Subcommittee
On June 15, 2015, the Board of Directors appointed 4 sub-committees to help relieve the burden of the Board of Directors. All sub-committees will perform their duties according to the charter. which clearly defines the duties and responsibilities
Audit Committee
The Board of Directors has appointed the Audit Committee to assist the Board of Directors in performing their duties responsible for reviewing the quality and reliability of the accounting system, audit system, internal control system, and auditing system. as well as the Company's financial reporting process. with complete qualifications according to the regulations of the Securities and Exchange Commission of Thailand as of December 31, 2019. The Audit Committee consists of 3 independent directors, namely:
คณะกรรมการสรรหา กำหนดค่าตอบแทน และบรรษัทภิบาล
Nomination and Remuneration Committee It is responsible for recommending the structure, size and composition of the Board of Directors and sub-committees as well as determining the qualifications, process and criteria for nomination of nominees for selection according to the structure, number and composition of the Board of Directors as specified by the Board of Directors. have defined as well as to consider and nominate a person to be elected as a director of the Company various sub-committees, including the President To be presented to the Board of Directors and the shareholders' meeting for further consideration. It also considers and recommends compensation and evaluates the performance of such positions. In order for the Company to have sustainable development, as of December 31, 2019, the Company's Nomination and Remuneration Committee consists of 3 members as follows:
Risk Management Committee
The Risk Management Committee is responsible for setting policies and guidelines for overall risk management of the Company. which covers important types of risks such as financial risks Investment Risk and risks that affect the reputation of the business. As of December 31, 2019, the Risk Management Committee consisted of 6 members from the previous 7 members (due to retirement from office and not renewal), consisting of
Board of Directors
Board of Directors It is responsible for supervising the operations of the company in accordance with the vision, mission, strategies and policies of the Board of Directors, laws, conditions, rules and regulations of the company. The Executive Committee must exercise discretion in making business decisions for the best interests of the Company and its shareholders. As of December 31, 2019, the Executive Committee consisted of 7 members from the original 6 members (due to 2 new appointments and retired 1 person) consisting of
This Charter is prepared by ALT Telecom Public Company Limited. The Board of Directors of the Company will review and evaluate this Charter annually.
Objective
Board of Directors Appointed by the shareholders and considered as the representative of the shareholders It is responsible for making important decisions on the company's policies and strategies. and to ensure that the management implements the policies and strategies as defined. therefore plays an important role in building confidence create value for the business as well as generate return on investment for shareholders.
Composition and Appointment of the Board of Directors
1. Selection of persons to be appointed as directors of the Company will be selected through selection from the Nomination and Remuneration Committee. Which will be considered and selected according to the qualifications according to Section 68 of the Public Limited Company Act B.E. 2535 and the announcement of the Securities and Exchange Commission. and/or relevant laws In addition, the selection of qualified directors with backgrounds and expertise from various fields will be beneficial to the Company's operations in providing advice. comments on various matters From the point of view of those who have direct experience have a far-reaching vision Moral and ethical Have a transparent work history and have the ability to express opinions independently Then bring the name list to the shareholders' meeting for consideration and appointment.
2. Board of Directors It consists of not less than 5 directors and not less than half of the total number of directors must reside in the Kingdom and not less than three-fourths of the total number of directors must be of Thai nationality. And in the total number of the Board of Directors must consist of independent directors at least one-third of the total number of directors of the company. but must not be less than 3 persons. The appointment of the Board of Directors must be approved by the shareholders' meeting. according to the following criteria and methods
2.1 A shareholder has a vote equal to the number of shares held multiplied by the number of directors to be elected.
2.2 Each shareholder will use all the votes he has according to Item 1 to elect one person or several persons. can be a director In the event that several persons are elected as directors, votes can be divided among any person.
2.3 Persons receiving the highest number of votes in descending order will be elected as directors equal to the number of directors to be elected at that time. In the event that the number of votes cast for candidates in descending order is equal, which would otherwise cause the number of directors to be exceeded, the chairman shall have a casting vote.
