Page 95 - PSTC - One Report 2023 (EN)

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Power Solution Technologies Public Company Limited
16. Set up the authority and level of approval for transactions and operations related to the Company’s work to the committee or persons as appropriate, such as line of authority for financial transactions, and in accordance with relevant laws by establishing regulations of the authority for approval and operations. There is a review at least once a year to suit the changing nature, condition, and size of business operations, as well as check and balance for the approval of transactions with independence and appropriateness.
17. If the Company significantly expands its scope of business abroad, the Board of Directors must ensure that the overall internal control system can inspect and prevent any dishonesty and corruption which may arise from transactions and operations of subsidiaries abroad.
18. Have communication channels with shareholders and stakeholders as appropriate by arranging persons to be responsible for communicating the Company’s information to relevant people. Those persons must provide complete, accurate, and appropriate information to influence investors’ decisions within the specified time frame by the laws and regulations, including the understanding of outsiders’ perspectives and expectations towards the Company.
19. Support the Company’s directors and executives to attend several seminars and courses organized by the Thai Institute of Directors Association and other institutions. Those seminars and courses shall be related to the duties and responsibilities of each director and executive. Also, those directors and executives should always be supported to attend other training courses in relation to finance, internal control, accounting, laws, and corporate governance. Moreover, each director must be required to attend such training courses and seminars for at least 4 hours per year.
20. Promote and support groups of people or departments involving the Company’s corporate governance system to regularly receive training and upgrade the knowledge and skills necessary to perform their duties, along with the review of knowledge and ability development plans.
21. Consider the Company’s dividend payment policy for shareholders and dividend policy from subsidiaries and/or associated companies to provide dividends to the parent company.
22. Appoint the Company’s secretary to be responsible for various issues on behalf of the Company or the Board of Directors, such as director registration, letter of invitation to the Board of Directors’ meeting, letter of appointment for the shareholders’ meeting, and the meeting minutes.
23. Organize the Annual General Meeting of Shareholders within 4 months from the end of the Company’s fiscal year.
24. The company should be responsible to its shareholders by protecting their interests and disclosing information to investors with accuracy and completeness up to standards.
25. In case of any indications for adverse behaviors which may cause damage to the Company, the Board of Directors must expedite discussions with relevant people for immediate planning on measures to stop and prevent damage which may affect the Company and shareholders’ interests.
Roles and Duties of the Chairman of the Board of Directors
Calls Board of Directors’ meetings and chairs board meetings and shareholders’ meetings, and plays a role in setting the agenda with the Chief Executive Officer.
Conducts the Board of Directors’ meetings according to the agenda, the Company regulations and laws, supporting and allowing all directors to express their opinions independently.
Supports and encourages the Board of Directors to perform their duties to the fullest extent of their powers, duties, responsibilities, and principles of good corporate governance.