The Company Secretary must perform the duties as prescribed in Section 89/15 and Section 89/16 of Securities and Exchange Act (No.4) B.E.2551, effective 31 August 2008 with responsibility, carefulness and honesty and must comply with the laws, objectives, Articles of Association, resolution of the Board of Directors as well as resolution of Shareholders. The duties of Company Secretary prescribed by the laws are as follows:
1. Preparing and keeping the following documents
- Register of Directors
- Notice of Board of Directors Meeting, Minutes of Board of Directors Meeting and annual report
- Notice of the Shareholders’ Meeting and Minutes of Shareholders’ Meeting
2. Keeping reports of interest filed by Directors and Executives and present reports of interest in Section 89/14 to the Chairman of the Board and Chairman of Audit Committee for acknowledge within 7 days from the date received by the Company;
3. Performing any other acts as determined by the Capital Market Supervisory Board. In addition, the Company Secretary has other duties as assigned by the Company as follows:
- Providing basic advice pertaining to the securities laws and regulations and Articles of Association as well as monitoring compliance on a regular basis and reporting any significant changes to the Board.
- Arranging Shareholders’ Meetings and Board of Directors’ meetings in accordance with the laws, regulations and related best practices.
- Preparing minutes of the Shareholders’ Meetings and the Board of Directors’ meetings and monitoring subsequent compliance with the resolutions of those Meetings.
- Preparing and keeping registrations of directors, annual reports, notice of the Shareholders’ Meetings, notice of Board of Directors’ meetings, Minutes of the Shareholders’ Meetings and the Board of Directors’ Meetings.
- Keeping reports of interest filed by directors and executives and presenting such reports as specified by the relevant laws.
- Ensuring statutory compliances across all subsidiaries.
- Ensuring that corporate information disclosures to regulatory agencies are in accordance with the laws and regulations (both Thai and English).
- Timely reporting of all necessary disclosures to SEC and SET.
- Assisting in board activities including provide preliminary advice and recommendations pertaining to legal, regulatory, corporate governance issues and best practices related to the board and committees.
- Support directors to ensure that all directors have sufficient information and knowledge to fulfill their roles and responsibilities effectively and report it on the annual report*.
- Frequently develop and update the knowledge relating to company secretary duties.