Corporate Governance

Corporate Governance Policy

PDI applies “Corporate Governance Code for listed companies 2017” by the Securities and Exchange Commission, Thailand to the Company’s business for the confidence of our employees, our investors and all stakeholders involved in our operations and business endeavors. Our Audit Committee, by means of the “Internal Audit Department”, supervises financial statements, internal control and practices of good corporate governance to ensure compliance with our vision, values and policies.  PDI has also endorsed a Code of Conduct including an Anti-corruption Policy to which all executives and employees are assumed to comply with, in conducting business and business related affairs. We have installed a Nomination and Remuneration Committee to supervise the process of director nominations and to recommend fair and reasonable annual remuneration for the Board of Directors, the subcommittees and the top executives. To ensure efficient and productive business operations, an Executive Committee has also been established to oversee our strategic plan, prior to giving recommendations to the Board of Directors. Furthermore, a Risk Management Committee has been appointed by the Board of Directors with the risk management objectives for mitigating risk that might impact the company performance, financial security, environment & community and image & reputation, to be in line with the risk appetite level and assure the Company accomplishes its objectives.

Subcommittees

  • The structure of the Board of Directors consists of four Subcommittees as follows:
  1. The Audit Committee

The Audit Committee was first established on December 22, 1998.  At present it consists of three directors:

No. Name Title
 1.

2.

3.

 

Mr. Vinai Vamvanij

Mr. Aswin Kongsiri

Mr. Karel Vinck

Ms. Nitcha Kornpaphawee

                                                                    Chairman

Member

Member

Secretary to the Audit Committee

 

In 2019, the committee held four meetings in order to perform its duties as stipulated in the Audit Committee Charter, and the proceedings from each meeting were reported to the Board of Directors.  Additionally, there was non-management meeting between the committee members and the external auditors.

The Scope of Authority of the Audit Committee

1. The Audit Committee shall have the authority to request any information it sees relevant to its activities from the director or any managers of the company.

2. The Audit Committee may seek independent professional advice as it considers necessary.

3. The Audit Committee will have no executive powers with regards to its findings and recommendations.

Duties and Responsibilities of the Audit Committee

  1. To review the Company’s financial reporting process to ensure that it is accurate and adequate.
  2. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, 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.
  3. 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.
  4. 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.
  5. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, 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.
  6. To prepare, and to disclose in the Company’s annual report, an Audit Committee’s report which must be signed by the Audit Committee’s Chairman and consist of at least the following information:

(a) Opinion on the accuracy, completeness and credit ability of the Company’s financial report.

(b)  Opinion on the adequacy of the Company’s internal control system.

(c)  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)  Opinion on the suitability of an auditor.

(e) 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) Opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter.

(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.

  1. To monitor the risk management process.
  2. To monitor compliance with Anti-Corruption Policy and review reported concerns about   fraud or corruption.
  3. To perform any other act as assigned by the Company’s Board of Directors, with the approval of the audit committee.
  4. Report any matter to the Board that the Audit Committee considers appropriate.

 

  1. The Executive Committee

The Executive Committee was established on November 10, 2015 and at present consists of five members:

No. Name Title
 1. Mr. Sadawut Tachaubol Chairman of the Executive Committee
 2. Mr. Tommy Tachaubol Member
 3.

4.

Ms. Prapa Puranachote

Dr. Chokchai Aksaranan

Member

Member

 5. Dr. Kurujit Nakornthap Member
Ms. Suthathip Pilasarom

 

Secretary to the Executive Committee

 

Authority and Responsibilities

The Committee shall have, and may exercise, the powers of the Board in the management and direction of the business and affairs of the Company in between full meetings of the Board, as determined by the Board, in line with the Company’s certificate of incorporation or by-laws, each as amended and in line with applicable law or regulations.

The Committee shall maintain minutes of meetings and activities. It shall provide the Board a summary of the matters discussed and decisions taken at each meeting. The Committee minutes shall be presented to the Board at the next Board meeting for acknowledgement and approval.

The Committee shall have the authority to obtain advice and assistance from internal or external legal, accounting or any other advisors and to approve the fees and other retention terms related to any such external counsel, consultants or advisors.

The Committee may form and delegate authority to subcommittees when appropriate.

