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2. Duties and responsibilities
The Board of Directors is required to conduct its duties in accordance with laws, objectives, resolutions of
the shareholders’ meeting. The Board of Directors has the duty to determine and is authorized to approve these
following issues:
(1) Policies and business strategic guidelines, goals, plans, and the yearly budget of the Company;
(2) Company’s performance and the quarterly Company operating performance comparing to the budgets
and plans;
(3) Buying and selling asset, corporation, and being a partnership in the business which is not against
the regulations of the Stock Exchange of Thailand and its cost is exceeded the scope of authority of CEO,
including any transactions or actions That have a significant impact on the financial status, debt, business
strategy, and the reputation of the Company;
(4) Any contract which is not related to the ordinary business operation and contract which is related to
the important ordinary business operation;
(5) Related transactions between the Company and its subsidiary and associated company and connected
person in accordance with the Securities and Exchange Act B.E. 2535;
(6) Interim dividend payments;
(7) Determination and approval of Company’s policies;
(8) Change of Company’s policies;
(9) Determination and change of the approving authorization of CEO;
(10) Appointment of the CEO;
(11) Proposal of appointment and expiry of the status of the Company’s directors and Company Secretary;
(12) Appointment and determination of the scope of authority of sub-committees;
(13) Providing and controlling of management in accordance with the good corporate governance.
(14) Appointment of Company’s directors or executives to be a director in subsidiaries and associated companies
with consideration and approval from the Nomination and Remuneration Committee.
(15) Registration of new company and dissolution of company;
(16) Review the Company’s mission and vision every 5 years;
(17) All Company’s directors are responsible to keep the Company’s confidential information strictly, especially,
insider information that is not yet publicly available or information that affects business operations or stock
prices, with the following practices.
In the event that the information is a regular financial report of an accounting period, namely, performance
reports, financial statements, and annual report, directors shall refrain from trading the Company’s securities
at least 30 days before the disclosure and 24 hours after the disclosure.
In the case where the reported information is the Company’s operational events, such as, the acquisition
/disposal of assets, connected transaction, joint venture/cancellation of joint venture, increase/decrease
of capital, issuance of new securities, share repurchase, dividends payment, or other events that may
affect the share price. The Company’s directors shall refrain from trading the Company’s securities during
the period from receiving the information until the date of public disclosure of the information.
(18) Any change to this scope of authority.
110 56-1 One Report 2020