BOC is the organ in charge of supervising the company in general and or special accordance with the statutes and provide advice to the Board of Directors. BOC has a fiduciary duty to act in the best interests of the company and avoid all conflicts of interest.

The appointment and dismissal, tasks and authority, and the rights and obligations of the Board of Commissioners as well as other matters relating to the Board of Commissioners stipulated in the Articles of Association as well as other provisions of international best practice business governance.

Duty, Responsibility and Authority :

  1. To supervise the Board of Directors in carrying out their corporate activities and providing advices to the Board of Directors.
  2. To monitor the implementation of the Company’s Long-term Corporate Plan (RJPP) and Corporate Budget Plan (RKAP).
  3. To supervise and evaluate the BoD's performance.
  4. To review the risk management system.
  5. To monitor the effectiveness of GCG implementation and reporting the findings to the General Meeting of Shareholders.
  6. To inform his/her share-ownership to the Company to be included in the Company's Annual Report.
  7. To propose External Auditor[s] for approval in the General Meeting of Shareholders and monitor the audit process and the results made by the External Auditor.
  8. To prepare job descriptions of each member of the BoC in accordance with his/her expertise and experiences.

The BoC's responsibilities are:

  1. To provide advices and opinions to the General Meeting of Shareholders regarding the RJPP and the RKAP proposed by the BoD and to sign the RJPP and RKAP.
  2. To monitor the management of the Company, including supervising the implementation of the RKAP, proposed changes and improvements on the Company’s Articles of Association, and also to assess the BoD's performance.
  3. To monitor the development of the Company's activities and report the results immediately to the General Meeting of Shareholders along with advices on corrective measures when the Company shows a sign of decline.
  4. To examine and review Periodic Reports prepared by the Board of Directors and to sign the Company's Annual Report.
  5. In the case of vacancy for the position of Director, (the Board of) Commissioners are required to appoint one of the active Directors to be the acting officer until a definitive officer appointed by the General Meeting of Shareholders.
  6. To ensure that the Company complied with all applicable provisions and regulations.
  7. To document materials of the BoC Meetings.
  8. To report to the Company share-ownership of his/her and/or his/her family in other company.
  9. To prepare reports on supervisory duty performed throughout the immediate preceding year to the General Meeting of Shareholders.


Board Manual Phapros