Page 49 - Charn Issara Development Public Company Limited | Annual Report 2014
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Annual Report 2014 47
Charn Issara Development Public Company Limited
1.10 The Company has a Company Secretary to co-ordinate on
legal affairs and other regulations that the Board of 3.2 Arrange to have a policy on business supervision in writing
Directors must note. The Company Secretary will perform and give approval to such policy. The Board of Directors has
his/her duty in managing activity for the Board of Directors reviewed the policy and operational compliance with such
including a liaison for operational compliance to the policy on a regular basis at an interval of at least once a year.
Board’s resolution.
3.3 Encourage the composition of business codes of conduct
1.11 The Company Secretary shall receive training and continuous in writing for Directors, management and all staff to
career development on law, accounting and/or the understand the standard of codes of conduct that the
performance as the Company Secretary. Company adopted in doing business and shall monitor the
compliance with such codes.
2. Sub Committee
2.1 In addition to the Audit Committee the Company has 3.4 Review carefully the conflict of interest and review any
required to set up sub- committee for good business transaction which may deem to be conflict of interest
supervision as follows:- with a clear direction for the benefits of the Company and
shareholders as a whole. The person who has conflict of
Remuneration Committee interest shall not involve in the decision making. Monitor the
The Remuneration Committee comprises of Independent Directors compliance of procedure and the disclosure of transaction
and has a duty to consider type and criteria of Director’s remuneration with conflict of interest with accuracy and thoroughness.
as well as remuneration for the top executives of the organization
then propose to the Board of Directors. The Board of Directors is the 3.5 Arrange to have a supervision of operation, financial report,
authorized party to approve remuneration for senior management. rules, regulations and policy compliance. Arrange to have
The Board of Directors will propose to the Shareholders’ meeting an independent personal or department to be responsible
for the approval of the Directors’ remuneration. for such review of those supervision systems and to review
essential system at least once a year and disclose such in
2.2 In the event that the Board of Directors appoints any advisor the Annual Report.
to the Remuneration Committee the Company shall
disclose information of such advisor in the Annual Report 3.6 Set out risk management policy to cover the entire
including its independence and free from conflict of interest. organization by having the management to follow the policy
and report to the Board of Directors on a regular basis.
2.3 The Chairman of the Board of Directors shall not participate Arrange to have a review and efficiency evaluation of the
as a chairman or member in any sub-committee to allow risk management system at least once a year and disclose
an independent performance of those sub- committees. such in the Annual Report and to repeat the same every
interval when it was detected that the degree of risk has
2.4 Remuneration Committee has arranged to have a minimum changed. This includes paying attention to all indications
of 2 meetings in a year to consider, discuss or complete and unusual transactions.
any task in the call of their duties for the efficiency and
effectiveness in achieving objective and completion of 3.7 The Board of Directors and the Audit Committee shall
assignment received from the Board. give their opinion in regard to the adequacy of internal control
system and risk management system in the Annual Report.
3. Role, duty and responsibility of the Board of Directors
3.1 Role, duty of the Board of Directors are as follows:- 3.8 Arrange to have a clear operational procedure for those
(1) Consider and approve essential business related to who intend to give a clue or information of party with
the Company’s operations such as vision and mission, conflict of interest through the website or report directly
tactic, financial target, risk, business plan and budget. to the Company through the channel of Independent
(2) Follow up and monitor the management to operate Director or Audit Committee to allow an investigation
in compliance with policy and designated plan according to the established procedure and report to the
effectively and efficiently. Board of Directors.
(3) Internal control and risk management including a
mechanism to receive petitions and action when 3.9 Put in place the mechanism to supervise subsidiary companies
there are clues to any issue. in order to protect the interest of the Company’s investment.
(4) Monitor to ensure the continuous business operation The Board of Directors has a duty to consider suitable
in the long run including staff development and personal to serve in the Board of subsidiary companies
continuity of management. in order to supervise those operations in accordance
with the Company’s policy and to make sure that all
transactions entered into are legitimate and in accordance
with regulations of the security law, Stock Exchange and
announcements of the Stock Exchange of Thailand.
