The Board of Directors as at 31 December 2022:

No.	Name	Position
1	Mr. Khantachai Vichakkhana	Chairman and Independent Director
2	Mr. Prachai Leophairatana	Director
3	Mr. Prateep Leopairut	Director
4	Dr. Pramuan Leophairatana	Director
5	Mr. Prayad Liewphairatana	Director
6	Mrs. Orapin Leophairatana	Director
7	Mr. Tayuth Sriyuksiri	Director
8	Miss Malinee Leophairatana	Director
9	Mr. Supoj Singsanei	Chairman of the Audit Committee and Independent Director
10	Mr. Pises Iamsakulrat	Audit Committee and Independent Director
11	Mr. Thavich Taychanavakul	Audit Committee and Independent Director
12	Mr. Pakorn Leopairut	Director
13	Mr. Pornpol Suwanamas	Audit Committee and Independent Director
14	Miss Thanyarat Iamsopana	Director
15	Dr. Virat Chatdarong	Director

However, all directors of the Company have undertaken at least one training course of the Thai Institute of Directors Association regarding directors, including the Directors Certification Program (DCP) or the Directors Accreditation Program (DAP).

 

The Board of Directors consists of 15 directors, 5 of whom are independent directors, of which 3 are female directors. The Board is diverse (Board Diversity), whose skills align with the Company’s business strategy through the Board Skills Matrix, and are diverse in educational background and experience without limiting any other differences. Details of director profiles appear in Attachment 1.

 

Functions and Responsibilities of the Board of Directors

Authority of the Board of Directors

1. To carry out activities prudently and in compliance with related governing laws, the objectives of the Company, and the Articles of Association, in order to protect the Company’s interests and for the benefit of shareholders.
2. To consider policy, vision, work plans and key strategies, as well as ethical standards for business operations, and to supervise and monitor Management, to ensure that they perform duties efficiently and are in compliance with the Company’s policies.
3. To monitor the operational results of the Company and any other key progress criteria.
4. To determine interim dividends to shareholders.
5. To ensure that financial reports are complete, accurate, reliable and timely, and are prepared in compliance with generally accepted accounting principles.
6. To monitor the implementation of internal control and audit systems; to comply with all regulations and related governing laws; and to ensure appropriate risk management.
7. To ensure that the Company performs in compliance with good corporate governance policies, and focuses on fair treatment for all related parties, and discloses all relevant information that might affect the interests of related parties and the public.
8. To monitor and to prevent conflicts of interest and ensure that connected transactions and any other transactions that might affect the interests of related parties are in compliance with related rules and regulations.
9. To consider the nomination of qualified persons to perform the duties of directors.
10. To consider the need and appropriateness to determine remuneration to directors.

The actions of the Board of Directors that must be approved by the Shareholders’ Meeting

1. Entering into the inter-company transactions or acquisition or disposition of the Group’s significant assets or any other action as announced by law and the Capital Markets Committee.
2. Sale or transfer of all or part of the Company’s business to another person
3. Amendments to the Memorandum of Association or Articles of Association of the Company.
4. Increase or decrease the Company’s registered capital
5. Dissolution of corporations or mergers with other companies
6. Issuance of debentures of the Company