In addition, at every annual general meeting One-third of the directors shall retire. If the number of directors to be retired is not evenly divided, the number closest to one-third shall retire. Directors who have retired may be re-elected. The directors to retire from office in the first and second years after the registration of the Company shall be drawn by lots to determine who shall retire. As for the following years, the director who has been in office the longest is the one who retires. Directors retiring by rotation may be re-elected.
In the event that a director's position becomes vacant due to reasons other than retirement by rotation The Board of Directors shall select a person who is qualified and does not have prohibited characteristics according to Section 68 of the Public Act B.E. 2535 and/or relevant laws. as a substitute director at the next Board of Directors' meeting. Unless the remaining term of the director is less than 2 months, the person who replaces the director will be in the position of director only for the remaining term of the director he replaces and must receive a resolution of the Board of Directors with a vote of not less than 3 4 of the remaining directors
Qualifications of Company Directors
1. Having qualifications and not having prohibited characteristics under the Securities and Exchange Act. or according to the criteria set by the Office of the Securities and Exchange Commission as well as not having any characteristics indicating a lack of suitability to be entrusted with managing a publicly held business as specified by the SEC Office (Attachment 1).
2. Have knowledge, ability and experience that are beneficial to business operations. Have determination and ethics in conducting business According to the Board Skill Matrix table for legal, accounting, finance, economics, engineering and management. To integrate knowledge and skills that are beneficial to the operations of the company.
3. Be able to exercise honest discretion independent of management and other beneficiary groups.
4. Able to devote sufficient time to the company and pay attention to the performance of duties according to their responsibilities
5. ต้องไม่ประกอบกิจการอันมีสภาพเดียวกัน และเป็นการแข่งขันกับกิจการของบริษัท หรือเข้าเป็นหุ้นส่วนในห้างหุ้นส่วนสามัญ หรือเป็นหุ้นส่วนไม่จำกัดความรับผิดในห้างหุ้นส่วนจำกัด หรือเป็นกรรมการของบริษัทเอกชน หรือบริษัทอื่นที่ประกอบกิจการอันมีสภาพอย่างเดียวกัน และเป็นการแข่งขันกับกิจการของบริษัท ไม่ว่าจะทำเพื่อประโยชน์ตนหรือเพื่อประโยชน์ผู้อื่น เว้นแต่ได้แจ้งให้ที่ประชุมผู้ถือหุ้นทราบก่อนที่จะมีมติแต่งตั้ง
The details of the qualifications of the company's directors. The board should ensure that the recruitment and selection process is transparent and clear. To obtain qualified directors in accordance with the elements specified in the Company's succession plan policy.
Duties and responsibilities of the Board of Directors
The Board of Directors has the authority, duty and responsibility to manage the company in accordance with the law, objectives and regulations of the company. as well as legitimate resolutions of shareholders' meetings In summary, authority and important responsibilities as follows:
1. Have authority and duties according to the Company's Articles of Association. This includes supervising and managing the company in accordance with the law, objectives, regulations and resolutions of the shareholders' meeting.
2. Set vision, mission, goals, strategies and policies of the company.
3. Approve Strategy important policies, objectives, goals in terms of business operations asset management, finance, fundraising, investment and risk management of the company as well as monitoring and supervising the implementation of the specified work plans to be effective.
4. Consider screening items that must be proposed to the shareholders for approval in the shareholders' meeting. The main agenda for the Annual General Meeting of Shareholders is as follows:
5. Provide a general information report. and financial information of the company To accurately report to shareholders and stakeholders or general investors. timely and in accordance with the law
7. Establishing clear and appropriate operating regulations and providing a transparent and efficient internal control system.
9. Arrange for a process to continuously create senior executives of the company to replace (Succession Plan).
11. Appointment of Audit Committee and give approval on the authority and duties of the Audit Committee.
13. Determine and change the names of directors who have authority to bind the company.
- Sale or transfer of all or important parts of the Company's business to other persons
In this regard, any matter in which the director has an interest or has a conflict of interest with the Company or its subsidiaries. Directors who have interests or conflicts of interest are not entitled to vote on that matter.
