Principles The Board of Directors should consist of members with a variety of knowledge and experiences,
whether it is in finance, economy, management, business administration, marketing and service, tourism and law.
The idea is to ensure that together, they can formulate a right policy for the development of hotel and resort
business while having specialized skills, ability to see things in a big picture and enough independence to audit
the Management in a balancing manner. The Board of Directors has two significant roles; namely, supporting the
Management on the basis of the Good Corporate Governance and formulate a strategy to achieve our business
goals.
General Qualifications:
1. Director should possess a variety of knowledge and experiences while being a professional with an ethical
mind.
2. Director should fully understand his obligations and practices with a commitment to create long-term values
to the business and shareholders.
3. Director should have enough time to perform his duties effectively.
4. Director should be able to assess himself and is ready to notify the Board of Directors upon change or if there
is anything that prevents him from performing his job effectively.
Specific Qualifications:
Chairman of the Board of Directors Aside from the duties mentioned above, Chairman will have extra duties;
namely, (1) acting as chairman of the Board of Directors' meeting; (2) exercising a casting vote in case of tie at
the Board of Directors' meeting; (3) calling for the meeting of the Board of Directors; and (4) acting as chairman of
the Shareholders' Meeting. As a result, qualifications of the Chairman will be slightly different from those of other
directors as follows.
- Chairman must be Non Executive Director (NED).
- Chairman must not be involved in a day-to-day management, Auditor, or of other professions such as being a
legal consultant nor shall he be employee, staff, advisor receiving monthly salary or a person with controlling power of the company, affiliated company, associated company, auditing company, or be a person who may
have conflict of interest without having to have interest or stakes in such manner
Executive director
Director who is also Chief Executive Officer (CEO) is advised not to become director in more than three other listed companies.
Member of the Audit Committee
- He/she shall be an independent director appointed by the Board or shareholders.
- He/she shall not be a director entrusted by the Board to make any decision with regard to a business of the
company, its parent company, subsidiary, affiliate, subsidiary of the same level or other entities that may have
a conflict of interest.
- His duties must not be fewer than what is stipulated by the SET.
Transactions with Possible Effects to Independence
- Being authorized to approve transactions or signing to bind the company, to exempt collective decision.
- Attending a meeting or voting in a matter he has an interest or a conflict of interest therein.
Prohibited Characteristics
Directors and executive officers must possess no qualifications that are conflicting with the company’s
requirements and announcements made by the SEC and the SET. Additional information can be read in the
company’s website.
whether it is in finance, economy, management, business administration, marketing and service, tourism and law.
The idea is to ensure that together, they can formulate a right policy for the development of hotel and resort
business while having specialized skills, ability to see things in a big picture and enough independence to audit
the Management in a balancing manner. The Board of Directors has two significant roles; namely, supporting the
Management on the basis of the Good Corporate Governance and formulate a strategy to achieve our business
goals.
General Qualifications:
1. Director should possess a variety of knowledge and experiences while being a professional with an ethical
mind.
2. Director should fully understand his obligations and practices with a commitment to create long-term values
to the business and shareholders.
3. Director should have enough time to perform his duties effectively.
4. Director should be able to assess himself and is ready to notify the Board of Directors upon change or if there
is anything that prevents him from performing his job effectively.
Specific Qualifications:
Chairman of the Board of Directors Aside from the duties mentioned above, Chairman will have extra duties;
namely, (1) acting as chairman of the Board of Directors' meeting; (2) exercising a casting vote in case of tie at
the Board of Directors' meeting; (3) calling for the meeting of the Board of Directors; and (4) acting as chairman of
the Shareholders' Meeting. As a result, qualifications of the Chairman will be slightly different from those of other
directors as follows.
- Chairman must be Non Executive Director (NED).
- Chairman must not be involved in a day-to-day management, Auditor, or of other professions such as being a
legal consultant nor shall he be employee, staff, advisor receiving monthly salary or a person with controlling power of the company, affiliated company, associated company, auditing company, or be a person who may
have conflict of interest without having to have interest or stakes in such manner
Executive director
Director who is also Chief Executive Officer (CEO) is advised not to become director in more than three other listed companies.
Member of the Audit Committee
- He/she shall be an independent director appointed by the Board or shareholders.
- He/she shall not be a director entrusted by the Board to make any decision with regard to a business of the
company, its parent company, subsidiary, affiliate, subsidiary of the same level or other entities that may have
a conflict of interest.
- His duties must not be fewer than what is stipulated by the SET.
Transactions with Possible Effects to Independence
- Being authorized to approve transactions or signing to bind the company, to exempt collective decision.
- Attending a meeting or voting in a matter he has an interest or a conflict of interest therein.
Prohibited Characteristics
Directors and executive officers must possess no qualifications that are conflicting with the company’s
requirements and announcements made by the SEC and the SET. Additional information can be read in the
company’s website.
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