The Board of Directors

The Board of Directors

Full Name Position
1. Mr. Thana Chaiprasit
  • Chairman of the Board
  • 2. Mr. Pongtep Polanun
  • Vice Chairman and Independent Director
  • 3. Mr. Siripong Oontornpan
  • Director and President
  • 4. Mr. Chokechai Tanpoonsinthana
  • Independent Director
  • 5. Mr. Sripop Sarasas
  • Independent Director
  • 6. Mr. Thanarak Phongphatar
  • Independent Director
  • 7. Mr. Kittisak Sopchokchai
  • Director
  • 8. Mr. Pisak Charudilaka
  • Director
  • 9. Mr. Suraporn Raktaprachit
  • Director
  • 10. Mr. Kijja Laoboonchai
  • Director
  • 11. Mr. Chodiwat Duntanasarn
  • Director
  • Corporate Secretary: Mr. Voravit Wattanakuljarus

    The Company's authorized signatories consist of Mr. Siripong Oontornpan jointly signing with Mr. Suraporn Raktaprachit or Mr. Kijja Laoboonchai and with the Company's Seal affixed.

    Definition of an Independent Director

    Independent Directors are defined as Directors who do not hold any management position and are not employees of the Company or Subsidiary. They must additionally be independent of any major shareholders, management, and of any other related persons - and they must have the responsibility to determine if there is anything that may affect the equitable treatment of Shareholders. The qualifications to be an Independent Director are as follows:

    1. Holds no more than 1% of the total voting stock of AIT, its parent company, its subsidiaries, its associated companies, major shareholders or a controlling person - including stocks held by connected persons of the Independent Director;
    2. Is not, or has not ever been, an executive director, employee, staff member, or advisor who received a salary or a controlling person of AIT as follows; its parent company, its subsidiaries, its associated companies, its same-level subsidiaries, major shareholders or controlling persons of AIT unless the foregoing status has been ended for at least 2 years. This shall not include the Independent Director who was a government official or advisor of a government agency which was a major shareholder or acted as controlling persons of AIT;
    3. Is not a person related by blood or legal registration, such as father, mother, spouse, sibling or child, including a spouse of the children, management, major shareholders, controlling persons, or persons to be nominated as management or a controlling person of AIT or its subsidiaries;
    4. Has not, or has not had, a business relationship with AIT, its parent company, its subsidiaries, its associated companies or a controlling person, in the manner that may interfere with their independent judgment, or is not, or has not ever been, a major shareholder, management or controlling persons of any person having a business relationship with AIT, its parent company, its subsidiaries, its associated companies or controlling person unless the foregoing relationship has been ended for more than 2 years;
    5. Is not, or has not ever been, an auditor of AIT, its parent company, its subsidiaries, its associated companies or a controlling person and is not a major shareholder, non-independent director, management, controlling persons or partner of an audit firm which employs auditors of AIT, its parent company, its subsidiaries, its associated companies or a juristic person who may have a conflict of interest unless the foregoing relationship has been ended for at least 2 years;
    6. Is not, or has not ever been, any professional advisor including legal or financial advisor who received an annual service fee exceeding 2 million Baht from AIT, its parent company, its subsidiaries, its associated companies or a controlling person, and is not a major shareholder, non-independent director, management, controlling persons or partner of the professional advisor unless the foregoing relationship has been ended for at least 2 years;
    7. Does not represent an AIT Board Member or its major shareholder or a shareholder who is related to an major AIT shareholder;
    8. Does not run any business similar to, or materially competing with AIT or its subsidiaries or not being a material partner in any partnership, executive director, employee, staff, advisor who receives salary or holds more than 1% of total voting stock of the company which runs similar to, or materially competing business with AIT or its subsidiaries;
    9. Have no characteristics which make him incapable of expressing independent opinions with regard to the AIT business.

    Note: A holding of no more than 1% of total voting stock of AIT is in compliance with the minimum rules of stock holding as an Independent Director by the Securities and Exchange Commission and Stock Exchange of Thailand.

    Authority, Duties and Responsibilities of the Board of Directors

    Authority of the Board of Directors

    1. Performs its duties with honesty, integrity and prudence, in accordance with the law, the Company's objectives and Articles of Association, and all resolutions of the Annual General Shareholders Meeting in order to carefully protect the Company's interests.
    2. Determines the Company's policies, objectives, direction, business plans, and budgets including the supervision and management of the Company executives in accordance with the agreed business policies. The exception to this is those matters which legally require prior approval at the Annual General Shareholders Meeting before they may be implemented, such as for example: an increase/decrease in share capital; the issuance of debentures; the sale or transfer of the whole or part of the Company's business to others; the purchase/transfer of another business or other company to become an asset of the Company; or an amendment of the Memorandum of Association or Articles of Association.
    3. The Board of Directors may appoint certain directors to form a part of a sub-committee as deemed appropriate, such as to the Executive Committee, the Audit Committee, or the Nomination and Remuneration Committee in order to perform their duties as given by the Board of Directors. The Board of Directors shall appoint the Chairman of each respective Committee and shall report such appointments to the Annual General Shareholders Meeting.
    4. The Board of Directors may appoint any person to perform specific tasks under the supervision of the Board of Directors or render the authority to such a person as deemed appropriate within an appropriate time period. The Board of Directors may cancel, revoke, change or amend any authority given.
    5. The Board of Directors shall select a director to be the Chairman of the Board and shall select one or more directors to be Vice Chairman of the Board and to select a director to be the President of the Company. The Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    6. Appoint a director to be designated as one of the Company's authorized signatories and the Board of Directors has the authority to determine or revise/change the list of authorized signatories in which the Board of Directors shall report such appointments to the Annual General Shareholders Meeting.
    7. Appoint and consider the compensation package and the terms & conditions of the employment of the President.
    8. Appoint and consider the compensation of directors appointed to a Committee as well as other persons selected by the Board of Directors to perform the duties under the supervision of the Board of Directors. The Board of Directors shall report on these matters to the Annual General Shareholders Meeting.
    9. Approve quaterly and annual financial statements in order to present to the shareholders at the Annual General Shareholders Meeting.
    10. Arrange for the Annual General Shareholders Meeting as well as any Extraordinary General Meetings as required under the regulations as stated in the company's Articles of Association.
    11. The Board of Directors shall convene for meeting at least once every quarter or as per the regulations as stated in the Company's Articles of Association.

    Duties and Responsibilities of the Board of Directors

    1. Determine the Company's direction and strategic plan, and control and regulate the plan to be implemented efficiently and effectively.
    2. Set out the Company's policies and procedures in all aspects to ensure the Company's operation is in full compliance with the law, regulations and resolutions of the Annual General Shareholders Meeting; and as importantly the Company Code of Ethics.
    3. Create the Company's control systems in order to maintain creditability and confidence; and ensure that the Company operationally complies with the law, shareholders' expectations, and stakeholders' concerns.
    4. Control, regulate, and evaluate the management team's performances as well as the Company's performance.
    5. Ensure that management has in place risk management policies, processes and controls, as well as an appropriate internal control system.