Authority, duties, and responsibilities of the board

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 shall emphasize and devote time to the formulation of the corporate vision, mission, strategies,
  policies, and business plans. In addition, they shall pursue helpful information for such formulation; review potential risks; ensure management’s ability to transform such vision, mission, strategies, policies, and key work plans into efficient and effective fruition, complete with competitiveness and proper performance results with due regard for long-term impacts. PTT must conduct business with ethics; respect shareholders’ and stakeholders’ rights with responsibility; steer good corporate citizenship with corporate resilience; and encourage innovation within the company. The Board shall review corporate vision, direction, and strategies annually.
• The Board shall review and endorse the company’s strategies, policies, and business plans in addition to objectives, financial targets, and budgets as well as key resource allocation to enable objective and goal achievement.
• The Board shall regularly provide oversight, control, monitoring, and review of management performance to ensure that they are performing according to the approved business plans in line with the company’s direction and strategy at least annually. To this end, the Board shall advocate corporate culture to achieve the mission, objectives, targets, strategic plans, and business policies.
• The Board shall review and approve significant transactions that create obligations for PTT Group in line with laws, articles of association, policies, regulations, or operational authority, including connected transactions and key transactions. To this end, transaction approval processes shall comply with legal requirements with an emphasis on the optimal interests of shareholders and stakeholders as a whole. The Board shall oversee and resolve potential conflicts of interest and connected transactions.
• The Board shall ensure that the company’s accounting systems, financial reporting, and account auditing are reliable, and the assessment processes for internal control and internal audit are effective and efficient.
• The Board shall establish clear and written policies on principles and business approaches for the Board, management, and employees, including the Corporate Governance Policy, Ethical Standards, Code of Business Ethics, and Internal Control Policy. The Board shall ensure communication among the Board, management, and employees so that they all may be kept thoroughly informed and apply with true understanding; as well as monitor and assess the implementation while regularly reviewing policies and implementation effectiveness.
• The Board shall ensure that potential risk factors are considered and the risk management policies for the whole of PTT are established with regular review. The management is obliged to implement the policies and report the results thereof regularly to the Board. The Board shall review and evaluate the risk management processes and effectiveness of risk management by emphasizing the potential signs or irregularity while seeking potential business opportunities arising from such risks.
• The Board shall establish an appropriate remuneration system or mechanism for management to motivate both short-term and long-term performance.
• The Board shall conduct a self-assessment and the assessment on the performance of each specific committee annually to examine its own performance, and disclose the results in the 56-1 One Report.
• The Board shall assign authority and responsibility to the President & CEO for daily management of PTT’s operations, ensuring that the operations are alignment with strategic plans, business directions, objectives, policies, and budget approved bythe Board. In addition, the President & CEO’s performance shall be appraised on a regular basis .The Board shall review and approve the remuneration of the President & CEO in keeping with PTT’s short-term and long-term performance outcomes.
• The Board shall provide appropriate communication channels for shareholders and the disclosure of information shall be monitored to ensure high standards of accuracy, clarity, transparency, and reliability.
• The Board shall be leaders and role models for excellent performance, compliance with laws and in line with PTT’s principles of good corporate governance, and encourage PTT’s culture underlined by the commitment to business ethics.
• When the company gains sufficient profits and does not retain cumulative loss, the Board shall propose the distribution of dividends for shareholders’ approval at the Shareholders’ Meeting.
• The Board shall set up an appropriate regulatory framework for digital technology development in line with changing internal and external factors, including the use of information technology to increase opportunities and develop operations to achieve PTT’s key goals and objectives.
• The Board shall consider and approve the master plan and annual action plan on digital technology development.