Page 51 - Charn Issara Development Public Company Limited | Annual Report 2014

Annual Report 2014 49
Charn Issara Development Public Company Limited
4. Board of Directors’ Meeting
4.1 Arrange to have a meeting and notify each Director in
advance with agenda so that Directors can schedule in
advance to attend the meeting.
4.2 Number of Board of Directors’ Meeting shall be suitable
to the duty and responsibility of Directors as well as nature
of the Company’s business. However, there must be no
less than 6 meetings per year.
4.3 Chairman of the Board of Directors and the Managing
Director will jointly consider agenda of the meeting by
making sure that essential businesses have been included 6. Remuneration
on the agenda and allow each Director to propose agenda
beneficial to the Company.
4.4 Meeting papers shall be sent to Directors at a minimum of
5 days in advance of the meeting.
4.5 All Directors must attend Meetings no less than 75% of the
number of Board of Directors’ meetings convened in a
fiscal year.
4.6 The Chairman of the Board of Directors has allocated
adequate time for the management to propose business
on agenda and for Directors to discuss essential business
thoroughly. The Chairman will encourage a cautious
consideration and that all Directors shall pay attention
to all issues brought to the meeting inclusive of business
supervision.
4.7 The Board of Directors encourages the Managing Director
to invite senior management to attend the meeting to give
detailed information as a first hand source of information
and to allow the Board to become acquainted with senior
management for consideration in the succession plan.
4.8 The Board of Directors can access to necessary information
through the Managing Director, corporate secretary or
any other management who has been assigned under the
framework of designated policy. In some necessary case
the Board may seek independent advises from consultant
or external professional by treating the associated
expenses as the Company’s expenses.
4.9 The Board of Directors has a policy to allow non-executive
Directors to meet among themselves as deem necessary
without the presence of management to discuss all
problems in relation to management which is of interest.
The resolution of the meeting shall be reported to the
Managing Director.
5. Self-evaluation of the Board of Directors
5.1 The Board of Directors and sub-committee shall conduct
self-evaluation at least once a year to allow the Board
of Directors to consider performance and problem for
improvement by setting up criteria for evaluation against
performance systematically.
5.2 The performance evaluation of the Board of Directors shall
be conducted on the entire Board as well as individually.
This includes a disclosure of criteria, process, and
evaluation results in the Annual Report.
5.3 The Company shall arrange to have outside consultants
helping in setting out guideline and propose area for
performance appraisal of the Board of Directors every 3
years and disclose such in the Annual Report.
6.1 The Directors’ remuneration is comparable with those levels
adopted in the same industry, taking into account
experience, duty, accountability and responsibility including
input expected from each Director. Director who has
been assigned additional responsibility from member of
sub-committee will receive increased remuneration as
prescribed.
6.2 The remuneration for the Managing Director shall be in
accordance with principle and policy designated by the
Board of Directors within the framework approved by
the Shareholders’ Meeting and in the best interest of the
Company. The remuneration of which shall reflect the
operating results and with consideration to the highest
benefit of shareholders as well as the long lasting stability
of the company.
6.3 The Remuneration Committee shall conduct a performance
appraisal of the Managing Director on an annual basis in
order to use as a reference in consideration of the fixing of
the Managing Director’s remuneration according to norms
agreed in advance and to the subjective level. This includes
operational results on finance, and achievement on long
term strategic objective. Such appraisal shall be proposed
to the Board of Directors for approval and the Chairman
of the Board of Directors shall communicate the appraisal
results to the Managing Director.
7. Career development for Director and Management
7.1 The Board supported and facilitated the training and
development for those involved in the business supervision
of the Company which includes Directors,Audit Committee,
Remuneration Committee, management and Corporate
Secretary in order for continuous improvement.
7.2 On every appointment of new Director the management
shall prepare information useful for the work of new
Director including the arrangement of orientation to the
business and direction of doing business of the Company
to the new Director.