Our Organization
The Board of Directors of the Company
As of 1st June 2011, the Company’s Board of Directors consists of 15 members as follows:
(1) 4 Executive Directors
(2) 11 Non-Executive Directors consisting of:
- 5 Independent Directors accounting for 33.3 percent of the Board's total numbers
- 6 Directors from various organizations irrelevant to the Company's business management, including representatives of the major shareholders
The Board of Directors of the Company (as of 1st June 2011) is as follows:
Remark:
1/ In the Year 2010, the Board of Directors held 8 meetings. Furthermore, the Company has stated in its Policy on Corporate Governance that the Company allows non-executive directors to hold meetings amongst themselves without participation from executive directors and management, if they would like to have a discussion on management issues or any issues they are interested in. Non-executive directors had held one such meeting in 2010.
2/ The Company held 1 Board of Directors meeting before Mr. Rawat Chamchalerm joined.
Definitions
Executive Director means
- A director who holds a management position and engages in the Company’s business management.
- A director who does not hold a management position and does not engage in the Company’s business management, whether or not he or she is an Independent Director.
Independent Director means a director who is independent of any major shareholder, free from any other relationship that would interfere with the exercise of independent judgment and holds the following qualifications which more rigorous definition than that defined by the Capital Market Supervisory Board in area of shareholding percentage:
(1) holding shares not exceeding 0.75 per cent of the total number of voting rights of True, its parent company, subsidiary, affiliate, principal shareholder or controlling person of True, including the shares held by related persons of the independent director;
(2) neither being nor having been an executive director, employee, staff, or advisor who receives salary, or a controlling person of True, its parent company, subsidiary, affiliate, same-level subsidiary, principal shareholder or controlling person of True unless the foregoing status has ended not less than two years prior to the date of appointment;
(3) not being a person related by blood or registration under laws i.e. father, mother, spouse, sibling, and child, including spouse of the children; of executives, major shareholders, controlling persons, or persons to be nominated as executive or controlling persons of True or its subsidiary;
(4) not having a business relationship with True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True, in the manner which may interfere with his or her independent judgement, and neither being nor having been a principal shareholder or controlling person of any person having business relationship with True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True unless the foregoing relationship has ended not less than two years prior to the date of appointment.
The term ‘business relationship’ aforementioned under paragraph one includes any normal business transaction, rental or lease of immovable property, transaction relating to assets or services or grant or receipt of financial assistance through receiving or extending loans, guarantee, providing assets as collateral, including any other similar actions, which result in True or its counterparty being subject to indebtedness payable to the other party in the amount of three percent or more of the net tangible assets of True or twenty million Baht or more, whichever is lower. The amount of such indebtedness shall be calculated according to the calculation method for value of connected transactions under the Notification of the Capital Market Supervisory Board concerning rules on connected transactions mutatis mutandis. The combination of such indebtedness shall include indebtedness taking place during the course of one year prior to the date on which the business relationship with the person commences;
(5) neither being nor having been an auditor of True, its parent company, subsidiary, affiliate, major shareholder or controlling person of True, and not being a principal shareholder or controlling person, or partner of an audit firm which employs auditors of True, its parent company, subsidiary, affiliate, major shareholders or controlling person of True unless the foregoing relationship has ended not less than two years from the date of appointment;
(6) neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding two million Baht from True, its parent company, subsidiary, affiliate, major shareholders or controlling person of True, and neither being nor having been a principal shareholder, controlling person or partner of the professional advisor unless the foregoing relationship has ended not less than two years from the date of appointment;
(7) not being a director who has been appointed as a representative of True’s director, major shareholder or shareholders who are related to the major shareholder;
(8) not operate any business which has the same nature as and is in significant competition with the business of True or subsidiary, or not being a principal partner in any partnership, or not being an executive director, employee, staff, or advisor who receives salary; or holding shares not exceeding one per cent of the total number of voting rights of any other company operating business which has the same nature as and is in significant competition with the business of True or subsidiary,
(9) not having any characteristics which make him/her incapable of expressing independent opinions with regard to True’s business affairs.
(10) After having been appointed as independent director with qualifications complying with the criteria under the above (1) to (9), the independent director may be assigned by the Board of Directors to take part in the business decision of True, its parent company, subsidiary, affiliate, same-level subsidiary, major shareholder or controlling person of True on the condition that such decision must be a collective one.
(11) In case of any person either having or having had a business relationship or professional service exceeding the amount under the above (4) or (6), such person shall be waived from the prohibition concerning neither having nor having had a business relationship or professional service by the Board of Directors’ approval only if True provides the opinion of the Board of Directors which perform duty under Section 89/7 of the Securities and Exchange Act B.E. 2535 that the appointment of such person does not impact his or her independent judgement and True shall disclose the information required by the Capital Market Supervisory Board in the notice of shareholders’ meeting in the agenda for election of such independent director.