The Committee shall annually review its own performance.

In 2019, the Committee held twelve meetings and reported to the Board of Directors.

  1. The Nomination and Remuneration Committee

The Nomination and Remuneration Committee (NRC) was established on February 25, 2005 and at present consists of three members:

 

No. Name Title
 1. Mr. Aswin Kongsiri Chairman, Independent Director
 2. Mr. Sadawut Taechaubol Member, Director
 3. Mr. Vinai Vamvanij Member, Independent Director
Ms. Suthathip Pilasarom

 

 

Secretary to the Nomination and Remuneration Committee

 

In 2019, the Committee held two meetings and reported to the Board of Directors.

The Scope of Authority of the Nomination and Remuneration Committee

  1. To set the criteria and process of nominating board members and top executives.
  2. To set the process to review and assess the performance of the board and top executives.
  3. To recommend new nominees to the Board to fill positions made vacant by directors who complete their terms or resign.
  4. To review and recommend to the Board on the hiring of advisers to the Board as it deems necessary.
  5. To review for the Board the succession plan of the Company’s top executives.
  6. To recommend fair and reasonable annual remuneration for the Board, the subcommittees, and the top executives.

4. The Risk Management Committee

The Risk Management Committee was established on August 7, 2018 and at present consists of five members:

 

No. Name Title
 1. Dr. Chokchai Aksaranan Chairman of Risk Management Committee
 2. Mr. Tommy  Taechaubol Member
 3.

 

4.

Ms. Weena Suksawasdi

Na Ayuthaya

Mr. Boonsong Sumnuk

Member

 

Member

 5.

 

Ms. Suthathip Pilasarom

 

Member & Secretary to the Risk Management Committee

 

In 2019, the committee held four meetings in order to perform its duties as stipulated in the Risk Management Committee Charter, and the proceedings from each meeting were reported to the Board of Directors.

Membership

The Risk Management Committee will be composed of the member at least 5 members which 1 director would be a chairperson and the members shall be the directors or executives or the persons who have knowledge and skill in risk management and internal control.

Risk Management Committee Authority

  1. To regulate and support risk management process to be in line with strategy and business goal including the current situation.
  2. The Risk Management Committee shall have the authority to request any information it sees relevant to risk assessment from the risk owners or of the management of the Company.
  1. The Risk Management Committee may seek the risk management team as it considers  necessary.

Duties and Responsibilities

  1. Presenting the Risk Management Committee charter and risk management framework to the Board of Directors for approval.
  2. Consider risk assessment criteria and risk response plan to cope with the key risks to be in line with the risk appetite level and report the results of risk management to the Board ofDirectors.
  1. Supervise the management to analyze, assess and manage the risk regularly.
  2. Review the risk management report to ensure that the organization has sufficient and appropriate risk management systems in place.
  1. Having the Risk Management Committee Secretary to coordinate and review that the Company has appropriate risk management system to identify risk, assess risk and set the action plan for mitigating risk to be in line with the risk appetite level properly.
  1. The Risk Management Committee should meet at least 1 time each quarter to review risk

management report and follow up the progress of any improvements.

  1. To disclose risk management report in the Company’s annual report.

The Attendance of the Directors on the Subcommittees

Directors

(Attendance/

No. of the meeting)

Audit

Committee

 

Executive

Committee

 

Nomination and

Remuneration

Committee

Risk Management Committee  

AGM

1. Mr. Arsa Sarasin 1/1
2. Mr. Sadawut Tachaubol 1) 12/12 1/1
3. Mr. Tommy Tachaubol 2) 11/12 2/2 1/1
4. Ms. Prapa Puranachote 8/12 0/1
5. Ms. Wimol Chatameena 3) 0/1
6. Mr. Wuttipong Jittungsakul 4)
7. Mr. Karel Vinck 3/4 0/1
8. Mr. Vinai Vamvanij 4/4 2/2 1/1
9. Mr. Aswin Kongsiri 4/4 2/2 0/1
10. Dr. Kurujit Nakornthap 10/12 1/1
11. Dr. Chokchai Aksaranan 12/12 4/4 1/1

Remark:

