Authority of the Board:
• The Board is authorized to supervise and manage PTT under applicable laws, objectives, articles of association,and resolutions of shareholders’ meetings.
• The Board is to elect one director to serve as Chairman, and, if appropriate, one Vice Chairman or more.
• The Board is to elect one director to serve as President & CEO and Secretary of the Board as appropriate.
Duties and Responsibilities of the Board
The Board is to:
• Carry out its duties under PTT’s Articles of Association and ensure that management of PTT complies with applicable laws, objectives, Articles of Association and resolutions of shareholders’ meetings.
• Define PTT’s vision, directions, strategies, policies and major plans, including considering the potential risks to ensure that management can effectively put plans into practice.
• Endorse PTT’s major strategies and policies, including objectives, financial targets and operating plans, budget, as well as monitor and ensure plan implementation and budgeting.
• Institute systems for corporate accounting, financial reporting and auditing, and institute efficient and effective internal control and internal audit systems.
• Supervise and remedy problems arising from conflicts of interest and connected transactions.
• Define comprehensive risk management guidelines and ensure an efficient risk management system or process is in place.
• Ensure a suitable compensation system or mechanism for senior management to induce short-term
and long-term motivation.
• Assess the performance of the President & CEO and decide suitable compensation.
• Ensure suitable communicating channels with each group of shareholders and stakeholders.
• Ensure accurate, clear, transparent, reliable, and high-quality disclosure of information.
• Show leadership and lead by example.