In addition, the Board of Directors has the scope of duties to supervise the Company to comply with the Securities and Exchange Act. regulations of the Stock Exchange of Thailand such as connected transactions Acquisition or disposition of assets according to the regulations of the Stock Exchange of Thailand or as announced by the Securities and Exchange Commission Capital Market Supervisory Board or laws related to the company's business
The company must appoint a company secretary. According to various processes correctly and appropriately in performing duties and responsible for the Company's business operation to be successful and successful.
Duties and Responsibilities of the Company Secretary
1. Give preliminary advice to directors on legal matters. regulations of the Company, including significant changes in terms and conditions for directors so that the Board of Directors can work smoothly and have information for consideration and make decisions in performing duties responsibly caution and honesty
2. Prepare and store the following documents
• Director Registration
• Notice of the Board of Directors Meeting Board Meeting Minutes and the company's annual report
• Invitation letter for the shareholders' meeting and minutes of the shareholders' meeting
• Report on interests of directors and executives.
3. Supervise the disclosure of information and information reports in the part that is responsible to the agencies that supervise the company in order to comply with the regulations and requirements of government agencies.
4. Keep reports of conflicts of interest reported by directors or executives. And submit a copy of the report of interest to the Chairman of the Board of Directors and the Chairman of the Audit Committee within 7 days from the date the company received the report.
5. Provide a system for keeping relevant documents and evidence to be complete, accurate and verifiable.
6. Contact and communicate with general shareholders to acknowledge the rights of shareholders and company news.
1. Scheduling of meetings in advance:
– The Company has set up a meeting of the Board of Directors regularly. The Board of Directors' meeting is scheduled to be held at least once every 3 months. to consider . . financial statements, policy formulation, and performance monitoring And the Board of Directors must always be ready to attend the meeting. If there is a special meeting agenda
– The Board of Directors has set the meeting schedule in advance for each year and notified each director of the company. This does not include special meeting agendas.
2. Delivery of meeting invitations : Secretary of the Board of Directors Prepare the invitation letter for the Board of Directors' meeting. In each meeting, the date, time, venue and agenda are clearly set and meeting documents are sent to the Board of Directors and attendees at least 7 days in advance to allow time for consideration. various matters or request additional information for consideration The meeting invitation letter should clearly specify the agenda that requires approval. along with complete and clear documents for consideration
3. Number of meetings: Board of Directors Meetings are held at least once every 3 months. depending on the situation and necessity In the event that at least 2 directors can request a meeting. The company must hold a board meeting within 14 days from the date of request.
4. Meeting attendees : The minimum number of quorums at the time the directors vote in the Board of Directors' meeting that There must be at least two-thirds of the total number of directors. The Board of Directors can invite sub-committees, executives, external auditors and internal auditors of the company. to attend the meeting as necessary and appropriate
5. Voting: Use a majority vote system to resolve the meeting. In the event that the majority of votes are still unable to decide The chairman of the board can cast one more vote as a deciding vote. Directors who have interests in such matters must abstain from voting on such matters.
6. Minutes of the meeting: The secretary of the Board of Directors takes minutes of the meeting. Since the directors attending the meeting must be responsible for the decisions made. And if any director has an opinion that is different from other directors or abstains from voting, such opinion must also be recorded. to show the scope of responsibility in such matters The company must complete the minutes of the Board of Directors' meeting within 14 days from the date of the meeting and keep it at the head office. In case the directors have a request, the company must be able to deliver the minutes of the meeting quickly.
Announced on February 23, 2021
Mr. Anant Vorrathitipong
Chairman of the Board
Charter of the Risk Management Committee
ALT Telecom Public Company Limited
This Charter is prepared by ALT Telecom Public Company Limited. The Company's Risk Management Committee will review and evaluate this Charter annually.
Objective
In order for the establishment of the risk management committee to be in line with best practices and principles of good corporate governance (Good Governance), as well as for executives and employees to be aware of the roles and responsibilities of the executives and employees involved.
Structure of the Risk Management Committee
The Risk Management Committee is appointed by the Board of Directors. The board consists of
Term of office
The Risk Management Committee has a term of office of 3 years and according to the term of office as a director of the Company. Members of the Risk Management Committee who retire by rotation may be re-appointed.
