Sub Committee

Position
Director, Independent Director, Chairman of the Audit Committee, Nomination and Remuneration Committee, Chairman of Risk Management Committee

Age : 64 years

Education / Training

  • Master of Business Administration, National Institute of Development Administration (NIDA)
  • Bachelor of Accounting, Bangkok University
  • Certificate Visiting Colleague Program, University of Hawaii at Manao, USA
  • Certificate Advanced Higher Education Management (Class 8), Ministry of University Affairs
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Directors
  • Audit Committee Program (ACP) Class 13/2006, Thai Institute of Directors

Other Current Position(s)

  • Assistant to the Rector / Sripatum University
  • Internal Evaluator / The Commission on Higher Education
  • External Quality Assessment / The Office for National Education Standards and Quality Assessment (Public Organization)
  • Finance and Treasurer Committee / Ethanol and Biodiesel Club of Thailand
  • Financial and Accounting Consultant / Ministry of Finance
  • Director / President Automobile Industries Co., Ltd.
  • Director / Sonic Interfreight Co.,Ltd

Shareholding as of 31 December 2016
None

Position
Vice Chairman of the Board of Directors, Independent Director, Audit Committee, Chairman of the Nomination and Remuneration Committee

Age : 74 years

Education / Training

  • Doctor of Philosophy in Electrical Engineering, Missouri University of Science and Technology, USA
  • Master Degree of Electrical Engineering, Stanford University, USA
  • Bachelor of Engineering in Electrical Engineering (First-Class Honor), Chulalongkorn University
  • Certificate in Regulatory Economics and Processes, University of Florida, USA
  • Certificate in Telecommunications, Southern Alberta Institute of Technology, Canada
  • Director Accreditation Program (DAP) Class 78/2009, Thai Institute of Directors

Other Current Position(s)

  • Council of Kanchanaburi Rajabhat University
  • Vice Rector, Sripatum University
  • The Inspector of National Education Standards and Quality Assessment (Public Organization)
  • Chairman of Self-Assessment Report, Commission on Higher Education.
  • Director, SPUni search Co., Ltd.

Shareholding as of 31 December 2016
None

Position
Director, Independent Director, Audit Committee

Age : 46 years

Education / Training

  • Master of Science in Business Economics, Bentley Graduate School of Business, Massachusetts, USA
  • Master of Business Administration, St. Louis University, USA
  • Bachelor of Business Administration, Assumption University
  • Director Accreditation Program (DAP) Class 78/2009, Thai Institute of Directors

Other Current Position(s)

  • Director, Managing Director / IBUYNOW Co., Ltd.
  • Director, Managing Director / PMD Plus Co., Ltd.

Shareholding as of 31 December 2016
None

Position
Director, Independent Director, Audit Committee, Risk Management Committee

Age : 50 years

Education / Training

  • Master of Laws Program in Business Laws, Ramkhamhaeng University
  • Master of Business Administration, Sripatum University
  • Bachelor of Laws, Ramkhamhaeng University
  • Certificate program in Accounting and Taxation, The Central Tax Count
  • Director Accreditation Program (DAP) Class 78/2009, Thai Institute of Directors

Other Current Position(s)

  • Manager, Lawyer and legal adviser, K & Partner Law Office
  • Director, Managing Director, K & Partner Co., Ltd.
  • Director / President Automobile Industries Co., Ltd.

