The Management

Management Structure

As at December 31, 2015, the management structure of the Company consists of three Executive Committees: the Board of Directors, the Executive Management Committee and the Audit Committee. The Board of Directors of the Company had a total of 16 directors, consisting of 7 independent directors, which exceeds one third of the total number of directors, details of which are as follows:

The Board of Directors as at December 31, 2015

	Name	Position
1.	Mr. Visith Noiphan	Chairman and Independent Director
2.	Mr. Prachai Leophairatana	Director
3.	Mr. Prateep Leopairut	Director
4.	Dr. Pramuan Leophairatana	Director
5.	Dr. Narasri Vaivanijkul	Independent Director and Chairman of the Audit Committee
6.	Mrs. Boonsri Leophairatana	Director
7.	Dr. Chavin Iamsopana	Director
8.	Mr. Prayad Liewphairatana	Director
9.	Mrs. Orapin Leophairatana	Director
10.	Mr. Manas Sooksmarn	Independent Director and Audit Committee
11.	Pol. Gen. Charnchit Bhiraleus	Independent Director and Audit Committee
12.	Mr. Pisej Iamsakulrat	Director
13.	Mr. Thavich Taychanavakul	Independent Director
14.	Mr. Tayuth Sriyuksiri	Director
15.	Mr. Khantachai Vichakkhana	Independent Director
16.	Mr. Chulasingh Vasantasingh	Director

Remarks:  1. Mr. Nitisit Jongphitakratana is the Corporate Secretary.

Functions and Responsibilities of the Board of Directors

1. To carry out activities prudently and in compliance with related governing laws, the objectives of the Company, and the Articles of Association, in order to protect the Company’s interests and for the benefit of shareholders.
2. To consider policy, vision, work plans and key strategies, as well as ethical standards for business operations, and to supervise and monitor Management, to ensure that they perform duties efficiently and are in compliance with the Company’s policies.
3. To monitor the operational results of the Company and any other key progress criteria.
4. To determine interim dividends to shareholders.
5. To ensure that financial reports are complete, accurate, reliable and timely, and are prepared in compliance with generally accepted accounting principles.
6. To monitor the implementation of internal control and audit systems; to comply with all regulations and related governing laws; and to ensure appropriate risk management.
7. To ensure that the Company performs in compliance with good corporate governance policies, and focuses on fair treatment for all related parties, and discloses all relevant information that might affect the interests of related parties and the public.
8. To monitor and to prevent conflicts of interest, and ensure that connected transactions and any other transactions that might affect the interests of related parties are in compliance with related rules and regulations.

The Executive Management Committee as at December 31, 2015

	Name	Position
1.	Mr. Prachai Leophairatana	Chairman of Executive Committee
2.	Mr. Prateep Leopairut	Executive Director
3.	Dr. Pramuan Leophairatana	Executive Director
4.	Mr. Prayad Liewphairatana	Executive Director
5.	Mrs. Orapin Leophairatana	Executive Director
6.	Dr. Chavin Iamsopana	Executive Director
7.	Mr. Tayuth Sriyuksiri	Executive Director

Seven Directors are authorized to sign on behalf of the Company. Two of the seven directors must jointly sign, together with the affixation of the official company stamp.

Functions and Responsibilities of the Executive Management Committee

1. To govern and determine the operational strategy of the business, in compliance with the policy of the Board of Directors.
2. To monitor operational results of each department.
3. To select and nominate top management of the Company.
4. To nominate and remove officers of the Company, and to determine their rewards.
5. To perform their duties in relation to the general administration of the Company

The Audit Committee as at December 31, 2015

	Name	Position
1.	Dr. Narasri Vaivanijkul	Chairman of the Audit Committee*
2.	Mr. Manas Sooksmarn	Audit Committee
3.	Pol. Gen. Charnchit Bhiraleus	Audit Committee

Remarks: * Possess background and experience in auditing of financial statements.

Functions and Responsibilities of the Audit Committee

1. To control and monitor the Company’s financial reports to ensure that they are complete, adequate and reliable.
2. To monitor the auditing process and internal control systems of the Company to ensure that they are appropriate and efficient.
3. To select and propose the appointment of the statutory auditor of the Company.
4. To supervise and ensure that the Company acts in compliance with the regulations imposed by the SET and the SEC and related governing laws.
5. To consider the disclosure of information regarding connected transactions or transactions that might have conflicts of interest, to ensure it is accurate and complete.
6. To prepare the Audit Committee Report as disclosed in the Company’s Annual Report to be in compliance with the provisions imposed by the SET and the SEC.
7. To perform any other tasks that may be stipulated in the Articles of Association of the Company.
8. To perform any other tasks that may be delegated by the Board of Directors.

