Board of Directors’ Report
The Board of Directors is responsible for reporting the consolidated financial statement of the Company and subsidiaries (after being audited by the Company’s external auditor) and financial information as reported in the annual report. The financial statements are prepared in accordance with generally accepted accounting standards, using appropriate and consistent accounting policies and that sufficient information is disclosed in the notes to financial statements. The Board of Directors has appointed an Audit Committee of independent directors responsible for the quality of financial reports and the internal control system. The Audit Committee’s opinion is stated in the Audit Committee report on page 05 3 of the 2009 Annual Report.
In the Board of Directors’ meeting on 26 February 2010 attended by every member in the Audit Committee, the Executive Committee and Internal Audit Department to evaluate the sufficiency of the Company and subsidiaries’ internal control system that the management had divided into 5 categories: The Organization and the Environment, Risk Management, Management Operations Control, Management Information Systems, and Information Communication and Monitoring System. The Board of Directors has expressed its opinion, which was in line with the Audit Committee, on the adequacy of the Company and subsidiaries’ internal controls system in Section 7 “Internal Controls”
The Board of Directors continues to be seriously committed to using Good Corporate Governance policies to manage and operate the Company. This commitment helps build the Company’s credibility and image in the investment community and the public.
The Board of Directors has initiated an annual Board Self-Assessment to create a framework for evaluating the Board’s ability to perform its duties. The Company started using a new evaluation form from The Stock Exchange of Thailand’s Corporate Governance Center since 2007. In 2009, the Board Assessment results indicated that the number of Board members was suited to the business. Moreover, the Board consists of knowledgeable, capable, highly experienced members who are well-versed in the business. Moreover, there is at least 1 out of 3 Board members who are not in the Management team, and there are various Committees to support the Board’s work, namely the Audit Committee, Executive Committee, Nomination and Remuneration Committee, and Risk Management Committee. These Committees’ duties and responsibilities are clearly stated and allows the directors adequate time to perform well in their capacity as the Company’s Director.
The Board of Directors participates in the setting of vision, mission, strategy, goals, and consistently reviews and follows up on the Company’s performance. The scope of authority in operating, evaluating and approving financial decisions are clearly set out, emphasizing the importance of accurate financial reports, adequacy of information disclosure and ensuring that there are no conflicts of interest and that all transactions are conducted on an arm’s length basis. In connected transactions and transactions with conflicts of interest, directors with vested interests are prohibited from voting. The Board has cordial relations with the investigation/assessment team that pursues investigations and does not interfere with them while performing their duty.
The Board of Directors monitors that the Company has sufficient internal control and risk management systems appropriate for the business and encourages the Company to continue abiding by the SET and SEC’s rules and regulations, Good Corporate Governance Policies and Code of Ethics.