  • Sadawut Taechaubol has resigned from the position of Acting Managing Director on November 13, 2019 and has been appointed as the Nomination and Remuneration Committee Member on November 12, 2019.
  • Tommy Taechaubol has been appointed as Managing Director on November 13, 2019.
  • Wimol Chatameena has resigned from the Director of the Company on October 1, 2019.
  • Wuttipong Jittungsakul has been appointed as the Director of the Company on  November 12, 2019.
  • Vinai Vamvanij is chairman of the Audit Committee. He has knowledge and experience reviewing financial statements of Companies. His background on financial statement reviews are as follows:

 

Year

 

1967-1968

 

 

1963-1966

 

 

 

 

Position

 

Senior Auditor

 

 

Audit & Accounting Clerk

 

 

 

Company

 

PriceWaterhouse&Co., Chartered Accountants

 

R.J. Oehr & Church, Chartered Accountants

Melbourne, Australia

 

 

The Selection and the Appointment of Company Directors and Executives

(1)     Independent Director

 The Nomination and Remuneration Committee will consider from the list of candidates and nominate persons with proper qualification and experiences that can beneficial to the Company.

Qualification of Company Independent Directors

 Holding shares not exceeding five percent of the paid-up capital of the Company, affiliated company, associated company or related company, inclusive of the shares held by any related persons.

  1. Not taking part in the management of the Company, affiliated company, associated company, related company or majority shareholders of the Company. Not being an employee, staff member or advisor who receives a regular salary from the Company, affiliated company, associated company, related company or majority shareholders of the Company.
  2. Having no direct or indirect benefit or interest in finance and management of the Company, affiliated company, associated company or majority shareholders of the Company.  Having no benefit or interest of the said nature during the period of one year before his appointment as a director except where the Board of Directors has carefully considered that such previous benefit or interest does not affect the performance of duties and the giving of independent opinions.
  3. Not being a related person or close relative of any management member or majority shareholder of the Company.
  4. Not being appointed as a representative to safeguard the interests of the Company’s Directors, majority shareholders of the Company or those who are related to the Company’s majority shareholders.
  5. Being capable of performing duties, giving opinions, or reporting the results of performance of work according to the duties delegated by the Board of Directors free and clear of the management or the majority shareholders of the Company, including related persons or close relatives of the said persons.

(2)     The Selection of Company Directors and Executives

The NRC, consisting of two independent directors and one director, is responsible for the selection of a qualified person, not subject to the prohibitive characteristics under the law for nomination, to the Board of Directors prior to submitting for final election in the “Annual General Shareholders’ Meeting (AGM)”.

The Company has also allowed the shareholders to submit names of qualified candidates to be nominated for selection as PDI Board of Directors in advance of the annual general shareholders’ meeting through the Company’s website. The Company also refers to the list of qualified candidates released by the Thai Institute of Directors (IOD).

The Selection of Directors by the Annual General Shareholders’ Meeting

The appointment of a director requires a majority vote from the eligible voting shareholders present at the annual general shareholders’ meeting.  Voting shall be casted according to the following guidelines:

  1. Each shareholder shall have one vote for each share.
  2. Each shareholder must exercise all the votes he has under item (1) to elect one or several persons to be directors, but cannot divide his votes to any person particularly.
  3. The candidates shall be ranked in order descending from the highest number of votes received to the lowest, and shall be elected as directors equivalent to the number of directors who are to be elected.
  4. If there is a tie in the last to be elected and this exceeds the said number of directors, the presiding Chairman shall have an additional casting vote.

In the case of a vacancy on the Board of Directors prior to the expiration of the term of office due to death, resignation, or for reasons other than by rotation, the Board of Directors shall elect any person who is qualified and not subject to the prohibitive characteristics under the law as the substitute director at the subsequent Board of Directors meeting, unless the remaining term of office of the said director is less than two (2) months.

The aforesaid substitute director shall retain his office only for the remaining term of office of the director whom he replaces. The resolution of the Board on this matter must receive no less than three-fourths (¾) of the votes from the remaining directors.

At present, of all the Company’s directors, five are independent directors and two are executive directors.

(3)     Succession of Top Management Positions

PDI’s Board of Directors has created a succession plan for the management level and the important positions in the main lines of work.  This plan is based on the person’s knowledge and understanding of the Company and its businesses, experience, performance, competency, potential, and readiness. Preparation has been made to equip these successors with the knowledge and skills required for each position so that they can continue the work in case the Managing Director or any top executives cannot perform their duties as a result of their retirement, resignation, transfer, etc.

