Page 93 - PSTC - One Report 2023 (EN)

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Power Solution Technologies Public Company Limited
1. Set up the Company and its subsidiaries’ vision, mission, business strategy, values, goals, guidelines, policies, business plans, budget, as well as controlling and supervising the administration and management of the executives to effectively and efficiently be in compliance with the policy, including the review of changes as appropriate on an annual basis toward sustainable development.
2. Ensure that all important issues as required by laws or those which may affect the Company’s business operations are included in the meeting agenda for the Board of Directors. In the meeting, the Company’s directors must supervise the management team to prepare and present sufficient and reliable information as appropriate for consideration, including the notes and questions on each issue, especially those significant for business operations, financial status, and operating results, or other issues which may lead to any inappropriate actions or cause conflicts of interest and damage to the Company.
3. Consider the frequency of holding meetings of the Board of Directors as appropriate and sufficient to monitor and supervise the Company’s operations with efficiency, especially in cases of undesirable acts of the Company. This includes the supervision of the Company to record meeting minutes and specify the opinions or reasons of each director in the consideration with completeness and accuracy as supporting evidence on the Board of Directors’ performance of duties.
4. Establish a good corporate governance policy, business code of conducts and ethics, anti-corruption policy in writing for directors, executives, and employees as guidelines and compliance with business operations, including the review and improvement of policies and work plans so they are up to date and suitable for business conditions.
5. Consider, supervise, and track transactions which are acquisitions or disposals of assets with significant value, related transactions, including the fund-raising transactions of listed companies, except where the said transactions must be approved by the shareholders’ meeting in accordance with relevant announcements, rules and/ or regulations of the Stock Exchange of Thailand and/or the Capital Market Supervisory Board. In the meantime, the Board of Directors operates to have a mechanism for inspection or review as appropriate and reasonable before the Company’s entering into transactions, including the review of the internal control system to be consistent with such transactions. The Board of Directors must manage a system for tracking the use of raised funds to meet disclosed objectives, especially when the Company needs to raise funds. After approval for entering into transactions, the Board of Directors must have a mechanism for monitoring and reporting the progress of such transactions to the Board of Directors and shareholders continuously and appropriately. This is especially important if such transactions may not significantly comply with the plans, goals, or financial projections previously disclosed or approved by shareholders as significant. Moreover, the Board of Directors must consider any causes, reasonability, and possible impacts, then disclose those issues to shareholders.
6. Arrange for the Company to have a system to accurately and completely disclose information on its transactions and business operations as appropriate and equal to all groups of investors. The Board of Directors must ensure that the Company has a system to control, supervise, and track securities trading by the Company’s directors, executives, and employees who may access the Company’s important internal information in a strict and appropriate manner.
7. Consider a risk management policy to cover the entire organization and have a system or risk management process, with efficient internal control and risk management system, as well as regular monitoring and evaluation of risk management.