Duties and responsibilities of the Risk Management Committee
Meetings and reports
Announced on February 27, 2017
Nomination and Remuneration Committee Charter
ALT Telecom Public Company Limited (มหาชน)
This Charter is prepared by ALT Telecom Public Company Limited. The Board of Directors of the Company will review and evaluate this Charter annually.
Objective
Nomination and Remuneration Committee Appointed by the Board of Directors to promote good corporate governance It is responsible for determining criteria and policies for nomination and determination of remuneration for company directors. and sub-committees, as well as recruiting, selecting and nominating suitable persons to hold the position of the Company's directors and determining remuneration for the Company's directors. as well as performing other tasks As assigned and presented to the Board of Directors and/or the shareholders' meeting, as the case may be
Composition of the Nomination and Remuneration Committee
Term of office
- Resign
– The Board of Directors resolved to retire from office.
4. Board of Directors Has the authority to appoint additional members of the Nomination and Remuneration Committee. for the benefit of following
Objectives or to replace members of the Nomination and Remuneration Committee who vacate office according to item 1 or 3 by the person appointed
Members of the Nomination and Remuneration Committee who are substituted according to item 3 shall be in office only for the remaining term of the Nomination and Remuneration Committee.
set compensation which he only represents
Scope of duties and responsibilities
Nomination and Remuneration Committee Perform duties as assigned by the Board of Directors. with the scope of duties and responsibilities as follows:
Recruitment
Compensation
Reporting
Nomination and Remuneration Committee Report to the Board of Directors
Meeting
Announced on February 27, 2017
Executive Committee Charter
ALT Telecom Public Company Limited
This Charter is produced by ALT Telecom Company Limited. The Board of Directors will review and evaluate this Charter annually.
Objective
The Executive Committee is appointed by the Board of Directors. to manage and control the Company's business as assigned by the Board of Directors
Composition and properties
1. The executive committee does not have to be a director of the company.
2. Executive Committee Consists of not less than 4 but not more than 10 committee members.
3. Appointment of Executive Directors Must go through the recruitment process of the Board of Directors must have detailed educational history and professional experience of that person for the benefit of the Company's directors in decision-making
4. The Chairman of the Executive Committee is the Managing Director. which the scope of authority And responsibility is in accordance with the Managing Director's charter.
Qualifications of Executive Committee
1. Directors must be knowledgeable and competent persons. Honesty, honesty, ethics in business operations. and enough time to devote knowledge ability and perform duties for the Company
2. Having qualifications and not having prohibited characteristics according to the law on public limited companies and other relevant laws.
Duties and responsibilities of the Executive Committee
1. Consider and set goals and business plans of the company Supervise the operations of the company. To be in accordance with the vision, mission, strategies and policies of the Board of Directors, laws, conditions, rules and regulations of the Company.
2. Set guidelines for business operations, development and business expansion in line with the vision, mission, strategies, policies and resolutions of the Board of Directors.
3. Appointment of company executives to perform all duties except for the appointment of senior executives must be approved by the Board of Directors Including being able to authorize any person to take action on behalf of any matter under the duty and responsibility as the Executive Committee deems appropriate.
4. Determine the work procedures of the Company's employees that are not contrary to or inconsistent with the relevant regulations and laws.
5. Consider and approve the position structure and salary structure and other benefits of employees, as well as approve the management structure from department level down.
6. Consider and approve the annual budget plan. Supervise and follow up to evaluate the performance. to be in accordance with the policies, goals, budget plans that have been approved Consider and approve bonuses and rewards for employees. Other benefits to boost employee morale
7. Take care of the company. There is an appropriate and concise internal control system.
8. Consider any other matters as assigned by the Board of Directors.
9. To have decision-making authority on important operations of the company. By specifying the scope, type or size of the business, objectives, guidelines and policies of the company within the scope of authority assigned. including oversight of overall operations, productivity, customer relations and be accountable to the Board of Directors
10. Consideration of investment in business expansion Including trading of fixed assets of the Company to propose to the Board of Directors
11. Have the authority to act and represent the business to third parties in related and beneficial business.
12. Consider the Company's fundraising issue to present to the Board of Directors.
13. Approve the appointment of consultants in various fields necessary for the operation of the business.
14. Carry out activities related to the general management of the business.
15. Consider and approve the action plans of each department of the company. and consider approving requests from various departments of the company that is beyond the authority of that department
16. Authority and duties of the said executive committee The Executive Committee may delegate and determine the powers and duties of each executive director to be able to perform tasks within the scope of authority as specified in item 3. Such executive directors shall be directly responsible for the assigned tasks to the executive committee.
