Ratchaburi Electricity Generating Holding PCL.
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required knowledge, experience and qualifications
as designated by the Securities and Exchange
Commission (SEC) and the Stock Exchange of Thailand
(SET). The Committee members are Captain Siridech
Julpema who is the chairman of the committee,
Mr. Satit Rungkasiri, Miss Rattana Tripipatkul, and
Miss Piyathida Praditbatuga. (The four members are
Independent Directors who have the knowledge and
ability in auditing the Company’s operations and
financial statements.) Mr. Pornchai Chamnongdet,
Vice President – Head of the Internal Audit Division
acts as the committee’s secretary.
The Committee report directly to the Board of
Directors. Its duties and responsibilities as assigned by
the Board of Directors that are in line with the rules
and regulations of the SEC and the SET, including
review and ensure that the Company has accurate
and adequate financial reports; review andmake sure
theCompany has an appropriate andeffective internal
control system; review and ensure that the Company
complieswith theSecurities andExchangeCommission
Acts and the Stock Exchange of Thailand’s rules and
regulations and other laws relating to the Company’s
business; select and nominate independent persons
to be the auditors of the Company and recommend
the auditor’s fee, and attend at least one meeting
per year with the auditors without presence of the
Management; review connected transaction or items
that may have conflict of interest based on existing
laws and the SET’s rules and regulations; prepare
the Audit Committee’s report to be published in the
annual report; review the Internal Audit Division’s
performance; consider and review audit criteria and
process to ensure that they always comply with
current business environment; and summarize and
report the Audit Committee’s tasks and movement
to the Board of Directors; report issues discovered or
in doubt, which may have significant impact on the
Company’s financial status or operating performance,
to the Board of Directors in order to correct it within
the timeframe agreed by the Audit Committee. (The
Company publishes the duty and responsibilities of
the Audit Committee in the Company’s regulation
on the Audit Committee and on the Company’s
website. The Audit Committee’s meeting record and
meeting attendanceof individual committeemember
is provided under the Corporate Governance section.)
5.2 Human Resources and Remuneration
Committee
The Human Resources and Remuneration
Committee’s term is three years. It consists of three
directors who are appointedby the Boardof Directors.
The committeemembers areMr.TrakulWinitnaiyapak,
who acts as theCommittee’s chairman, Mr. Songpope
Polchan andMr. Poonsuk Tochanakarn are committee
members. Mr. Pongdith Potchana, Chief Executive
officer, acts as the Committee’s secretary.
The Human Resources and Remuneration
Committee reports directly to the Board of Directors.
Its authorities and responsibilities as assigned by the
Boardof Directors cover theentire tasks concerning the
management of human resources and remunerationof
the Board of Directors, committee and top executives
of the Company’s group (meaning the Chief Executive
Officer, Senior Executive Vice President and Executive
Vice President). Its tasks include formulating the visions
and strategies on human resources management of
the Company’s group as well as their management
development plan; reviewing and ensuring that
the Board of Directors of the Company’s group has
appropriate sizeandgoodcomponents responsively to
thechangingenvironment; and formulating appropriate
policy, criteria and procedure in nominating, selecting,
removing or terminating Directors and executives of
the Company’s Group to ensure that all companies
in the Company’s Group have management team
who have appropriate qualifications, knowledge,
competency and experiences to run the group of
the Company’s business successfully and effectively.
The Committee is also responsible for selecting and
nominating persons with required qualifications to
be the CEO and top executives of the Company’s
Group; andpreparing successionplan for key executive
positions. It establishes a policy and strategies
and compensation which include salary, meeting
allowance, per diem, bonus and other benefits to
Directors and top executives in the Company’s Group