Shareholding as of 31 December 2016
None

Scope of duties and responsibilities of Audit Committee

  1. Have power to invite the management or the officers of the Company to attend the meeting in order to clarify, provide an opinion, or provide the documents as requested and as necessary.
  2. Consider, select, and nominate an independent person to serve as the Company’s auditor and propose remuneration for such person in order to get an approval from the Company’s shareholders’ meeting, as well as evaluate the performance of the auditor.
  3. Acknowledge other non-audit operations and the remuneration in relation thereto to ensure independence of the auditor.
  4. Consider and make decision in case the management and the auditor have contrasting opinions on the financial reports.
  5. Consider the disclosure of connected transactions or transactions with possible conflict of interest to ensure conformity to the relevant laws and regulations and that the transactions are reasonable with maximum benefit to the Company.
  6. Consider and approve the appointment, removal, transfer or terminate employment, and consider performance of Internal Audit Department.
  7. Consider the reports from Risk Management Committee and discuss with the management on risk management and assessment policy.
  8. Attend joint meeting with the auditor, without the management’s presence, at least once a year.
  9. Consider the financial reports as follows:
    • Review the financial reports and ensure the accuracy and adequacy of the data acknowledged and assessed by the Audit Committee as regards the appropriateness of the accounting principles applied in the annual and quarterly financial reports;
    • Review the accounting issues and important financial reports, including the complex or unusual transactions which require judgment for making decisions;
    • Enquire the management and the auditor about the audit result, the major risks relating to financial reporting
      and the risk mitigation plan;
    • Review the internal control system in relation to the preparation of the financial statements with the auditor and
      the internal auditor.
  10. Consider the internal control system as follows:
    • Review and ensure that the management has determined proper internal control system, internal control of information technology system, and guidelines for communicating the importance of internal control system and risk management system organization-wide;
    • Review and ensure that the management has made remedy and improvement as recommended by the auditor and the internal auditor regarding the internal control.
  11. Consider the internal audit system as follows:
    • Review and approve the Charter of Internal Audit Department, the annual audit plan, and also the personnel and resources necessary for the operations of Internal Audit Department;
    • Review the activity and the operation of the audit and compliance unit to ensure the independence of Internal Audit Department;
    • Review and ensure that the internal audit performance complies with the internal audit standard.
  12. Have power to inspect and make enquiries about any of the following transactions or acts which might have a material effects on the Company’s financial position and operational performance:
    • Transactions with conflict of interest;
    • Fraud or unusual practice or material deficiency in the internal control system;
    • Violation of the law on securities and exchange, regulations of the SET and the laws relevant to the Company’s business.
  13. Monitor compliance with rules and regulations:
    • Consider regularly laws and regulations that have changed and have impacts on the Company’s business operations;
    • Review the results or findings of regulatory bodies and results of remedial actions, and report the same to the Board of Directors;
    • Review the effectiveness of the monitoring system in relation to compliance with relevant laws and regulations and the remedial actions in case of non-compliance.
  14. Monitor compliance with the business ethics and code of conduct for the management and the employees:
    • Review and ensure that the business ethics and code of conducts for the management and the employees and the policy to prevent the conflict of interest have been made available in writing and acknowledged by the management and the employees;
    • Promote operations in compliance with the business ethics and code of conducts as well as the policy to prevent the conflicts of interest.
  15. Other responsibilities:
    • Perform any other act as assigned by the Board of Directors and with consent of the Audit Committee;
    • Review and evaluate the Charter of Audit Committee regularly, as well as propose it for approval by the Board of Directors when there are any changes thereto;
    • Prepare report of Audit Committee, duly signed by the Chairman of Audit Committee, for disclosure in the Company’s annual report, containing at least the following details:
      1. Opinion on the accuracy, completeness and reliability of the Company’s financial report;
      2. Opinion on the adequacy of the Company’s internal control system;
      3. Opinion on the Company’s compliance with the law on securities and exchange, the SET’s regulations and
        the laws relevant to its business;
      4. Opinion on the suitability of the auditor;
      5. Opinion on the transaction with a possible conflict of interest;
      6. Number of the Audit Committee meeting held and attendance by the individual Audit Committee members;
      7. Opinion or overview of observation received by Audit Committee from its performance of duties in accordance with the Charter; and
      8. Other transactions that should be notified to the shareholders and the general investors within the scope of duties and responsibilities designated by the Board of Directors.

Position
Director, Chairman of Executive Committee, Nomination and Remuneration Committee, Risk Management Committee

Age : 38 years

Education / Training

  • Bachelor of Arts (Political Science), Ramkhamhaeng University
  • Risk Management Seminar & Workshop, The Stock Exchange of Thailand
  • Certificate of Audit and Quality Control Program for the Internal Efficiency/ Dharmniti Seminar and Training Co., Ltd.
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Director

Other Current Position(s)

  • Director and Chief Executive Officer / Chow Energy Public Company Limited
  • Director / Vertex Logistics Services Co., Ltd.
  • Director / The Association of Thai Steel Industries

Shareholding as of 31 December 2016
51.00 % (total 408,000,000 shares)

Position
Director, Executive Committee, Chief Executive Officer, Acting for Vice President of Procurement