Authority and Responsibilities of the Board of Directors
The Board of Directors is granted the authority and duty to manage the Company in compliance with the Company’s objectives, Articles of Association, and the resolutions of shareholder meetings. With regard to the management of the Company, the Board of Directors has the authority to make any decision related to the Company’s regular operations except for matters that require the approval of the shareholder meeting as specified by law.
In addition, the Board of Directors may grant authorization to one or more directors, or any other person, to perform any acts on its behalf. However, for any decision on major operations such as a major investment or a major loan procurement, the management team shall propose the said transactions to the Board of Directors for approval.
Channels for stakeholders to complain or provide clues concerning fraud, wrongdoing or violations of the Company’s Codes of Conduct to the Company’s Board of Directors via the Audit Committee
Stakeholders can, in confidentiality, make complaints or provide clues concerning fraud, wrongdoing or violations of the Company’s Codes of Conduct to the Company’s Board of Directors via the Audit Committee through the following channels;
Audit Committee
True Corporation Public Company Limited
18 True Tower, 28th floor
Ratchadapisek road, Huai Khwang
Bangkok 10310
The Company Secretary, in the capacity of Secretary of the Audit Committee, will be responsible for gathering the issues and forwarding them to the Audit Committee for its consideration and further action. The Audit Committee will summarize results of the investigation and report to the Board of Directors every quarter.
Conditions for processing complaints and clues:
- Job inquires
- Surveys and other requests for information about the Company
- Offers or advertisement of goods and services
- Request for donation and sponsorship
The Committees:
The Audit Committee of the Company consists of 3 persons as follows:
Remark:
1/ In the Year 2010, the Audit Committee held 7 meetings, one of which was a meeting with the external auditor without presence of
management
The scope of duty and responsibilities of the Audit Committee:
To review the Company’s financial reporting process to ensure that it is accurate and adequate;
- To review the Company’s internal control system and internal audit system to ensure that they are suitable and effective, to determine an
internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit; - To review the Company’s compliance with the law on securities and exchange, the Exchange’s regulations, and the laws relating to the
Company’s business; - To consider, select and nominate an independent person to be the Company’s auditor, and to propose such person’s remuneration, as
well as to attend a non-management meeting with an auditor at least once a year; - To review the Connected Transactions, or the transactions that may lead to conflicts of interest, to ensure that they are in compliance
with the laws and the Exchange’s regulations, and are reasonable and for the highest benefit of the Company; - To prepare, and to disclose in the Company’s annual report, an Audit Committee’s Report which will be signed by the Audit Committee’s
Chairman and consist of at least the following information:- a) an opinion on the accuracy, completeness and creditability of the Company’s financial report,
- b) an opinion on the adequacy of the Company’s internal control system,
- c) an opinion on the compliance with the law on securities and exchange, the Exchange’s regulations, or the laws relating to the Company’s
business, - d) an opinion on the suitability of an auditor,
- e) an opinion on the transactions that may lead to conflicts of interests,
- f) the number of the audit committee meetings, and the attendance of such meetings by each committee member,
- g) an opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter, and
- h) other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors,
subject to the scope of duties and responsibilities assigned by the Company’s Board of Directors; and - To perform any other act as required by law or as delegated by the Board of Directors.
The Compensation and Nominating Committee is responsible for making recommendations to the Board of Directors regarding the compensation
of directors and CEO; and the nomination of directors of the Company. The Committee consists of the following members:
Remark:
1/ The Board of Directors Meeting No. 1/2554 held on 25th February 2011 passed a resolution to appoint Mr. Joti Bhokavanij, Independent Director and member of the Audit Committee to be member of the Compensation and Nominating Committee in replacement of Mr. Heinrich Heims.
2/ In the Year 2010, the Compensation and Nominating Committee held 1 meeting.
The Finance Committee assists the Board of Directors in reviewing the financial management of the Company.
The Committee consists of the following members:
Remark:
1/ The Board of Directors Meeting No. 1/2554 held on 25th February 2011 passed a resolution to appoint Mr. Joti Bhokavanij, Independent Director and member of Audit Committee to be member of the Finance Committee in replacement of Mr. Jens B. Bessai.
2/ In the Year 2010, the Finance Committee held 5 meetings.
The Corporate Governance Committee assists the Board of Director in setting and reviewing policy on the Corporate Governance of the
Company, and following - up that the said policy is properly in practice. The Committee consists of the following members:
Remark
1/ The Board of Directors Meeting No. 1/2554 held on 25th February 2011 passed a resolution to appoint and change the membership of committees of Mr. Joti Bhokavanij, Independent director and member of Audit Committee as follows;
To a member of the Audit Committee, the Compensation and Nominating Committee and the Finance Committee.
2/ In the Year 2010, the Corporate Governance Committee held 4 meetings.
The Executive Officers:
Remark:
The term “Executive Officers” refers to the notification of the Capital Market Supervisory Board which means Directors; the President; persons with managerial authority who are among the top four ranked individuals in the Company, after the President; and all other persons who occupy a position equivalent to a top four ranking.
