Sub-Committees

Thaicom strives to be a leading Asian satellite operator by connecting people through digital innovations and creating value for all stakeholders.

 
 

The Audit Committee consists of 4 independent directors all of whom meet the criteria set out by the Securities and Exchange Commission or the Stock Exchange of Thailand.

Member Position
Prof. Hiran Radeesri Chairman of the Audit Committee and Independent Director
Mrs. Charintorn Vongspootorn Member of Audit Committee and Independent Director
Prof. Samrieng Mekkriengkrai Member of Audit Committee and Independent Director
Mrs. Patareeya Benjapolchai Member of Audit Committee and Independent Director


Professor Hiran Radeesri and Mrs. Charintorn Vongspootorn have the prerequisite knowledge and experience to review and audit the Company’s financial statements.

The Audit Committee performs its duties in accordance to the regularly reviewed and updated regulations set forth below:

  • To ensure that the company has accurate, complete and credible financial reports;
  • To ensure that the Company has appropriate and effective internal control systems and internal auditing activities, the Audit Committee shall consider the independence of the internal audit department, including consent to the appointment, rotation, promotion, and termination of the department head and others who are responsible for internal audit activities;
  • To ensure that the Company complies with the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC) as well as all rules and regulations related to the Company’s business;
  • To select and propose independent persons who will be the Company’s external auditor and propose his or her compensation, the Audit Committee also conducts meetings with the external auditor without management attending at least once a year;
  • To consider connected transactions or transactions that may lead to conflicts of interest whether it complies with all rules and regulations of the SET and SEC and ensure the transactions are appropriate and provide the best interest to the Company;
  • To consider the disclosure of Company information in cases where conflicts of interest may be questionable, and to ensure complete and correct reporting;
  • To assure that the company has appropriate and effective risk management processes;
  • Implement a process to receive information from employees on illegal activities or questionable entries in the Company’s balance sheets and accounts
  • Review and has overview of improvement of internal control systems on the preparation of the Company’s financial reports to ensure accuracy
  • To prepare the Audit Committee’s report and disclosure in the Company’s annual report. The report must be signed by the Chairman of the Audit Committee and include at least the following comments:
    1. Accurateness, completeness and credibility of the Company’s Financial Report
    2. Adequacy of the Company’s internal control system
    3. Compliance with the laws of SEC, SET and regulations and other laws relevant to the Company’s business
    4. Suitability of the external auditor
    5. Transactions that may cause conflicts of interest
    6. Number of committee meetings and attendance of each member
    7. Other concerns that have arisen as the audit committee performed its duties as defined in the committee’s charter
    8. Anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board of Directors.
  • To report activities of the Audit Committee to the Board of Directors at least 4 times a year;
  • To have authority to hire independent consultants or professionals when needed;
  • To have authority to invite executives, managers or employees to attend meetings for discussion or answers to the Audit Committee’s questions;
  • To review scope, authority and responsibility and conduct self-evaluation on an annual basis;
  • To carry out any assignment by the Board of Directors that is agreed upon by the Audit Committee;
  • In carrying out the Audit Committee duties and responsibilities, if there are unusual transactions or the following activities which may have material impact on the financial position and operating results of the Company, the Audit Committee must report to the Board of Directors to take corrective action within a reasonable period of time;
    1. Conflict of interest transactions
    2. Fraud or unusual transactions or significant deficiency in the internal control system
    3. Violations under the laws of the SEC or SET, or regulations or other laws relevant to the Company’s business.

    Any Audit Committee member may report such transactions or activities to the SEC and SET if the Board of Directors or management fails to take corrective action within a reasonable period of time;
  • In case the auditor discovers any suspicious activities or irregularities performed by a director, manager or any person responsible for the operation of the Company, the Auditor will report to the Audit Committee and the Audit Committee will investigate such activities without delay. The Audit Committee shall report the preliminary inspection results to the SEC office and the auditor within 30 days from the notification date of the auditor. The circumstances that shall be reported and the procedures for acquiring the facts related to such circumstances shall comply with the notifications of the Capital Market Supervisory Board.
  • The Audit Committee shall perform a performance self-evaluation and present the results of that evaluation to the Company’s Board of Directors
  • Members of the Audit Committee should undergo continuing training and education related to the duties and responsibilities of the Audit Committee to ensure that its members are up to date on the latest corporate governance issues, rules, and regulations.

The Compensation Sub-Committee shall consist of three members, including the Committee Chairman and two additional committee members. The Committee Chairman and one other member must be independent directors, while the third member of the committee must not be a member of the Company’s management.

