Corporate Info

Board of Directors

The Articles of Association provide that the Board of Directors (the “Board”) will include at least five directors, not less than half of whom are required to reside in Thailand. In addition, one-third, or the number of directors closest to one-third if the number of directors is not a multiple of three, of the Board is required to retire at each annual general meeting of shareholders. Retiring directors are eligible for re-election.

It is expected that directors will serve on the boards of other companies only to the extent that such services do not detract from directors’ ability to devote the necessary time and attention to the Company. Currently, none of directors serves on the board of other listed companies more than 5 listed companies.

The Board consists of qualified persons with relevant experiences. The Board of Directors serving as of April 27, 2021 comprised the following:

Mr. Adisak Jangkamolkulchai

Chairman

Ms. Ratrimani Pasiphol

Director

Mr. Suchart Phowatthanasathian

Director

Mr. Manoch Munjitjuntra

Director

Ms. Pajaree Meekangvan

Director

Mr. Taweesak Bunluesin

Director and Member of Nomination, Remuneration, and Performance Evaluation Committee

Mr. Jesada Chanchengkij

Director

Mr. Boontuck Wungcharoen

Independent Director

Mr. Wattana Chantarasorn

Independent Director and Chairman of Audit Committee

Ms. Prachit Hawat

Independent Director, Member of Audit Committee, and Member of Nomination, Remuneration, and Performance Evaluation Committee

Mr. Buranawong Sowaprux

Independent Director, Chairman of Nomination, Remuneration, and Performance Evaluation Committee, and Member of Audit Committee

Ms. Pantip Sripimol

Independent Director

Ms. Angsna Pirentorn is the Company secretary

Scope of Duties and Responsibilities of the Chairman and the Board

Roles and responsibilities of the Chairman are as follow:

  1. Determination of agenda items to be discussed at the Board meetings and calling Board meetings consistent with agenda items reviewed and approved in advance by the Board of Directors (including independent directors) in the previous year. However, the Chairman may consider adding any specific agenda items when appropriate.
  2. Presiding as the Chairman of the Board meeting and shareholders’ meeting and conducting Board meeting and shareholders’ meeting in compliance with the sequence of the agenda specified in the notice of meeting, Company’s Articles of Association, and relevant laws and regulations.

The Board of Directors has full power and authority to conduct the Company’s business in accordance with the Company’s policies, objectives, Articles of Association, Board and shareholder resolutions and applicable laws. The Board also has duties and responsibilities prescribed in applicable laws. The Board appreciates the importance of good corporate governance, and believes in the following principles:

  1. Commitment to the creation of sustainable value to the business in the long run, management of the business with prudence, and the avoidance of conflicts of interest;
  2. Consider and review the Company’s visions, mission, and strategy, promote governance outcomes as a framework for the operation of the Company and ensure that the Company’s annual and medium-term objectives, goals, strategies, and plans are consistent with the long-term objectives, while utilizing innovation and technology effectively.
  3. Operation of the business in a transparent way with adequate disclosure to relevant parties;
  4. Operation of the business based on appropriate risk control and management systems;
  5. Implementation of appropriate Standards of Business Conduct applicable to the Company’s directors, officers, and employees.
  6. Regularly monitoring financial liquidity and debt servicing ability together with the management committee, including discussion to establish a mechanism to support operations under tight financial constraints
  7. Review succession plans for the Managing Director and other senior management positions within the Company at least once every two years. Such succession plan was recently reviewed in 2019.
  8. Conduct an annual internal review of the implementation of recommended corporate governance practices as described by the 2017 Thai Corporate Governance (CG) Code by means that are suitable to the Company’s business.

The Board will issue a directors’ report on the activities of the Company and its financial performance for review prior to the shareholders’ meeting.

The following executive officers constituted the management committee as of June 1, 2021.

Mr. Adisak Jangkamolkulchai

Chairman and Managing Director

Ms. Ratrimani Pasiphol

Director and Business Services Manager and Tax Manager and Designated CFO

Mr. Jesada Chancherngkij

Director and Retail Sales Manager

Mr. Manoch Munjitjuntra

Director and Thailand Lubricant Sales Manager

Mr. Suchart Phowatthanasathian

Director and Refinery Manager

Mr. Vanchai Vichakchon

Thailand Commercial Sales Manager

Ms. Vorraya Kosalathip

Treasurer

Mr. Warathum Tungittiplakorn

Thailand Fuels Operations Manager

Mr. Suwat Srikanapongse

Controller

Ms.Matana Sutatham

Investor Relations and Planning Manager

Managing Director’s Responsibilities

The Managing Director has full authority to manage the affairs of the Company in accordance with its policies, objectives, Articles of Association, Board and Shareholders’ resolutions, and applicable laws provided that the Managing Director may not exercise such authority if he/she has a conflict of interest in any manner with the Company, in exercising such authority.

If the Managing Director delegates authority to a person, such person shall have the right to exercise such authority on the Managing Director’s behalf, provided that such person may not exercise such authority if he/she has a conflict of interest in any manner with the Company, in exercising such authority.

