Charter of the Committee

 

Charter of the Board of Directors

 
The Board of Directors is committed to performing its duties in formulating strategies, policies and business directions of the Company, as well as overseeing and supervising the management of the Company and its subsidiaries in accordance with the laws, objectives, Articles of Association, and resolutions of the shareholders’ meetings. 
The Board of Directors’ Meeting No. 1/2015 held on December 30, 2015 resolved to establish this Charter in order to ensure that the Company’s directors have properly and completely fulfilled their duties.
1. Composition of the Board of Directors
  The structure of the Board of Directors is considered by the Company in terms of size, composition, proportion of the independent directors, skill, experience, education, capability and expertise, together with gender and age as suitable and necessary for leading the organization to achieve the Company’s specified objectives and goals.   
  1.1 The Board of Directors consists of at least 5 directors and not less than half of the total number of directors must reside in the Kingdom and the Company’s directors must have qualifications as required by law.  
  1.2 The Board of Directors consists of independent directors at least 1/3 of the total number of directors, but not less than 3 persons who can independently provide their opinions on the performance of the management, with full qualifications in accordance with the qualification criteria of “Independent Director” under the requirements of the Capital Market Supervisory Board, and have the scope of duties and responsibilities as specified by the SET.   
  1.3 The Board of Directors consists of representative directors under the conditions of the Concession Agreement from the Mass Rapid Transit Authority of Thailand (MRTA) and representative directors under the conditions of the Concession Agreement from 
the Expressway Authority of Thailand (EXAT).      
  1.4 The Board of Directors consists of persons who work in business, academician from a variety of fields, have qualifications, skills, experience in management and operations beneficial to the Company, have knowledge in concession agreements, provided that at least 1 of them must have experience in the main business or industry in which the Company is engaging. 
  1.5 The Chairman of the Board of Directors and the Managing Director may not be the same person so as to separate between the policy making and supervisory duty and the regular managerial duty.  The Board of Directors clearly determines powers and duties of the Chairman of the Board of Directors and the Managing Director.  
2. Qualifications of Directors 
  2.1 Being persons whose names are listed on the database of directors and executives of securities issuing companies in accordance with the Notification of the Capital Market Supervisory Board Re: Rules for Listing Names of Persons on Database of Directors and Executives of Securities Issuing Companies.
  2.2 Directors must have full qualifications in accordance with the law on public limited companies, the law on securities and exchanges, including relevant notifications, and must have no prohibited characteristics as follows:
    (1)    Being subject to a receivership order by the Court, being an insolvent person, an incompetent or a quasi incompetent person;
(2)    Having been banned by the Stock Exchange of Thailand from serving as a director, executive, or person with the controlling power of a listed company;
(3)    Having been subject to criminal complaint or legal action filed by a competent authority on a charge of unfair act relating to securities trading or futures contracts or deceptive, fraudulent or corrupt management;
(4)    Having been barred within the period specified by the order of the competent organization under international laws from serving as a director or executive of a company;
(5)    Being previously sentenced by the court’s final judgment for committing an offense under (3) above or subject to fine for committing an offense under (3) above;
(6)     Having reason to believe that there has or had been misconduct in the performance of duties of care and duties of loyalty for the best interests of the company and its shareholders in which they are or used to be directors, executives, or persons with controlling power, or that they have or had been involved in or supported such actions by others.
(7)    Having reason to believe that there has or had been behavior in a way that implies dishonesty or deception toward others, or that they have or had been involved in or supported such actions by others.
(8)    Having reason to believe that there has or had been an unfair behavior; or taking advantage of investors, or that they have or had been involved in or supported such action by others.
(9)    Having reason to believe that there has or had been a behavior to conceal the actual financial position or performance of a listed company or a company that has previously offered securities to the public or intentionally misrepresent material facts or conceal material facts that should be indicated in any document that must be disclosed to the public or must be filed with the Capital Market Supervisory Board or the SEC, whether acting on their own behalf or on behalf of a juristic person or business that they have the power to manage or have or had been involved in or supported such actions by others.
(10)    Having reason to believe that there has or had been behavior that shows neglect of reasonable supervision as a director, an executive or a person with controlling power of a listed company or a company that has previously offered securities to the public that they are or used to be an executive or a person with controlling power or a subsidiary of the said company in order to ensure that the company in no way violates or fails to comply with the laws, objectives, and Articles of Association, as well as resolutions of the shareholders’ meetings, which may cause a lack of trust in the capital market as a whole or harm to that company's reputation, status, or business operations. 
(11)    Being a person with prohibited characteristics under the Payment Systems Act B.E. 2560 (2017) or is ineligible as declared by the Bank of Thailand.
  2.3 Directors must have leadership, vision, decision-making independence, skills, experience that are beneficial to the Company, carefulness, honesty, and the ability to devote sufficient time to their responsibilities.   
  2.4 The number of other listed companies in which a director is allowed to concurrently serve as a director should not exceed 5 companies.
