Ratchaburi Electricity Generating Holding PCL.
69
as the Committee’s secretary.
The Committee reports directly to the Board
of Directors with responsibilities as assigned by the
Board of Directors. Its major responsibilities include
determining strategic plan, goal, investment plan,
investment budget, optimum investment return and
other benefits fromproject investment to increase the
Company’s power generating capacity and growth;
carefully reviewing and scrutinizing project investment
proposed by the Management to ensure that it is
consistentwith theCompany’s policy and target stated
in its investment plan with the consideration on cost-
effective investment return and on management of
other risk factors at acceptable level; and monitoring,
following up and evaluating the approved investment
project and report to the Board of Directors.
(The scope of responsibilities of the Investment
Committee is included in the Company’s regulations
on the Investment Committee and published on the
Company’s website. The reports of the Investment
Committee’s meetings and meeting attendance of
individual Investment Committee arepublishedunder
the Good Corporate Governance Report section.)
6. Authorized Directors
as the Company’s Signatory
According to the Company’s policy and in order
to provide practical flexibility and independence of
independent directors, the authorized directors as the
Company’ signatory are either the Chairman of the
Board or Chief Executive Officer (CEO), with signature
and the Company’s Seal; or two other directors,
except Independent Directors, with joint signatures
and the Company’s Seal. (Investors can find more
information fromtheCompany’s Affidavit as registered
to Department of Business Development, Ministry of
Commerce andpublicizedon theCompany’swebsite
at
)
7. Structure of the Management
The Board of Directors specifies the scope of
responsibility and authority of the Board of Directors
separately from the Management. The Board of
Directors is responsible for formulating policy and
monitoring the performances of the Management.
The Management is responsible for implementing
and executing the policies and reporting performance
results to the Board of Directors.
CEOis thetopexecutiveposition intheManagement
and is authorized to manage daily operations of the
Company. His/her responsibilities are governing
employees and staff members; managing, hiring,
appointing, punishing and terminating employees and
staff members; considering promotion or adjusting
salary of employees and staff members, excluding
top-level executives who are Executive Vice President
andupper levels; issuingmanagement process or other
operations of the Company that do not conflict with
theCompany’s regulations and the Boardof Directors’
resolution; and deciding on the scope of work and
work conditions for employees to strictly follow.
In terms of external affairs, the CEO is authorized to
act as a signatory except in any matters that the CEO
or persons who have relationship with him/her may
have conflict of interests. Such action can be taken
only when approved by the Board of Directors with
the presence of Independent Directors. In such case,
the CEO may authorize any other person to act on
his/her behalf, except for any matter that may hold
the Company’s liable as a borrower, buyer or hirer
engaged inmore thanBaht 30million. For any contract
that is wrongfully made by the CEO which breaches
the resolution of the Board of Directors, the Company
will not be held liable, except in case of ratification
by the Board of Directors.
The Board of Directors authorized the CEO to
approve projects below Baht 30million in total value.
Projects with greater value shall be considered and
approved by the Board of Directors. The CEO is
authorized to approve donation of no more than
Baht 200,000 each. Charitable donation of up to Baht
400,000 shall be approved by the Board of Directors’
Chairmanwhiledonationexceeding Baht 400,000 shall
be approved by the Board of Directors.