The Management as of December 31, 2015

	Name	Position
1.	Mr. Prachai Leophairatana	Chief Executive Officer
2.	Mr. Prateep Leopairut	President
3.	Dr. Pramuan Leophairatana	President
4.	Mr. Prayad Liewphairatana	President
5.	Mrs. Orapin Leophairatana	Senior Executive Vice President
6.	Mr. Prasert Ittimakin	Senior Vice President–Accounting and Finance Division
7.	Miss Chularat Danwattanachai	Vice President – Accounting and Finance Division
8.	Mr. Anugoon Piyapakorn	Assistant Vice President – Accounting Department
9.	Mr. Pongsak Yiengsakun	Assistant Vice President – Finance Department

Functions and Responsibilities of the Chief Executive Officer

1. To carry out activities prudently; to be in compliance with the objectives of the Articles of Association; and to be in line with establishing policy as approved by the Board of Directors of the Company, in order to protect the Company’s interests and for the benefit of shareholders.
2. To monitor and manage daily operational results of each department to ensure these are carried out effectively and efficiently.
3. To assign, nominate, remove and punish employees and staff of the Company to comply with Company discipline. 

4. To report work progress to be in line with work plans and budgets as approved by the Board of Directors.

Business relationships or professional service relationships between independent directors and the Company, or the parent company, or its affiliates, or subsidiary companies, or associated companies, or juristic persons within the Company, that may impose conflicts of interest in an amount exceeding the restricted amount under the notification of the SEC regarding permission and approval of new shares issuance (if any), as well as the resolution and opinion of the Board of Directors approval (if any).

Selection of the Directors and the Management

The Board of Directors of the Company is responsible for the selection of Directors and Management of the Company. Selection of Directors takes into consideration their background, knowledge, experience in related fields of business, ethical behavior, standards of integrity, independence, courage in giving opinions, responsible discharge of duties, precision and honesty, and consistent attendance at all Board meetings. Their resumes and their ethical behavior are taken into consideration as well as other appropriate qualifications deemed beneficial to the Company. We also consider other factors that may impose conflicts of interest.

Selection of the directors to replace those retiring by rotation is under the criteria of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand.

Selection of Management takes into consideration their background, knowledge, abilities, professional skills, and experience deemed beneficial to the Company. Management selection is in compliance with recruitment procedures of the Company.

Criteria for selection of the Independent Directors are as follows:

1. Under the criteria of the Office of Securities and Exchange Commission and the Stock Exchange of Thailand, Independent Directors:
   • 1 Are restricted in the number of shares they may hold to not greater than 1% of the voting shares in the Company, its affiliates, its associated companies, or its juristic persons that may impose conflicts of interest (implicitly including related persons as stated in Section 258 of the SEC’s Act B.E. 2535.)
   • 2 Have no management participation in the Company, its affiliates, or its associated companies; and are not employees or regularly paid consultants, or persons who have control over the Company, its affiliates, or its associated companies or its juristic persons that may impose conflicts of interest.
   • 3 Have no business relationship with the Company, its affiliates, or its associated companies; and do not have any loss or gain, directly or indirectly, in the finance or management of the Company, its affiliates, or its associated companies; or its juristic persons that may impose conflicts of interest.
   • 4 Have no close relatives, or persons related in a way that may lead to a lack of independence from the management or major shareholders of the Company, its affiliates, or its associated companies, or its juristic persons that may impose conflicts of interest; nor may they be appointed to protect the interest of any director or major shareholders.
   • 5 Maintain consistent attendance at all board meetings, and follow and monitor the business performance and operations of the Company.
2. Independent Directors must be capable, talented and knowledgeable, with backgrounds and experience deemed beneficial to the Company; such as backgrounds in engineering, accounting, finance etc.
3. Independent Directors must detail their qualifications and perform their duties with great care and loyalty in the best interest of the shareholders, without conflict of interest with/for their own businesses or former businesses, or related parties.