Apart from the required qualifications and experience in the concerned field, the successors must learn from rotating to other related units. They must also improve their management skills, personality, and cooperation with others in line with PDI’s values and corporate culture. Furthermore, they must attend additional necessary courses to prepare themselves for future work in a higher position so that the transfer of work will be smooth and continuous.

Supervision the Operations of Subsidiary and Affiliated Companies

In the case of a subsidiary company, executives of the Company will be appointed as directors, in proportion of no less than half of the total number of directors, to supervise operations of the subsidiary company so that the subsidiary’s activities are under Company policy.

In the case of an affiliated company, executives of the Company will be appointed as members to the Board of Directors, in proportion to the number of shares held by the Company.  As a representative of the Company, the director(s) will receive policy mandates from the Company for the control or supervision of the operations of the affiliated company.

Controlling the Use of Internal Information

The Company has awareness about necessary use of internal or confidential information in both equality and the rightness. Based on this statement, the company has operated as following;

  1. Established “Protection of Information and Assets” in “Code of Conduct” that the Company

gives the book to all employees.

  1. Established “Personal Non-Disclosure” that specified the employees about prohibition that they must not disclose or misuse the internal or confidential information.
  2. Established policies and guidelines to prevent executives and related persons from using internal company information for personal gains. Before the announcement of company results, internal data. Directors, executives, and employees at all levels are forbidden from using internal data containing crucial information that would have a significant impact on the stock price and has not yet been declared to the public or the Stock Exchange of Thailand for trading to the advantage of self or others. Furthermore, in 2017 the Company has established a policy such that aforementioned parties are to avoid or refrain from trading the Company’s stock for two (2) weeks prior to the last day as required by the Stock Exchange of Thailand to submit financial statements and for 24 hours after the release of the financial statements to SET. (Blackout Period).

Auditor’s Fee

  1. Audit Fee

The Company and its subsidiaries have paid audit fees to audit companies, individual auditors or other businesses relating to the auditors and auditing companies during the previous fiscal year totaling 2,700,000 Baht.

In this regard, the audit companies, individual auditors do not have any relationships or interests involving the management, or major shareholders, including their related persons.

Audit Fee of the Company and Subsidiaries Audit Fee (Baht)
1.           Annual audit fee for the Company’s financial statements, the consolidated financial statement, and quarterly review fees for the financial statements of the company and the consolidated financial statements 800,000
2.           Annual audit fee of the Company’s subsidiaries in Thailand and quarterly review fees of listed subsidiaries 1,900,000
Total Audit Fee of the Company and Subsidiaries 2,700,000
  1. Non-Audit Fee

The Company and its subsidiaries have a general policy not to hire individual auditors or other businesses relating to its auditor for non-audit services.

Applying of the Corporate Governance Code 2017

The company’s board considered and reviewed the implementation of “the CG Code 2017 by SEC” to the company’s business in the Board meeting No.05-2019 on November 12, 2019. For unapplied sub-principles were recorded in the Board resolution and will follow up for improvement or find alternative practices to fulfil the intended outcomes of the principles and sub-principles later.

Compliance with Good Corporate Governance Principles

  1. Rights of Shareholders

The Company considers each shareholder equally and stipulates procedures for the shareholders meeting accordingly the law and in compliance with the guidelines of the Stock Exchange of Thailand.

In 2019 the Company organized an annual shareholders’ meeting on April 25, 2019 at Jasmine City Hotel, Bangkok.  An invitation letter with agenda of the meeting and related documents were sent to the shareholders for information not less than 7 days prior to the meeting. Topics included the views of the Board of Directors and the review of minutes of the previous meeting. As such allowing shareholders ample time and opportunity to review and consider the topics. The Company accommodated shareholders in a convenient location with appropriately sized meeting space. Shareholder proxies’ were permitted in the event they were unable to attend the meeting. The Company also posted the information regarding shareholders meeting on the Company’s website and shareholders were invited to submit questions related to the Company operations through the website, prior to the meeting.