Age : 42 years

Education / Training

  • Book Keeping and Accountant, London Chamber of Commerce and Industry, United Kingdom
  • Trading Practice Studies, Lee Wai Lee Technical Institute
  • Risk Management Seminar & Workshop, The Stock Exchange of Thailand
  • Director Accreditation Program (DAP) class 28/2004, Thai Institute of Director

Other Current Position(s)

  • Director / Chow Energy Public Company Limited

Shareholding as of 31 December 2016
5.06 % (total 40,500,000 shares)

Position
Director, Executive Director, Vice President of Sales and Marketing

Age : 38 years

Education / Training

  • Bachelor of Science in Business Administration, Suffolk Sawyer School of Management, Suffolk University, USA
  • Risk Management Seminar & Workshop, The Stock Exchange of Thailand
  • Certificate of Audit and Quality Control Program for the Internal Efficiency / Dharmniti Seminar and Training
  • Corporate Governance Program, Department of Business Development, Ministry of Commerce
  • Director Accreditation Program (DAP) class 78/2009, Thai Institute of Director

Other Current Position(s)

  • Director / Chow International Co., Ltd.

Shareholding as of 31 December 2016
5.06 % (total 40,500,000 shares)

Position
Director

Age : - years

Education -

Other Current Position(s) -

Shareholding as of 31 December 2016
None

Position
Executive Committee, Deputy Managing Director, Vice President of Finance and Administration

Age : 37 years

Education / Training

  • Master’s in Business Administration, Thammasat University
  • Bachelor of Economics, Kasetsart University
  • Certificate program of CFO in practice, Class 5, Federation of Accounting Professions Under the Royal Patronage of his Majesty the King

Other Current Position(s)

  • Director, Chow International Co., Ltd.

Shareholding as of 31 December 2016
None

Scope of duties and responsibilities of the Executive Committee

  1. Have power and duty in administering and operating the business as specified by the Board of Directors, or as
    approved by the Board of Directors on a case-by-case basis.
  2. Have power and duty in administering the business of the Company according to the policies and work plans.
  3. Have power as designated by the Board of Directors.
  4. Propose the following matters for prior approval from the Board of Directors:
    • Matters relating to the policies of the Company
    • Matters that, if undertaken, may cause significant change to the Company’s business
    • Matters relating to legal obligations that must be performed by the Board of Directors
    • Matters relating to the regulations that must be observed as required by the Company
    • Matters that the Executive Committee deems appropriate to seek approval case by case; or according to the criteria set out by the Board of Directors
  5. Have power and duty to run planned activities for the success of the Company and achievement of targets including:
    • Formulate and revise strategic objectives, financial plan, and key policies of the Company, and propose them to the Board of Directors for approval.
    • Examine and screen the annual business plan, capital expenditure budget, operational targets, as well as key initiatives, to achieve the set goals, and propose them to the Board of Directors for approval.
    • Examine and screen projects that will have capital expenditure exceeding the amount set by the Board of Directors, and propose them to the Board of Directors for approval.
    • Consider and approve the matters according to its delegation of authority or as authorized by the Board of Directors.
    • Review the power to perform the tasks as listed in the delegation of authority table and propose them to the Board of Directors for approval.
    • Manage and keep balance between short term and long term objectives.
    • Manage human resource development in line with the human resource strategies as endorsed by the Nomination and Remuneration Committee.
    • Monitor and report the performance and progress of work to the Board of Directors in order to accomplish the Company’s objectives.
  6. Consider and examine annual budget allocation before submitting to the Board of Directors for consideration and approval, including the authority to consider and approve an amendment to the annual budget, as an urgent matter,
    during the time no Board of Directors’ meeting will be convened, which must thereafter be reported to the Board
    of Directors at its next meeting.
  7. Approve purchase of scrap as a normal business conduct in amount not exceeding 10,000 tons per item, or not more than 200 million Baht per item, and not exceeding 60,000 tons per month, or not more than 1,200 million Baht per month.
  8. Approved amount of products for common operation is no more than 20,000 metric tons per order and no more
    than 60,000 per month.
  9. Approve an expenditure for buying assets as an investment (including machinery and equipment repairs) other than that identified in the annual budget in amount not exceeding 30 million Baht.
  10. Approve key investment expenditure contained in the annual budget if assigned by the Board of Directors, or as
    approved in principle by the Board of Directors.
  11. Allocate bonus, as endorsed by the Board of Directors, to the staff or employees of the Company or any other persons having worked for the Company.
  12. Appoint or assign a person or persons to act on behalf of the Executive Committee as appropriate, of whom the Board has the authority to revoke, withdraw, change or correct.

