| 1. |
Approve the vision, policy and direction of the Company’s operations and supervise the Executive Committee and management to ensure that it operates in accordance with the plan as set out, efficiently and effectively, to maximize the economic value and wealth of the Company and its shareholders. |
| 2. |
Consider and approve major issues such as large investment projects, large business or asset disposals, policy, management power and authority, and any transaction as prescribed by law. |
| 3. |
Appoint an Audit Committee to oversee the process of evaluation of the internal control and internal audit system to ensure effectiveness and efficiency, and follow up the results and to review performance and consider reports and work progress of such Audit Committee. |
| 4. |
Determine and avoid possible conflicts of interest among the stakeholders of the Company. |
| 5. |
Supervise business operations to ensure ethical work standards. |
| 6. |
Make a report covering the carrying out of its responsibilities with regards to the preparation of financial reports, including this with the report of the auditor in the annual report, ensuring the report covers key issues as outlined in the Policy Statement: the SET Code of Best Practices for Directors of Listed Companies. |
| 7. |
Ensure compliance with regulations and laws and ensure and approve all public reporting required under laws and regulations. |
| 8. |
Consider material related party transactions and forward these to non interested shareholders for consideration and approval. For significant transactions as set out in regulations independent directors will be asked to assess the arms length nature of such transactions and are also able to access the opinion of independent financial advisors selected at their own discretion and freely report their opinion to a duly constituted shareholders meeting constituted to approve such transactions. |
| 9. |
Oversee and approve any major litigation as well as appoint suitable legal resource to support such activity. |
| 10. |
Appoint the Executive Committee to oversee the day to day operations of the business in conformity with criteria stipulated by the Board of Directors and in accordance with approved strategies and budgets and to receive and consider regular reports from the members of the Executive Committee. |
| 11. |
Call shareholders meetings as required by law and as required from time to time to present relevant information and decisions as well as ask for shareholders to vote on decisions requiring shareholder approval. |
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