During the 2019 annual shareholders’ meeting, a total of six directors attended, including the Chairman of the Board of Director, Chairman of the Executive Committee, Chairman of the Audit Committee and Chairman of the Risk Management Committee. The Chairman of the meeting allowed equal opportunity for all shareholders to question, comment, and submitted suggestions regarding Company operations. Prominent opinions were recorded in the minutes of the meeting.

In addition to the annual shareholders’ meeting, the Company will call additional shareholders’ meetings, if necessary, in the event of specific emerging topics, which are pertinent to the shareholders’ interests or relate to laws or regulations that require the shareholders’ approval.

  1. Equitable Treatment of Shareholders

The Company treats all shareholders equally and stipulates procedures for the shareholders meeting in accordance to the law and in compliance with guidelines of the Stock Exchange of Thailand. Each shareholder has one vote for each share.  Shareholders can send a proxy on their behalf in the event that they are unable to attend.

To prevent conflicts of interest and misuse of inside information for personal gain, the Board of Directors investigates any occasion which may lead to a dispute and has established a policy and guidelines to prevent executives and related persons from using internal company information for personal gains. Company holdings by directors and executives are assessed to screen any use of inside information for gains by executives. In addition, the company has set a policy that directors, executives, and employees at all levels are avoid or refrain from trading in the securities of the Company during the two (2) weeks prior to the last day as required by the Stock Exchange of Thailand to submit financial statements and for 24 hours after the release of the financial statement to SET (Blackout Period).

In case of related parties’ transactions, the Audit Committee is responsible for reviewing the related transactions to ensure that no conflict of interest will occur in order to maximize the overall company’s benefits. The Company discloses all necessary information together with Directors’ opinion to the public according to SET regulation.

The Company has established a channel, through the company’s website, to allow shareholders to submit names of qualified candidates to be nominated as board members and to propose an agenda for, and in advance of, the annual general shareholders’ meeting.

  1.    Role of Stakeholders

PDI’s mission

The Company aims to be a leader in developing, driving and growing sustainable businesses in Southeast Asia. Driven by innovation and balanced concerns, we maximize added value for our clients, with respect to our people, our ecosystems and the environment.  We support the communities in which we operate and give the best possible return to our shareholders.

Commitment to Customers

The Company maximizes added value for its clients by delivering quality products/services and on-time, committed to ethical trade practices and fair competition as well as strictly adhered to the relevant laws.

Commitment to Employees

The Company respects to its people by providing fair wages and benefits according to the company’s performance, job security, career opportunity, personal training & development and safe workplace.

Commitment to Public and Community

The Company conducts its business with trading partners fairly and equally as well as be responsible for creditors. Providing accurate and timely information and participates in developing the quality of life within communities where we operate. Also, operating business safely and protect the environment extremely.

Commitment to Creditor

The Company conducts its business with fairness and objectivity for both parties without giving or receiving bribes or other advantages to or from people or companies for doing or seeking to do business with PDI and any conflict of interest transactions.

The Company is in compliance with all agreements and conditions that mutually signed from both parties. In case of non-compliance, default or postpone payment due to force majeure or unexpected event. The company will inform the vendor or creditor in advance for finding the solution mutually.

Commitment to Shareholders

The Company respects the rights of its major and minor shareholders equally. In alignment with PDI’s vision. The Company commits to provide fair returns on short-term and long-term investments, create business growth and also manage with transparency.

Capital Management

The Company’s policy is to maintain a strong capital base to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Company defines as result from operating activities divided by total equity, excluding non-controlling interests and also monitors the level of dividends to ordinary shareholders.

More details of Commitment to stakeholders can be found in “the Sustainability Report”

  1. Disclosure and Transparency

The Company manages its business with honesty, ethical conduct, and responsibility concerning all stakeholders: customers, employees, shareholders and the general public. The Company issued a Code of Conduct, which gives guidelines for work and employee behavior. All employees use this as a guide for their daily work, along with the influence and inspiration of the vision of the Company.

The Company ensures that important information, both financial and non-financial, as specified in relevant regulations of the SET, is disclosed correctly, accurately, on a timely and transparent basis. In addition to this, the financial report, the annual statement (Form 56-1), and the annual report are available on the PDI website.