Member Position
Mrs. Charintorn Vongspootorn Chairman of the Committee
Prof. Samrieng Mekkriengkrai Member
Mr. Philip Chen Chong Tan Member


Committee Members resigned in 2012: Mr. Paron Israsena.

On 22 March, 2012, Mr. Paron Israsena resigned as the Chairman of the Compensation Committee in keeping with Good Corporate Governance guidelines which state that the Chairman of the Company’s Board of Directors should not hold any position on Company sub-committees. The Board of Directors appointed Mrs. Charintorn Vongspootorn as the Chairman of the Committee to replace Mr. Paron Israsena, and the Board also appointed Associate Professor Samrieng Mekkriengkrai, an independent director, as a member of the Compensation Committee.

The Compensation Committee’s scope of work and responsibilities are:

  • Fix appropriate remuneration both monetary and non-monetary in order to be an incentive for members of the Board of Directors, the Committee and high level executives to remain with the Company
  • Consider and approve the EV Bonus Plan (Economic Value Bonus Plan) and prescribe criteria for implementation of the EV Bonus Plan including consideration and the allocation of annual EV Bonus to the Company’s executives and submit its recommendations to the Board of Directors for approval;
  • Supervise the implementation of the EV Bonus Plan and to give final determination in case there are problems or controversies in the implementation of the EV Bonus Plan and report to the Board of Directors;
  • Consider and approve the annual remuneration of directors and submit its recommendation to the Board of Directors and for the Shareholders’ Meeting for approval;
  • Should there be a proposal to sell new shares (or Company Warrants) to members of the Board, Management or employees of the Company, the Compensation Committee should review the guidelines for such a scheme to ensure that they are suitable and sufficiently attractive to serve as an incentive for management and employees to do their best to create added value for the Company’s shareholders over the long-term, and to ensure that the scheme is of sufficient interest to entice top performers to remain with the Company, while at the same time, the scheme must be fair for shareholders. Additionally, a member of the management team or a Company employee should be awarded more than 5% of the total number of shares or warrants to be made available, the Compensation Committee must judge as to whether such an award is justified and must agree with the decision. In any case, no member of the Compensation Committee may vote on the issue if such member stands to gain more than 5% of the allotted warrants or shares.
  • Prescribe criteria and policy for determining the remuneration of the Board for the Board of Directors’ or the Shareholders’ consideration, as the case may be;
  • The Committee is responsible to the Board of Directors and has a duty to provide reasons/answers relating to the remuneration of directors at the Shareholders’ Meeting;
  • Consider and approve the evaluation of performance for determining the annual EV Bonus of the Company’s CEO and submit its recommendation to the Board of Directors for approval;
  • Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations;
  • Review and assess the adequacy of the Charter of the Compensation Committee and recommend to the Board of Directors if any change or amendment is needed;
  • Report the performance of important tasks to the Board of Directors on a regular basis and important issues for the Board of Directors’ knowledge;
  • Report on the work performed over the past year in accordance with this policy to the Company’s shareholders in the Company’s annual report, or answer questions from shareholders at the annual general shareholders meeting
  • Require the management, executives or concerned persons to give opinions, information or to participate in meetings;
  • Carry out any other duties assigned by the Board of Directors.

The Governance and Nomination Committee is composed of three members. The Chairman of the Committee and one other member must be independent directors, while the third member may not be a member of the Company’s Management team.

Member Position
Mrs. Patareeya Benjapolchai Chairman of the Committee
Prof. Samrieng Mekkriengkrai Member
Mr. Philip Chen Chong Tan Member


Committee Members resigned in 2012: Mr. Paron Israsena.

On 22 March, 2012, Mr. Paron Israsena resigned as the Chairman of the Governance and Nomination Committee in keeping with Good Corporate Governance guidelines which state that the Chairman of the Company’s Board of Directors should not hold any position on Company sub-committees. The Board of Directors appointed Mrs. Charintorn Vongspootorn as the Chairman of the Committee to replace Mr. Paron Israsena, and the Board also appointed Associate Professor Samrieng Mekkriengkrai, an independent director, as a member of the Governance and Nomination Committee.

