Page 233 - THAILAND PRIVILEGE ANNUAL REPORT 2025

Annual Report 2025

2. Structure and Responsibilities of the Board of Directors

2.1 Appointment of Directors
The appointment of directors of Thailand Privilege Card Co., Ltd. is conducted
in accordance with applicable laws, the Company’s Articles of Association, and relevant
Cabinet resolutions, as summarized below:
1. Civil and Commercial Code governing limited companies
• Section 1151, which stipulates that: “Directors may be appointed or removed only by a resolution
of the general meeting of shareholders.”
• Section 1153, which stipulates that: “At the first and second annual general meetings following the
registration of the company, directors who shall retire from office shall, unless otherwise agreed
among themselves, be determined by drawing lots. In subsequent years, directors who have held
office for the longest period shall retire from office. Retiring directors may be re-elected.”
2. Articles of Association of Thailand Privilege Card Co., Ltd., Chapter 4: Directors and
Auditors
• Article 23 stipulates that the Board of Directors shall be appointed by the shareholders’ meeting
in accordance with the Company’s Articles of Association. The Board must consist of at least three
directors representing executives of the Tourism Authority of Thailand (TAT). Directors are not required
to be shareholders of the Company.
• Article 26 stipulates that at the first annual general meeting following the Company’s registration,
and at every subsequent annual general meeting, one-third of the directors shall retire from office.
If the number cannot be divided equally into three parts, the number closest to one-third shall
retire. Retiring directors may be reappointed.
• Article 28 stipulates that vacancies on the Board of Directors, other than those occurring by rotation
under Article 26, may be filled by appointment by the Board of Directors. A director so appointed
shall hold office only for the remaining term of the director whom they replace.
3. In accordance with the Cabinet Resolution dated 18 July 2017 on the guidelines for the
appointment of state enterprise directors, and the State Enterprise Directors and Employees Qualification Standard
Act B.E. 2518 (1975).
4. In accordance with the resolution of the Tourism Authority of Thailand Board of
Directors at Meeting No. 2/2024 held on 28 March 2024, Agenda Item 4.9, approving the ratification
of the appointment of representatives from the Ministry of Finance and qualified persons as directors of Thailand
Privilege Card Co., Ltd. The resolution further requires the Tourism Authority of Thailand (TAT) to strictly comply
with the resolution of the TAT Board Meeting No. 8/2015 dated 28 August 2015 (Agenda Item 5.1.2) concerning the
progress report on TAT’s investment and joint venture operations. Any appointment of directors to the Board of
Thailand Privilege Card Co., Ltd. must be submitted to the TAT Board for prior approval, in accordance with Section
22 of the Tourism Authority of Thailand Act B.E. 2522 (1979), which empowers the TAT Board to establish policies
and exercise general supervision over TAT operations. This requirement also ensures compliance with the principles
of good governance, whereby TAT, as the shareholder and supervising authority, oversees the operations of Thailand
Privilege Card Co., Ltd.

2.2 Composition of the Board of Directors
The Board of Directors shall comprise at least three directors representing executives of the Tourism
Authority of Thailand (TAT), at least one director representing the Ministry of Finance, and at least one director

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