The Board of Directors has also called for the disclosure of company information in an accurate, complete, transparent, and widespread manner. As such, all financial information, as well as general information about the Company that might impact the value of company, is readily available. Shareholders and other interested parties can access any such information through the various Stock Exchange of Thailand media outlets or directly from the Company’s website. A specific investor relations function has been established and existing and potential investors can obtain information by contacting the Company directly at Tel: 66(0)2695-9409 or at www.padaeng.com or e-mail inquiries to the Investor Relation Manager at ir@padaeng.co.th.

The Company recognizes the importance of internal control systems at managerial and operational levels, and has created an authority manual for reference. An independent internal audit department, reporting directly to the Audit Committee, organizes various internal checks and conducts audits as needed.

The Company announced its desire to become an ally of CAC (Private Sector Collective Action Coalition against Corruption) and the company has been certified by CAC on March 9, 2017 and received the certificate on June 28, 2017.  The Company has become an ally of CAC in succession. Thus, the Company has renewed the certificate which the Internal Audit Department checked and reviewed the internal control which related to Anti-Corruption Policy and submitted the documents in 4/2019.

The Company has dedicated an open channel for receiving complaints regarding corporate governance, the Code of Conduct and Anti-Corruption policy. This can be done through the secretariat of the Audit Committee or the Chairman of the Audit Committee using the following email: cg@padaeng.co.th. All information received will be treated as confidential and properly investigated in a timely manner.

  1. Responsibilities of the Board

The PDI Board of Directors is responsible for acting in compliance with the by-laws, objectives, and guidelines of the Company, as well as the resolutions of the shareholders’ meeting, with honesty and prudence and in the best interest of the Company. In addition to this, the Board of Directors also makes contributions towards establishing the vision, mission, strategy, objectives, business plans and the budget of the Company. The Board ensures that the management team conducts operations in accordance with the Company’s business plan, in order to add value to its business and ensure sustainability for its shareholders.

Balance of Authority for Non-Executive Directors

The Company’s Board of Directors consists of qualified directors with a broad realm of experience, totaling ten members at the end of 2019 as follows:

  1. Executive Directors : 2 directors
  2. Non-Executive Directors: 8 directors;

2.1   Directors major shareholders: 3 directors

– Country Group Holdings Public Company Limited holds 2 seats

– Ministry of Finance holds 1 seat

2.2   Independent directors: 5 independent directors; 3 of which are Audit Committee members.

Aggregation or Segregation of Positions

The function of the Chairman of the Board of Directors and the Managing Director (MD) are separated to ensure a clear distinction between responsibilities in policy making and managing daily operations. The Company has clearly defined the authority and responsibilities of management at every level.

Board Self-Assessment

The Board of Directors annually engages in self-assessment, which enables all board members to consider their overall performance and resolve any potential problems or issues. This serves as a tool for reviewing performance, as well as a way to identify issues and obstacles that each director faced over the past year. It also helps increase the operational effectiveness of the Board. At present, the performance assessment of the Board is conducted using an overall performance method. To facilitate this, the Company has developed an assessment form consistent with the Statement of Corporate Governance Principles and the duties and responsibilities stated in the Board of Directors Charter. In 2019, the results of the self-assessment will be distributed to all board members for acknowledgment and self-improvement in 2020.

MD’s Performance Appraisal

The Company conducts MD’s performance appraisal annually for reviewing performance and identify issues and obstacles that faced over the past year. It also helps increase the operational effectiveness of MD. At present, this performance appraisal is carried out by The Nomination and Remuneration Committee (NRC) and reported to the Board of Director for acknowledgement.

Orientation for New Directors and Director Participation in Seminars

The Board of Directors Secretary Division is responsible for preparing general information and briefing newly elected directors on the actions and procedures of the Company to ensure that they are updated on all Company operations, as well as the SEC and SET regulations and requirements. Site visits will also be available for new directors who would like to have a more in-depth knowledge of Company operations.

In order to keep the directors currently informed on new rules, regulations, and requirements, they are encouraged to attend refresher courses and seminars organized by the Thai Institute of Directors and other relevant organizations.

In 2019, Directors and Executives of the Company who participated in such courses are listed below:

Name Position Course
1.     Ms.Nitcha Kornpaphawee Internal Auditor 1.    Corruption Risk & Control: Technical Update (CRC), 2019