17. The Chief Executive Officer shall perform the duties and responsibilities mentioned above with efficiency and effectiveness.
In this regard, the power to take action as mentioned above does not include the authorization of the Chief Executive Officer to
Approve transactions that he or a person who may have conflicts of interest. have interests or may have conflicts of interest in any other manner with the Company or its subsidiaries and does not include actions related to connected transactions and the acquisition and disposition of important assets of listed companies according to the regulations of the stock exchange And the company must comply with the regulations. In addition, the above authority does not include other matters that the Company's Articles of Association require approval from a resolution of the shareholders' meeting.
Meeting Management
The Executive Committee shall organize or call meetings as it deems appropriate.
Announced on January 20, 2015
Managing Director Charter
ALT Telecom Public Company Limited
1. Scope of authority, duties and responsibilities of the Managing Director
1.1 Comply with various laws including the law on securities and stock exchange
Securities and Exchange Commission Announcement of the Capital Market Supervisory Board Announcements of the board of directors of the Stock Exchange of Thailand, any other announcements, rules, regulations and/or regulations. Related and the resolutions of the shareholders' meeting and the Board of Directors' meeting.
1.2 Supervise, manage, operate and perform regular business operations for the benefit of the Company in accordance with
Policy, Vision, Target, Business Plan and the budget determined by the Board of Directors' meeting.
1.3 Manage the Company's operations in accordance with the main mission (mission) set by the Board of Directors in order to be in line with the business plan. and company budget and related business strategies as determined by the Board of Directors.
1.4 Supervise operations in finance, marketing, personnel management. and other operational aspects as a whole
In order to comply with the Company's policies and operational plans set by the Board of Directors.
1.5 Has the authority to hire, appoint, transfer, lay off, terminate employment, determine wage rates and remuneration for employees.
The company can appoint a sub-attorney to act on its behalf.
1.6 Determine rewards Salary increase, compensation, special bonus In addition to the regular bonuses of
Company employees from the level of Deputy Managing Director down
1.7 Negotiate and enter into contracts and/or any transactions related to normal business operations of the Company with the amount
For each transaction, it shall be in accordance with the authority already approved by the Board of Directors.
1.8 Issue orders, regulations, announcements, and various memos within the company in order to ensure that the operations of the company are in line with
Policy and for the benefit of the company including maintaining discipline within the organization
1.9 Power to set commercial terms for the benefit of the company
1.10 Consider investing in new businesses or termination of business to present to the Executive Committee and/or directors
company
1.11 Approve and appoint consultants in various fields necessary for the operation.
1.12 Performing other duties assigned by the Board of Directors as well as having the power to take any action necessary to
performing such duties
1.13 To have the power to authorize sub-authorization. and/or assign other persons to perform specific tasks on their behalf by
power of attorney and/or such delegation shall be within the scope of delegation of power of attorney provided. and/or in accordance with the rules, regulations or orders set by the Board of Directors of the Company. Must not be a power of attorney or delegate the authority of the Managing Director or the person authorized by the Managing Director able to approve their own transactions or persons who may have conflicts (as defined in the Notification of the Securities and Exchange Commission or announcement of the Capital Market Supervisory Board) may have a stake or may benefit in any way Or there may be any other conflicts of interest with the company. Except for the approval of transactions in accordance with the policies and criteria approved by the shareholders' meeting or the Board of Directors.
2. Qualifications of the Managing Director
The qualifications of the President refer to the succession plan policy that has already been announced.
Announced on February 23, 2021
Mr. Anant Vorrathitipong
Chairman of the Board
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