The Audit Committee, which was appointed by the Board of Directors, is comprised solely of independent directors who meet the qualifications set out in the Securities and Exchange Commission and Stock Exchange of Thailand regulations. The Chairman and members of the Audit Committee hold office for a term of three years subject to them meeting the requisite qualifications and remaining as directors of the Company. The Chairman of the Audit Committee may be rotated as deemed appropriate by the Board.

The Audit Committee members listed below were re-elected or elected (as the case may be) for another 3-year term effective October 19, 2020:

Mr. Wattana Chantarasorn

Independent Director / Chairman

Mr. Buranawong Sowaprux

Independent Director / Member

Ms. Prachit Hawat

Independent Director / Member (with accounting and finance background)

Mr. Suwat Srikanapongse is the Audit Committee secretary. Mr. Kriengkrai Srisawat is the Audit Committee coordinator.

Audit Committee Responsibilities

The Board of Directors’ meeting No. 6/2021 held on September 10, 2021 resolved the change in the scope of duties and responsibilities of the audit committee which shall be effective from September 10, 2021.

The audit committee of the company has the scope of duties and responsibilities to the Board of Director on the following matters:

  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 performance of the Company to ensure compliance with the securities and exchange law, regulations of the Exchange or laws relating to the business of the Company;
  4. To consider, select, nominate and recommend remuneration of the Company’s external auditors as well as to attend a non-management meeting with an external auditor at least once a year;
  5. To review the Connected Transactions or the transactions that may lead to conflicts of interests so as 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 review the Company’s risk management process to ensure their effectiveness and compliance with the international standards;
  7. To prepare a report on monitoring activities of the Audit Committee and disclose them in the annual report of the Company, and have such report signed by the chairman of the Audit Committee provided that it shall consist of at least the following information:
    • (a) an opinion on the reliability, completeness and creditability of the Company’s financial report,
    • (b) an opinion on the adequacy on the Company’s internal control system,
    • (c) an opinion on the adequacy on the risk management process implemented by the Company’s management,
    • (d) an opinion on the Company’s compliance with the laws on securities and exchange, the Exchange’s regulations, and the laws relating to the Company’s business,
    • (e) an opinion on the suitability of the nominated external auditors,
    • (f) an opinion on transactions that may lead to conflicts of interests, if any,
    • (g) the number of audit committee meetings, and the attendance at such meetings by each committee member,
    • (h) an opinion or general comment observed by the audit committee from its performance of duties in accordance with the charter, and
    • (i) other transactions, within the scope of duties and responsibilities assigned by the Company’s board of directors, which, according to the audit committee’s opinion, should be disclosed to the shareholders and general investors;
  8. To perform any other tasks assigned by the board of directors and agreed by the Audit Committee;
  9. To report to the Company’s board of director for rectification within the period that the Audit Committee thinks fit if the Audit Committee found or suspected that there is a transaction or any of the following acts which may materially or significantly affect the Company’s financial condition and operating results:
    • (a) a transaction which causes a conflict of interest;
    • (b) any fraud, irregularity, or material defect in an internal control system; or
    • (c) an infringement of the law on securities and exchange, the Exchange’s regulations, or any law relating to the Company’s business.
  10. To review without delay upon receiving a written notification from the external auditor of the discovery of any suspicious circumstances that the director, manager or any person responsible for the Company commits an offence as prescribed by the relevant Securities and Exchange regulations and to report any finding confirming the suspicion of the external auditor, to the board of directors and to request the board of directors to disclose such finding to the Office of the Securities and Exchange Commission and/or the external auditor, or to the Office of the Securities and Exchange Commission and/or the external auditor as required by the Securities and Exchange Act within thirty days.

The Nomination, Remuneration and Performance Evaluation Committee was appointed by the Board of Directors. The Chairman and members of the Nomination, Remuneration and Performance Evaluation Committee will hold office for a term of two years subject to them retaining their position as directors of the Company.

The Nomination, Remuneration and Performance Evaluation Committee members listed below were re-appointed for another 2-year term effective November 29, 2019 or newly appointed for the remaining term of the committee effective November 30, 2020:

Mr. Buranawong Sowaprux

Independent Director, Chairman of Nomination, Remuneration and Performance Evaluation Committee and Member of Audit Committee

Ms. Prachit Hawat

Director and Member of Nomination, Remuneration and Performance Evaluation Committee

Mr. Taweesak Bunluesin

Director and Member of Nomination, Remuneration and Performance Evaluation Committee

Nomination, Remuneration and Performance Evaluation Committee Responsibilities

The scope of duties and responsibilities of the Nomination, Remuneration and Performance Evaluation Committee are, in consultation with the Chairman and the Company’s working team, to nominate and propose to the Board a slate of director candidates for election and propose the Board and to consider setting the structure of directors’ remuneration. The scope of duties and responsibilities are also to assess the performance of the Managing Director, to review the Managing Director’s performance with the Board, and to provide feedback to the Managing Director’s home affiliate regarding such performance during the regular performance appraisal cycle.