The Committee’s scope of work and responsibilities are:

  • Lay down policy on compliance with good corporate governance, review annually the Company’s Corporate Governance Policy and recommend any amendments or revisions for the consideration of the Board of Directors
  • Prescribe the criteria and policy on the nomination of members of the Board of Directors and of the Board’s committees;
  • Consider the nomination of directors from qualified candidates and recommend to the Board of Directors or the Shareholders, as the case may be;
  • Nominate qualified persons for the post of Executive Chairman in the case of vacancy and consider the criteria for succession with regard to high level executive positions and submits to the Board of Directors for appointment;
  • Nominate qualified persons to the posts of members and chairmen of the Board’s committees for the Board’s consideration;
  • Nominate qualified persons to be appointed as directors of the subsidiaries, affiliates and joint ventures;
  • Carry out the annual evaluation of the performance of the Board of Directors, the Board’s committees (including its own performance) and of each member of the Board of Directors, review the result of the evaluation of each of the Board’s committees and report to the Board of Directors;
  • Engage consultants or independent persons to give opinions or advice as necessary and in accordance with the Company’s regulations;
  • Review and assess the adequacy of the charter of the Governance and Nomination Committee and recommend to the Board of Directors if any change or amendment is needed;
  • Report the performance of important tasks to the Board of Directors on a regular basis and important issues for the Board of Directors’ knowledge;
  • Carry out any other duties assigned by the Board of Directors
Member Position
Mr. Prasert Bunsumpun Chairman of the Executive Committee
Mr. Paiboon Panuwattanawong Member
Mr. Kwek Buck Chye Member
Mr. Anek Pana-apichon Member
Mr. Patompob Suwansiri Member
Mr. Philip Chen Chong Tan Member


The Executive Committee has the following duties and responsibilities:

  • Formulate the Company’s strategic direction, management structure, and annual business plan and budget for the Board of Directors’ approval;
  • Manage the Company’s business operations in order to achieve the planned objectives and targets;
  • Supervise and monitor the operating results and financial standing of the Company and report the business performance together with the remedial actions to be taken in case the business performance of the Company fails to meet the target to the Board of Directors every month;
  • Identify and evaluate new business opportunities;
  • Review and make recommendations to the Board of Directors regarding the Company’s dividend policy;
  • Review and approve all transactions concerning investments and disposal of assets, human resource management, finance and treasury, general administration and any other transactions related to the Company’s business within the limits of authority granted by the Board of Directors;
  • Review matters that require the Board of Directors’ approval and make appropriate recommendations with the exception of activities that have been delegated to other Board Sub-committees;
  • Consider and review the Company’s risk management and control system;
  • The Committee may delegate its authority to any member of the management or staff as it deems appropriate. However, such authority does not permit the Committee or appointed persons to approve any transaction between them or related persons having mutual benefits or conflicts of interest (as prescribed in the Company’s Articles of Association and Notifications of the Securities Exchange Commission). The approval for transactions shall be in accordance with the policies and principles already determined by the Board and regulatory bodies;
  • Engage consultants or independent persons to provide opinions or advice if necessary;
  • The Committee may ask members of the management or other persons to attend its meetings or provide pertinent information as necessary;
  • Report to the Board of Directors on a monthly basis regarding the material actions taken by the Committee under the CEO Report agenda;
  • Annually review its own performance and assess the adequacy of the charter of the Executive Committee, which may be done in conjunction with the annual evaluation of the Board and its other committees, conducted under the oversight of the Governance and Nomination Sub-Committee;
  • Take any other action or assume any other powers and responsibilities that may from time to time be assigned or delegated to the Committee by the Board of Directors;
  • The Executive Committee has the authority to approve financial transactions up to Baht 400 million. This includes general expenses in normal business operations, project investment, capital asset or fixed asset investments. Exceptions to this are transactions of tax payments that are not import taxes, satellite insurance premium payments, and revenue sharing payments that are part of the Company’s operating contracts, borrowings and early repayments, lending, credit line facilities, debt instrument offerings, guarantees, loans or credit guarantees, money deposits and withdrawal, and foreign exchange and interest rate risk hedging instruments. The limits on its authority to approve these issues per each transaction are set at Baht 1 billion and Baht 800 million, respectively. However, in the acquisition or sale of assets, or any financial aids to related companies, it must act as prescribed in the Announcement of the Stock Exchange of Thailand.

The Executive Committee may delegate power to managerial employees to approve one or more such financial transactions according to the Executive Committee’s discretion. The delegation shall not include power to execute conflict of interest or transactions in the Company or subsidiaries as prescribed in the Company’s Articles of Association or as regulated by the Securities and Exchange Commission or the Stock Exchange of Thailand, except in cases which are in compliance with the policies or criteria approved by the Board of directors.

Investor Kits

Investor kit documents include annual report, financial statement, MD&A and opportunity day presentation are available online.