About AIT

Board of Directors

Mr. Thana Chaiprasit
Chairman of the Board
Mr. Siripong Oontornpan
President, Director
Mr. Chokechai Tanpoonsinthana
Chairman of the Audit Committee, Independent Director
Mr. Pongthep Polanun
Vice Chairman of the Board, Independent Director / Member of the Audit Committee
Mr. Sripop Sarasas
Member of the Audit Committee, Independent Director
Mr. Suraporn Raktaprachit
Director
Mr. Kijja Laoboonchai
Director
Mr. Thanarak Phongphatar
Independent Director
Mr. Kittisak Sopchokchai
Director
Mr. Pisak Charudilaka
Director
Mr. Chodiwat Duntanasarn
Director
Mr. Voravit Wattanakuljarus
Company Secretary

Corporate Secretary: Mr. Voravit Wattanakuljarus

The Company’s authorized Directors consisted of Mr. Siripong Oontornpan signs with Mr. Suraporn Raktaprachit or Mr. Kijja Laoboonchai cosign with the Company’s seal affixed.

Definition of an Independent Director

Independent Directors are defined as Directors who do not hold any management position and are not employees of the Company or Subsidiary. They must additionally be independent of any major shareholders, management, and of any other related persons - and they must have the responsibility to determine if there is anything that may affect the equitable treatment of Shareholders. The qualifications to be an Independent Director are as follows:

  • Holds not more than 1% of the total voting shares of AIT, its parent company, its subsidiaries, its associated companies, major shareholders or a controlling person - including stocks that held by related persons of the Independent Director;
  • Holds not more than 1% of the total voting shares of AIT, its parent company, its subsidiaries, its associated companies, major shareholders or a controlling person - including stocks that held by related persons of the Independent Director;
  • Is not be a person that related to blood or legal registration, such as father, mother, spouse, sibling or child, including a spouse of the children, managements, major shareholders, controlling persons, or persons to be nominated as management or a controlling person of AIT or its subsidiaries;
  • Has not, or has not had a business relationship with AIT, its parent company, its subsidiaries, its associated companies or a controlling persons in the manner that may interfere with their independent judgement, or is not, or has not ever been, a major shareholders, managements or controlling persons of any person having a business relationship with AIT, its parent company, its subsidiaries, its associated companies or controlling person unless the foregoing relationship has been ended at least 2 years;
  • Has not, or has not ever been, an auditor of AIT, its parent company, its subsidiaries, its associated companies or a controlling persons and is not a major shareholders, non-independent directors, managements, controlling persons or partner of an audit firm which employs auditors of AIT, its parent company, its subsidiaries, its associated companies or a juristic person who may have a conflict of interest unless the foregoing relationship has been ended for at least 2 years;
  • Has not, or has not ever been, any professional advisor including legal or financial advisor who received an annual service fee exceeding Baht 2 million from AIT, its parent company, its subsidiaries, its associated companies or a controlling persons, and is not a major shareholders, non-independent directors, managements, controlling persons or partner of the professional advisor unless the foregoing relationship has been ended for at least 2 years;
  • Does not represent as an AIT Board Member or its major shareholders or a shareholders who related to major AIT shareholders;
  • Does not operate any business similar to, or materially competing with AIT or its subsidiaries or not being a material partner in any partnership, executive director, employee, staff, advisor who receives salary or holds more than 1% of total voting shares of the Company which operates similar to, or materially competing business with AIT or its su
  • Has no characteristics which make incapable of expressing independent opinions with regard to the AIT business.

Note: A holding of no more than 1% of total voting shares of AIT is in compliance with the minimum rules of stock holding as an Independent Director by the Securities and Exchange Commission and the Stock Exchange of Thailand.

Authority, Duties and Responsibilities of the Board of Directors

  • Performs its duties with honesty, integrity and prudence, in accordance with the law, the Company’s objectives and Articles of Association, and all resolutions of the Annual General Shareholders Meeting in order to carefully protect the Company’s interests.
  • Determines the Company’s policies, objectives, direction, business plans, and budgets including the supervision and management of the Company executives in accordance with the agreed business policies. The exception to this is those matters which legally require prior approval at the Annual General Shareholders Meeting before they may be implemented, such as for example: an increase/decrease in share capital; the issuance of debentures; the sale or transfer of the whole or 38 Annual Report 2016 part of the Company’s business to others; the purchase/transfer of another business or other company to become an asset of the Company; or an amendment of the Memorandum of Association or Articles of Association.
  • The Board of Directors may appoint certain directors to form a part of a sub-committee as deemed appropriate, such as to the Executive Board Committee, the Audit Committee, or the Nomination and Remuneration Committee in order to perform their duties as given by the Board of Directors. The Board of Directors shall appoint the Chairman of each respective Committee and shall report such appointments to the Annual General Shareholders Meeting.
  • The Board of Directors may appoint any person to perform specific tasks under the supervision of the Board of Directors or render the authority to such a person as deemed appropriate within an appropriate time period. The Board of Directors may cancel, revoke, change or amend any authority given.
  • The Board of Directors shall select a director to be the Chairman of the Board and shall select one or more directors to be Vice Chairman of the Board and to select a director to be the President of the Company. The Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
  • Appoint a director to be designated as one of the Company’s authorized signatories and the Board of Directors has the authority to determine or revise/change the list of authorized signatories in which the Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
  • Appoint and consider the compensation package and the terms & conditions of the employment of the President.
  • Appoint and consider the compensation of directors appointed to a Committee as well as other persons selected by the Board of Directors to perform the duties under the supervision of the Board of Directors. The Board of Directors shall report on these matters to the Annual General Shareholders Meeting.
  • Approve quaterly and annual financial statements in order to present to the shareholders at the Annual General Shareholders Meeting.
  • Arrange for the Annual General Shareholders Meeting as well as any Extraordinary General Meetings as required under the regulations as stated in the company’s Articles of Association.
  • The Board of Directors shall convene for meeting at least once every quarter or as per the regulations as stated in the Company’s Articles of Association.
  • Determine the Company’s direction and strategic plan, and control and regulate the plan to be implemented efficiently and effectively.
  • Set out the Company’s policies and procedures in all aspects to ensure the Company’s operation is in full compliance with the law, regulations and resolutions of the Annual General Shareholders Meeting; and as importantly the Company Code of Ethics.
  • Create the Company’s control systems in order to maintain creditability and confidence; and ensure that the Company operationally complies with the law, shareholders’ expectations, and stakeholders’ concerns.
  • Control, regulate, and evaluate the management team’s performances as well as the Company’s performance.
  • Ensure that management has in place risk management policies, processes and controls, as well as an appropriate internal control system. /li>