Board of Directors

Term of membership

The term of membership for the Board of Directors is three years. Any retiring member of the Audit Committee may be re-elected.

Scope of power, duties and responsibilities of the Board of Directors
  • To perform their duties in accordance with the law, our Company’s objectives, Articles of Association, and resolutions of the Board of Directors and shareholders, and with responsibility, care and honesty.
  • To consider and approve the vision, business strategies, business direction, business policy, target, guidelines, operation plan and annual budget of our Company and subsidiaries as prepared by the Executive Committee and management.
  • To oversee the management and performance of the Executive Committee, President and Chief Executive Officer, Managing Director, management or any other person assigned to perform such duties, so as to conform to the policy set out by the Board of Directors.
  • To continuously monitor our Company’s performance so as to be in accordance with the action plan and budget of our Company.
  • To review and ensure that our Company has transparent, appropriate and efficient internal controls and internal audit systems and finances.
  • To prepare balance sheets and profit and loss statements at the end of our Company’s relevant accounting period, and to execute such financial statements prior to submitting the same to the annual meeting of shareholders for further approval.
  • To consider and approve the selection and nomination of auditors and to determine their remuneration as proposed by the Audit Committee, prior to proposing the same to the annual meeting of shareholders for further approval.
  • To make available a written corporate governance policy and to efficiently adopt such policy, to ensure that our Company is equally responsible for each group of stakeholders.
  • To consider the appointment of a person who possesses the requisite qualifications and does not possess any characteristics prohibited under the Public Limited Company Act (as amended) B.E. 2535 and the Securities and Exchange Act B.E. 2535 (as amended) as well as any relevant notifications, rules and/or regulations, as a director of our Company should there be a vacancy in the Board of Directors due to a cause other than a director retiring by rotation, and to consider and approve the appointment of directors replacing the directors retiring by rotation and to determine the remuneration for directors as proposed by the Nomination and Remuneration Committee, in order to submit to the annual meeting of shareholders for further approval.
  • To consider the appointment of sub-committees, including the Audit Committee, Executive Committee, Nomination and Remuneration Committee or any other committees, and to prescribe the roles and responsibilities of such committees in order to enhance the performance of the Board of Directors.
  • To prescribe and change the names of directors who have the power to sign to bind our Company.
  • To consider the appointment of executives in accordance with the definition prescribed by the Thai SEC or the Capital Market Supervisory Board and our Company’s Secretary, and to consider the remuneration of executives as proposed by the Nomination and Remuneration Committee.
  • To seek professional advice from third-party organizations as appropriate, if necessary.
  • To encourage our directors and executives to participate in the Institution of Directors’ seminar courses, which relate to their duties and responsibilities.
  • To review and ensure that our Company is operated efficiently and to protect the interests of all relevant stakeholders.

Audit Committee

Term of membership

The term of membership for the Chairman and members of the Audit Committee is three years. Any retiring member of the Audit Committee may be re-elected.

Scope of power, duties and responsibilities of the Audit Committee
  • To review and ensure that our Company provides a sufficient and accurate report of our financial statements.
  • To review and ensure that our Company has appropriate and efficient internal controls and internal audit systems, to consider the independency of our Internal Audit Unit, and to approve the appointment, transfer, termination of employment of the Chief of Internal Audit Unit or any other unit responsible for internal audit.
  • To review and ensure that our Company complies with the securities and exchange laws, regulations of the SET and the laws relating to our Company’s business.
  • To consider, select and nominate an independent third-party to be our Company’s auditor, and to determine the audit fee, as well as to participate in at least one meeting per annum with the auditor, without participation of management.
  • To consider and ensure that our Company’s connected transactions or transactions that may result in conflicts of interest are in compliance with the laws and the rules of the SET, and to ensure that the terms of such transactions are reasonable and in the best interest of our Company.
  • To prepare the Audit Committee’s report, which will be disclosed in our Company’s annual report. The report must be signed by the Chairman of the Audit Committee and shall contain at least the following details:
    • Opinion on the accuracy, completeness and reliability of our Company’s financial report;
    • Opinion on the sufficiency of our Company’s audit control system;
    • Opinion on the compliance with the securities and exchange laws, regulations of the SET and the laws relating to our Company’s business;
    • Opinion on the suitability of the auditor;
    • Opinion on the transactions which may result in conflicts of interest;
    • Number of meetings of the Audit Committee and attendance records of each member of the Audit Committee;
    • Comments or overall remarks obtained by the Audit Committee regarding its performance under the Charter; and
    • Other matters which shareholders and general investors should be informed of, as assigned by the Board of Directors.
  • To perform any other activities as designated by the Board of Directors.
  • If the Audit Committee, in the course of the performance of their duties, finds or suspects the occurrence of one of the following transactions or actions which may significantly affect our Company’s financial standing and operating results, the Audit Committee shall report the same to the Board of Directors such that any rectification will be made within a time frame that the Audit Committee deems appropriate:
    • a transaction resulting in a conflict of interest;
    • fraud or any major irregularity or defect in the internal control system;
    • a violation of the securities and exchange laws, regulations of the SET and the laws relating to our Company’s business.

    If our Company’s Board of Directors or management fails to rectify the problem within the time deemed appropriate by the Audit Committee, any one member of the Audit Committee may report the matter to the Thai SEC or the SET.

  • To review and propose an amendment to the scope, duties and responsibilities of the Audit Committee as appropriate.
  • To review the regulations and operation results of the past year, at least once per year.

Mr. Weidt Nuchcharoen and Mr. Somchai Boonnamsiri have knowledge and experience in matters of accounting and finance to audit the reliability of the financial statement. Mr. Weidt Nuchcharoen has a Master’s degree in Business and Accountancy from Thammasart University and Mr. Somchai Boonnamsiri, is the Independent Director, Audit Committee of the Platinum Group Public Company Limited since 2013, and has a Master’s degree in Economics from Victoria University of Manchester, the United Kiingdom.

