Company’s regulation on
the Boardof Directors andon the Company’s website.
The Board of Directors meeting record and meeting
attendance of individual Director is provided under
the Good Corporate Governance Report section.)
3. Independent Directors
The Company has clearly defined “Independent
Director” in the Company’s regulation on the Boardof
Directors that is published on the Company’s website.
The definition is in compliance with the Capital
Market Supervisory Board, including no participation
in businessmanagement; no relationship, by family or
by law; no business relations with the Company and
its subsidiaries in a manner that may cause conflict
of interest; not being the auditor or professional
service provider, including legal or financial advisors;
and no relations with the major shareholders and no
other condition that prevent them from providing
independent opinion on the Company’s operations.
The Company’s regulation on shareholding of the
Company’s shares is stricter than that regulatedby the
CapitalMarketSupervisoryBoard.Under theCompany’s
regulation, an Independent Director can hold
no more than 0.5 per cent of the total shares with
voting rights of the Company, subsidiaries and joint
ventures or other legal entity that may not have
conflict of interestwhile theCapitalMarket Supervisory
allows up to one per cent of the total shares.
To recruit an Independent Director, the Company
follows the nomination procedures in recruiting
directors and top executives, the details of which are
described under the same topic. On 31 December
2013, the Company has eight Independent Directors,
which accounts for more than one third of the total
members (15) of the Board. They are Captain Siridech
Julpema, Police Lieutenant General ThavornChanyim,