Position
Vice Chairman of the Board of Directors, Independent Director, Audit Committee, Chairman of the Nomination and Remuneration Committee

Age : 74 years

Education / Training

  • Doctor of Philosophy in Electrical Engineering, Missouri University of Science and Technology, USA
  • Master Degree of Electrical Engineering, Stanford University, USA
  • Bachelor of Engineering in Electrical Engineering (First-Class Honor), Chulalongkorn University
  • Certificate in Regulatory Economics and Processes, University of Florida, USA
  • Certificate in Telecommunications, Southern Alberta Institute of Technology, Canada
  • Director Accreditation Program (DAP) Class 78/2009, Thai Institute of Directors

Other Current Position(s)

  • Council of Kanchanaburi Rajabhat University
  • Vice Rector, Sripatum University
  • The Inspector of National Education Standards and Quality Assessment (Public Organization)
  • Chairman of Self-Assessment Report, Commission on Higher Education.
  • Director, SPUni search Co., Ltd.

Shareholding as of 31 December 2016
None

Position
Director, Independent Director, Chairman of the Audit Committee, Nomination and Remuneration Committee, Chairman of Risk Management Committee

Age : 64 years

Education / Training

  • Master of Business Administration, National Institute of Development Administration (NIDA)
  • Bachelor of Accounting, Bangkok University
  • Certificate Visiting Colleague Program, University of Hawaii at Manao, USA
  • Certificate Advanced Higher Education Management (Class 8), Ministry of University Affairs
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Directors
  • Audit Committee Program (ACP) Class 13/2006, Thai Institute of Directors

Other Current Position(s)

  • Assistant to the Rector / Sripatum University
  • Internal Evaluator / The Commission on Higher Education
  • External Quality Assessment / The Office for National Education Standards and Quality Assessment (Public Organization)
  • Finance and Treasurer Committee / Ethanol and Biodiesel Club of Thailand
  • Financial and Accounting Consultant / Ministry of Finance
  • Director / President Automobile Industries Co., Ltd.
  • Director / Sonic Interfreight Co.,Ltd

Shareholding as of 31 December 2016
None

Position
Director, Nomination and Remuneration Committee

Age : 41 years

Education / Training

  • Master of Science in Computer Information System, Boston University, USA
  • Master of Science in Actuarial Sciences Concentration in Mathematical Finance, Boston University, USA
  • Bachelor of Business Administration (Finance and Banking), Thammasat University
  • Bachelor of Laws, Ramkhamhaeng University
  • Certificate in Internet Law, Harvard University, USA
  • Certificate Ceremony of Participants in Patent Agent Training, Department of intellectual Property
  • Certificate Lawyer in Intellectual Property Rights, The Central Intellectual Property and Internal Trade Cout
  • Certificate in Arbitration and Mediation of disputes about the Property litigation
  • Director Accreditation Program (DAP) class 50/2006, Thai Institute of Directors

Other Current Position(s)

  • Director/ Intellectual Property Management Co., Ltd.
  • Subcommittee of trademark Appeal Board, Ministry of Commerce
  • Independent Director, and Audit Committee / Major Development Public Co., Ltd.
  • Director, Managing Director / Manomont Real Estate Co., Ltd.
  • Director, Managing Director / Lewmonomont International Law Office (LILO) Co., Ltd.
  • Director / Chow Energy Co., Ltd.

Shareholding as of 31 December 2016
None

Position
Director, Chairman of Executive Committee, Nomination and Remuneration Committee, Risk Management Committee

Age : 38 years

Education / Training

  • Bachelor of Arts (Political Science), Ramkhamhaeng University
  • Risk Management Seminar & Workshop, The Stock Exchange of Thailand
  • Certificate of Audit and Quality Control Program for the Internal Efficiency/ Dharmniti Seminar and Training Co., Ltd.
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Director

Other Current Position(s)

  • Director and Chief Executive Officer / Chow Energy Public Company Limited
  • Director / Vertex Logistics Services Co., Ltd.
  • Director / The Association of Thai Steel Industries

Shareholding as of 31 December 2016
51.00 % (total 408,000,000 shares)

Scope of duties and responsibilities of the Nomination and Remuneration Committee

