Charter
Executive Committee's Charter
Scope of Duties and Responsibilities
- The Committee is responsible for ensuring that the management operates in accordance with the policies, vision, and objectives of the Company, both in the short and long term. This includes reviewing and establishing important policies, regulations, and practices to ensure that the Company's management is efficient and aligned with risk management policies, as well as compliance with anti-corruption policies and corporate governance, to ensure that the Company conducts transparent and non-conflicting with anti-corruption policies.
- The Committee has the authority to direct, plan, and establish policies and business strategies for the Company in accordance with the policies or business plans approved or established by the Board of Directors.
- Proposing investment plans and/or funding for the Company, for consideration and approval by the Board of Directors and/or shareholders' meetings, as applicable.
- Defining policies, business plans, and business operation strategies for the Company within the scope of objectives.
- Approve the capital expenditure for investments as stipulated in the annual budgeting approved by the Board of Directors or as per the principles approved by the Board of Directors.
- Have the authority as per the approved mandates by the Board of Directors.
- Have the authority to engage in buying, selling, acquiring, leasing, renting, lease-purchasing, holding rights, possessing, upgrading, utilizing, or managing any assets, as well as investments, according to the plans approved by the Board of Directors.
- Have the authority to approve the purchase of assets or payments related to the Company's operations under contracts and agreements with counterparties, with details according to the mandates defined by the Board of Directors.
- Within the budget allocated by the Board of Directors, the Committee has the authority to approve purchases, contracts, leases, lease-purchases, or investments, and to carry out any necessary expenses for the Company's operations, with details according to the mandates defined by the Board of Directors.
- Within the budget allocated by the Board of Directors, the Committee has the authority to approve loans, overdrafts from banks, other legal entities, or financial institutions for the benefit of the Company's operations, with details according to the mandates defined by the Board of Directors.
- Have the authority to consider setting employee benefits in line with the economic situation and status.
- Undertake other activities to support the operations or as assigned by the Board of Directors on a case-by- case basis.
- Monitor the risk management performance from the risk management committee on a quarterly basis.
Furthermore, the delegation of the duties and responsibilities shall not include the
authority and/or delegation of authority during the approval of any transactions in which
they or the authorized persons, or individuals who may have a conflict of interest (as
defined in the Securities and Exchange Commission regulations), have a direct or indirect
interest or benefit of any conflicting nature with the Company. The approval of such
transactions of this nature shall be submitted to the Board of Directors and/or the
Shareholders' Meeting (as applicable) for consideration and approval, as required by the
Company's bylaws or relevant laws and regulations.
Meeting
- The Committee must hold meetings at least once every quarter and may convene additional meetings as necessary and appropriate considering business circumstances.
- The Chairman of the Committee shall determine and convene the meetings.
- The meetings must have a quorum, which consists of at least half of the total number of members, to be considered officially convened. The Chairman of the Committee shall preside over the meetings.
- The Committee may invite members of the Risk Management Committee, managements, and employees of the Company to attend meetings for discussions and clarifications on relevant matters.
- The Committee must hold joint meetings with representatives from the Executives Committee of the parent company at least once every quarter to collectively review and acknowledge the financial reports, internal control systems, internal audit systems, and risk management of the Company, to ensure their appropriateness and sufficiency.
- Managements and/or employees attending meetings related to relevant matters shall be assigned by the Chairman of the Committee to record and prepare meeting reports for the Committee’ review and signature.
- Resolutions passed at meetings shall be decided by a majority vote of the attending committee members, with each member having one vote. In case of a tie, the Chairman of the meeting shall cast an additional deciding vote.
Reporting by the Committee
- Committee has a responsibility to report to the Board of Directors of the Company. The Committee must regularly submit summary reports on the overall operations and significant activities to the Board of Directors quarterly.