Executive Committee

Term of membership

The term of membership for the Executive Committee is three years. Any retiring member of the Audit Committee may be re-elected.

Scope of power, duties and responsibilities of the Executive Committee
  • To consider and prepare our Company’s policies, business strategies, targets and operational plans, financial targets and budget taken with proper consideration of business factors, and propose the same to the Board of Directors for approval. In case of a change of situation, the Executive Committee may review the approved budget in order to be appropriate with such changed situation.
  • To control, oversee and monitor operations according to our Company’s management policies, business strategies, targets and operation plans, financial targets and budget as approved by the Board of Directors in an efficient manner for the business including providing advice on management to high-level executives.
  • To determine the organizational structure and management policies, the appointment and transfer of the management of each business, consider and monitor the management plans to create the replacement of the management including manpower planning and determine the criteria for consideration and evaluation of management.
  • To study the feasibility of the investment of new projects and have the authority to consider and approve the investment or joint-venture with any individuals or entities or other business sectors in the criteria that the Executive Committee deems appropriate to carry out our Company’s objectives including the consideration and the approval of the expenditure for such investment. To enter into agreements and/or any actions related to such matters until finishing according to the financial amount and/or related laws and regulations and/or our Company’s Articles of Association.
  • To monitor the operating results and the progress of the investment projects of each business and report the results including occurred problems or obstacles and the guidelines for revisions to the Board of Directors.
  • To provide the recommendation or opinion to the Board of Directors regarding the projects, proposals or entering into any transactions relating to the business operations of our Company including the consideration of options for fundraising, if necessary, and exceeding of the financial amount and/or specified by related laws and regulations or our Company’s objectives to have the approval of shareholders or Board of Directors meeting.
  • To consider and approve the entering into of a financial transaction with a financial institution to open a bank account, borrow money, apply for credit, pledge, mortgage, guarantee and others including sale and purchase acts and the registration of the proprietary rights of any lands according to the purposes of the business operations of our Company as well as the entering into the agreements, filing applications/proposals, communicating and performing actions with the government entities in order to obtain the rights of our Company and/or any operations relating to such matters until finishing according to the financial amount and/or related laws and regulations and/or our Company’s Articles of Association.
  • To consider and approve the rules, regulations, management policies and the operating business of our Company or any actions binding upon our Company.
  • To appoint and/or assign to the members of Executive Committee or any person or persons on any matters within the authority of the Executive Committee that the Board of Directors deems appropriate. The Committee may revoke or amend such authority.
  • To have the duties and responsibilities as assigned by or according to the policies of the Board of Directors.
  • To consider and approve the manual of authorities for the acknowledgment on their scopes, responsibilities and authorities and to be the operating manual by having the reference and according to the procedures methodically.

Nomination and Remuneration Committee

Term of membership

The term of membership for the Nomination and Remuneration Committee is three years. Any retiring member of the Audit Committee may be re-elected.

Scope of power, duties and responsibilities of the Nomination and Remuneration
  • To consider and propose the structures, elements and qualifications of the Board of Directors and sub-committees.
  • To consider the nomination criteria and process, as well as to nominate qualified persons for holding office as directors to the consideration of the Board of Directors in order to propose to the shareholders’ meeting, in case of the vacancies by rotation and in order to propose to the Board of Directors in other cases.
  • To propose the list of directors to hold office as members of sub-committees of our Company.
  • To consider and screen, in case of vacancies, the persons who are qualified to be the key executives of our Company, for example, the Chief Executive Officer.
  • To consider the approval of the succession plans of key executives of our Company.
  • To consider the schemes and criteria in respect of the appropriate determination of remuneration for our Company’s directors and key executives.
  • To consider and determine the evaluation criteria of the Chairman of the Executive Committee and propose to the Board of Directors for approval.
  • To evaluate the operating results of the Chairman of the Executive Committee and propose to the Board of Directors for consideration.
  • To consider and determine the annual remuneration of directors and key executives of our Company including the allowances, bonus, welfares and other considerations by submitting such items to the Board of Directors.

Risk Management Committee

Term of membership

The term of membership for the Risk Management Committee is three years. Any retiring member of the Audit Committee may be re-elected.

Scope of power, duties and responsibilities of the Risk Management Committee
  • To approve risk management policies, the risk management framework, and acceptable risk levels for our Company, as authorized by the Board of Directors.
  • To oversee and encourage the management of risks in accordance with our Company’s strategies and goals with respect to work operations including change of situations.
  • To oversee compliance with risk management policies and risk management framework to ensure the efficiency and thoroughness of, and continuous compliance with, our Company’s risk management system.
  • To consider the Risk Reports prepared by the Risk Management Department in order to monitor significant corporate risks and to provide opinions on the potential risks, guidelines for establishing risk control measures, or risk management plans in order to ensure that we manage all risks in an adequate and appropriate manner.
  • To report any significant risks and plans for managing such risks to the Board of Directors, and, in the case that there are significant factors or events that may have a material impact on the Company, the Risk Management Committee must report the same to the Board of Directors for acknowledgment and consideration as soon as possible.
  • To coordinate with the Audit Committee in providing information on significant risks and internal controls, which will then be used by the Audit Committee in considering and approving the internal audit plans. We believe this demonstrates that our internal control system is appropriate in comparison with our risk management system, that we have appropriately adapted the risk management system for use in our operations, and that employees of all levels in our organization are in compliance therewith.
  • To promote a risk management culture within our Company.
  • To hold at least one Risk Management Committee meeting each quarter.
  • To undertake any other acts relevant to the management of risks as delegated by the Board of Directors.