72
Annual Report
2013
8. Secretary to the Board of Directors
and the Company Secretary
Secretary to the Board of Directors
The Board of Directors appointed Chief Executive
Officer as its Secretary. The “Corporate Secretary
Office” which reports directly to the Chief Executive
Officer is responsible for arranging meetings,
administration and coordination for the Board of
Directors.
Company Secretary
The Management has appointed Mrs. Boontiva
Dansamasatid, Executive Vice President – Corporate
Administration and Acting Vice President - Head of
Corporate SecretaryOffice as the Company Secretary.
The Company Secretary’s responsibilities as specified
by the Securities and Exchange Act include arranging
the Board of Directors and shareholders’ meetings;
providing initial advice to facilitate the Board of
Directors’ meetings and activities in order to comply
with related rules and regulations; handling secretariat
works for the Board of Directors and facilitating the
Boardof Directors’ activities; ensuring that the Boardof
Directors’ resolutions are executed; handling activities
related to shareholders’ rights andproper disclosureof
information as regulated by related organizations.
(Profile and information about theCompany Secretary
are published in the Information Management and
Company Secretary Information section.)
9. Recruitment and Nomination
Procedures of Directors
and Top Executives
9.1 Board of Directors Selection
The Company considers that director
recruitment is very important because directors who
sit in the Board of Directors will participate in policy
formulation and regulating the management and
operations for the best benefits of the Company.
Qualifications of Directors and Independent Directors
are specified in accordance with the regulations
set by regulatory agencies, legal requirement and
the Company’s Articles of Association which have
already been described. The Company also considers
educational background, training, work experience,
specialized areas and skills that best suit the and
enhance supervision efficiency and willingness to
contribute time and efforts to their designated
missions that will strengthen work of the Board of
Directors.
The Human Resources and Remuneration
Committee is responsible for selecting, recruiting
and screening nominees for the Board of Directors’
consideration. Directors’ appointment includes :
Case 1: A director position is vacant due to
reasons other than rotation of office: The Board of
Directors has the authority to elect any persons
to replace the resigned Directors. The Director so
appointed shall retain his/her office during such time
only as the resigned Director is entitled to retain. At
least three fourths of the remaining Directors shall
approve the appointment.
Case 2 : A director position is vacant due to
rotation of office: The Board of Directors shall propose
to the shareholders’meeting. Criteria and process are
specified in the Company’s rules.
Committed to encouraging equal treatment
of shareholders, the Board of Directors encourages
minority shareholders to nominate a person with
proper qualifications for the Board to consider
and propose to the Annual General Meeting of
shareholders. This practice has been implemented
since 2008. Details are specified in theGoodCorporate
Governance Report section.
9.2 Nomination and Recruitment of the
Top Executives
“Top Executive” means a person who
holds the position of Chief Executive Officer, Senior
Executive Vice President and Executive Vice President.
The Human Resources and Remuneration
Committee is assigned to recruit the Directors and
top executives of the Company’s Group by reviewing
the nominee’s educational background, knowledge,