3. Roles, Duties, and Responsibilities of the Board of Directors
  3.1 Monitoring and supervising the Company’s operations to ensure compliance with laws, the Company’s objectives and Articles of Association, as well as resolutions of 
a shareholders’ meeting, and protecting the Company’s interests and shareholders based on the Corporate Governance Code, as well as complying with the rules and requirements stipulated by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission.
  3.2 Establishing the Company’s policies, operational, directions and budget, as well as supervising to ensure that management takes actions in compliance with the established policies with efficiency and effectiveness to contribute to economic value maximization for the business and the wealth maximization for shareholders.  
  3.3 Setting the visions, missions and strategies for the Company and its subsidiaries’ business operations, which shall be mutually reviewed and approved with management on a regular basis. 
  3.4 Providing complete, correct and sufficient reports on financial information,the Company’s information and general information which are important for shareholders, and verifying information in the reports.
  3.5 Arranging for the Company an internal control system, internal audit and risk management measures with effectiveness. The management is assigned to comply the policy and to review the system or assess risks in line with business strategies and goals including the circumstances that changes, as well as following up on such matters on a regular basis.
  3.6 Establishing subcommittees to ensure the good corporate governance.   
  3.7 Providing the respective charters of the Board of Directors and subcommittees, which shall be regularly reviewed to ensure conformity with regulations.
  3.8 Considering clearly determining and separating roles, duties, and responsibilities among the Board of Directors, subcommittees and management, with regular communication regarding such roles, duties and responsibilities to the Board of Directors, subcommittees, management and staff of the Company.
  3.9 Appointing any persons to engage in the Company’s businesses under the supervision of the Board of Directors, or, if applicable, authorizing such persons to have power for a period of time as the Board of Directors deems appropriate, provided that the Board of Directors may revoke, repeal, amend or change such authorization as appropriate.
  3.10 Appointing a Company Secretary to assume the responsibility as corporate secretary for advising Directors on the relevant laws, rules & regulations; and ensuring the compliance of the Company with laws, the Company’s Articles of Association, relevant regulations including corporate governance practices along with providing support for Directors and Executives to attend training courses in their relevant areas and providing useful information that is beneficial to the performance of duties of directors.
  3.11 The Managing Director is assigned to report on the development and succession plans for the position of Managing Director and top management in the event of resignation or retirement according to the succession plan.
4. Roles, Duties and Responsibilities of the Chairman of the Board of Directors 
  4.1 Considering, together with the Management Team , to determine the agenda for the Board of Directors’ meeting, as well as ensuring that the Company’s directors receive accurate, complete, clear, and timely information prior to the meeting in order that they can make appropriate decisions and effectively set business goals. 
  4.2 Presiding over the Board of Directors’ meeting 
    4.2.1 Conducting the Board of Directors’ meeting in accordance with the agenda, the Articles of Association, and applicable laws.
4.2.2 Allocating sufficient time and encouraging all of the Company’s directors to discuss, fully and independently, share their views and deliberately, exercise their own discretion while taking into account all stakeholders.
4.2.3 Scheduling the Board of Directors’ meeting without presence of any directors from the management.
  4.3 Presiding over the shareholders’ meeting to ensure such meeting’s proceedings in accordance with the agenda, the Articles of Association, and applicable laws, by allocating time appropriately, as well as providing shareholders with an equal opportunity to express their opinions, and ensuring that shareholders’ questions are properly and transparently answered.
  4.4 Supporting and serving as a good role model in compliance with the principles of corporate governance and codes of conduct.
  4.5 Strengthening good relationship between the Board of Directors and the management, and supporting the performance of duties of the Managing Director and the management under the Company’s policies.
  4.6 Supervising and ensuring the information disclosure and management with transparency in the case of a conflict of interest.
  4.7 Supervising and ensuring that the Board of Directors have an appropriate structure and composition.
  4.8 Supervising and ensuring efficiency in the performance of the entire Board of Directors, subcommittees, and each director/member.
5. Nomination of Board of Directors
  The Nomination and Remuneration Committee shall nominate directors who are qualified in terms of knowledge, skills and experiences which will bring benefits to the Company, to be appointed as directors to replace the directors who are vacating their office, both by early retirement and by rotation, in accordance with the criteria.  The qualifications of nominated persons will be considered based on the necessary skills that are still lacking on the Board of Directors, as well as those that are aligned with the Company’s business strategies.
6. Term of Office of Director
  6.1 Directors shall have a term of office of 3 years, and a retiring director may be re-elected. The number of terms of office of directors and independent directors is considered as reasonably necessary.
  6.2 At every annual ordinary general meeting of shareholders, 1/3 of the number of directors must vacate their offices.  If the number of directors is not a multiple of 3, then the number nearest to 1/3 must retire from office.
7. Retirement of Directors 
  Other than retirement by rotation, directors will vacate office upon:
  7.1 Disqualification or possession of any prohibited characteristics under the laws on public limited companies and/or the laws on securities and exchange and / or laws related to the Company’s business; 
  7.2 Submission of a letter of resignation to the Company, with effect from the date on which the letter of resignation reaches the Company;