  1. Provide recommendation to the Board of Directors in determination of remuneration for Chairman, directors, Chairman of the Audit Committee, members of the Audit Committee and sub-committees (if any) (for proposal to the shareholders’ meeting for approval later).
  2. Set up remuneration rate policy and conditions for employing the executives from the level of vice president and higher.
  3. Consider and determine qualifications and suitability of person suitable for nomination as an executive from the level of vice president and higher.
  4. Determine and make recommendations to the Board of Directors and monitor the operations in line with the vision and human resources strategies as well as executive development plan.
  5. Select and nominate persons suitable for nomination as a director for the first time; consider performance, qualifications and suitability of the director who has completed his term of service and should be re-nominated for the Board of Directors’ consideration and approval; and propose the name to the shareholders’ meeting for appointment as the Company’s director.

Position
Director, Independent Director, Chairman of the Audit Committee, Nomination and Remuneration Committee, Chairman of Risk Management Committee

Age : 64 years

Education / Training

  • Master of Business Administration, National Institute of Development Administration (NIDA)
  • Bachelor of Accounting, Bangkok University
  • Certificate Visiting Colleague Program, University of Hawaii at Manao, USA
  • Certificate Advanced Higher Education Management (Class 8), Ministry of University Affairs
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Directors
  • Audit Committee Program (ACP) Class 13/2006, Thai Institute of Directors

Other Current Position(s)

  • Assistant to the Rector / Sripatum University
  • Internal Evaluator / The Commission on Higher Education
  • External Quality Assessment / The Office for National Education Standards and Quality Assessment (Public Organization)
  • Finance and Treasurer Committee / Ethanol and Biodiesel Club of Thailand
  • Financial and Accounting Consultant / Ministry of Finance
  • Director / President Automobile Industries Co., Ltd.
  • Director / Sonic Interfreight Co.,Ltd

Shareholding as of 31 December 2016
None

Position
Director, Independent Director, Audit Committee, Risk Management Committee

Age : 50 years

Education / Training

  • Master of Laws Program in Business Laws, Ramkhamhaeng University
  • Master of Business Administration, Sripatum University
  • Bachelor of Laws, Ramkhamhaeng University
  • Certificate program in Accounting and Taxation, The Central Tax Count
  • Director Accreditation Program (DAP) Class 78/2009, Thai Institute of Directors

Other Current Position(s)

  • Manager, Lawyer and legal adviser, K & Partner Law Office
  • Director, Managing Director, K & Partner Co., Ltd.
  • Director / President Automobile Industries Co., Ltd.

Shareholding as of 31 December 2016
None

Position
Director, Chairman of Executive Committee, Nomination and Remuneration Committee, Risk Management Committee

Age : 38 years

Education / Training

  • Bachelor of Arts (Political Science), Ramkhamhaeng University
  • Risk Management Seminar & Workshop, The Stock Exchange of Thailand
  • Certificate of Audit and Quality Control Program for the Internal Efficiency/ Dharmniti Seminar and Training Co., Ltd.
  • Director Accreditation Program (DAP) Class 28/2004, Thai Institute of Director

Other Current Position(s)

  • Director and Chief Executive Officer / Chow Energy Public Company Limited
  • Director / Vertex Logistics Services Co., Ltd.
  • Director / The Association of Thai Steel Industries

Shareholding as of 31 December 2016
51.00 % (total 408,000,000 shares)

Scope of duties and responsibilities of the Risk Management Committee

  1. Set out risk management policy and submit to the Board of Directors for consideration in relation to overall risk management, such as strategic risks, liquidity risks, credit risks, marketing risks, operational risks, or other risks that may be significant to the Company.
  2. Set out strategies for the structure and resources to be used for risk management in accordance with risk management policy of the steel industrial sector so as to effectively analyze, assess, measure and monitor the risk management procedures.
  3. Set out risk limits in important different dimensions for the Board of Directors’ consideration.
  4. Oversee, review and recommend to the Board of Directors concerning the risk management policy, standard practices, strategies and overall risk measurement to ensure that the risk management strategies are implemented adequately.
  5. All members of the Risk Management Committee shall have the duty to attend the meeting. They may be present in person at the meeting or participate by teleconference.
  6. The Risk Management Committee may invite outsiders to join the meeting as necessary. The persons must be related to, or in charge of the matter for consideration at the meeting.