  7.3 Resolution of the shareholders’ meeting by a vote of not less than 3/4 of all shareholders attending the meeting and having the right to vote; provided that the total number of shares held by such shareholders must not be less than 1/2  of all shares held by the shareholders attending the meeting and having the right to vote;
  7.4 The Court’s order to that effect;
  7.5 Death. 
8. The Board of Directors’ Meeting 
  8.1 The Company requires that the Board of Directors  must hold a meeting at least once every 3 months, but not less than 6 times a year, and at each meeting, a quorum consists of not less than half of the total number of directors.   
  8.2 The Company has scheduled the meetings throughout the year in advance and gives prior notice to directors of the said schedule by December every year so that the directors can allocate time to attend the meetings.
  8.3 The Company delivers the clearly specified notice of each meeting and agenda 7 days prior to the meeting date and also delivers the supporting documents at least 5 business days prior to the meeting date, so as to allow the Board to have sufficient time to review them prior to the meeting.  Unless it is urgently necessary to safeguard the Company’s rights or benefits, the meeting may be called by other means or an earlier meeting date may be scheduled.
  8.4 The agenda is determined by mutual discussion between the Chairman of the Board of Directors and the Management. In addition, a meeting among non-executive directors and without management will be held, in order to allow directors to independently discuss and exchange opinions and efficiently follow up on the management’s performance.
  8.5 The resolution of the meeting must have a minimum quorum in the instance of Board voting requires the presence of at least 2/3 of all directors.
  8.6 The meeting’s final decisions shall be made by a majority of votes.  Each director shall have 1 vote, except any director having a personal interest in any matter shall have no right to vote on such matter.   In the case of an equality of votes, the Chairman of the meeting shall have an additional casting vote.
  8.7 Each meeting will be presided over by the Chairman of the Board of Directors to ensure that each agenda item is thoroughly considered and allow all directors to express their opinions and mutually discuss, and top management will attend to clarify information as a person directly involved in the operation until satisfied before voting on each agenda item.
  8.8 The Board of Directors sets out a policy to prohibit directors and executives, who are connected persons or interested persons in relation to any items to be considered, from attending the meeting or voting on such item, and management gives prior notice to such directors and executives who are not allowed to attend the meeting or vote on such item.  In considering who is a connected person and interested person, the Board of Directors takes into account the report on interests which all directors and executives have a duty to submit in accordance with the Board of Directors’ policy requiring directors and executives to report their personal interests in order to disclose such information to the Chairman of the Board of Directors and the Audit Committee Chairman. 
9. Board Self-Assessment
  The performance of the Board of Directors shall be assessed on a yearly basis.  There are 2 forms of the performance assessment, namely, the overall performance assessment of the Board of Directors and the individual self-assessment of the Board of Directors. This includes monitoring of the assessment results of the Board of Directors and subcommittees for mutual consideration in the Board of Directors. In addition, the performance assessment forms of the Board of Directors and subcommittee are regularly reviewed.
10. Remuneration for Directors
  The Company has a policy on payment of remuneration for directors with the following criteria:
  10.1 Remuneration is appropriate and commensurate with the scope of assigned duties and responsibilities of each director, such as Chairman of the Board of Directors, chairmen of subcommittees, and a member of a subcommittee, such as the Executive Board, 
the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance, Risk Management and Sustainable Development Committee, which will receive additional remuneration according to their respective positions.
  10.2 Remuneration is at a level which can motivate and retain directors with knowledge, abilities and qualifications to effectively perform their duties for the Company.  
  10.3 Components of remuneration are clear, transparent, and easy-to-understand.
  10.4 The Nomination and Remuneration Committee considers and scrutinizes the remuneration for members of each subcommittee to ensure that it is at the same rate as that offered by the same industry, which is sufficient to maintain and retain directors with the required qualifications.
11. Development of Directors
  11.1 The Board of Directors has a policy to support and facilitate training and learning for the Company’s directors and executives to ensure their continued improvement and performance, involving both internal and external training courses. All directors must attend training for an understanding of the performance of their duties in their capacity as directors. 
  11.2 The management is assigned to provide documents or briefings for the new directors in order to ensure their understanding of the business and performance of duties as directors or members of the Board of Directors. The Managing Director, or the Company Secretary, or the Directors Office are assigned to arrange for orientation for newly-appointed directors by convening a meeting with the relevant directors and/or executives and/or officers for clarification and answering questions, as well as preparing documents and summary information for the new directors, such as information relating to the Company, listed company director’s handbook, the Corporate Governance Code, the Company’s code of ethics, power and duties of the Board of Directors, and the annual schedule of the Board of Directors’ meetings.  Furthermore, the Company also has its directors attend training courses conducted by the Thai Institute of Directors Association (IOD), as recommended by the SEC Office.









  
 

 

Charter of the Audit Committee

Charter of the Corporate Governance, Risk Management and Sustainable Development Committee

Charter of the Nomination and Remuneration Committee

Charter of the Executive Board

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