Page 235 - THAILAND PRIVILEGE ANNUAL REPORT 2025

Annual Report 2025

2.5 Authority, Duties, and Responsibilities
The Board of Directors shall have the following powers, duties, and responsibilities:
1. To determine the vision, objectives, and core values that are aligned with the Company’s mission,
objectives, and government policies.
2. To formulate the strategic plan, operational policies, annual operating plan, and key resources in order
to achieve the Company’s objectives and targets.
3. To oversee the establishment of policies and practices for performance reporting to shareholders
in accordance with good corporate governance principles, covering key matters including financial and
non-financial performance reporting, reporting on compliance with good corporate governance practices,
and compliance with applicable laws, regulations, and rules.
4. To monitor, evaluate, and ensure timely reporting of operating performance.
5. To perform duties with responsibility, due care, and integrity, with the best interests of the Company
as the primary consideration, and to refrain from any actions that may result in conflicts of interest
with the Company.
6. To oversee management’s responsibility for administering operations within the established policy
framework and achieving the Company’s mission, objectives, and targets; the Board should not interfere
with management’s decision-making and day-to-day operations.
7. To oversee the establishment of integrated policies and practices relating to Governance, Risk, and
Compliance (GRC), and the Company’s three key management systems, namely: the internal audit
system, the information and digital management system, and the human resource management system.
8. To promote the development of an organizational culture that supports the achievement of the
Company’s mission, objectives, targets, strategic plan, and operational policies.
9. To oversee the establishment of policies and practices for confidentiality, data integrity, data availability,
information security systems, and measures to prevent directors, management, or any persons with
access to information from misusing such information.
10. To establish clear criteria and factors for evaluating the performance of top management, and to
conduct performance evaluations at least once every six (6) months.
11. To oversee the establishment of an appropriate senior management structure, including scopes of work
and qualifications for senior executive positions.
12. To oversee the preparation of succession plans for the Chief Executive Officer/President, senior
management, and other key positions.
13. To oversee the Company’s human resource management in alignment with its mission and objectives,
including the retention of talented personnel.
14. To oversee the Company’s fair treatment of all stakeholder groups and promote stakeholder participation
in the development of the Company’s operations.
15. To oversee the formulation of policies and operational plans that emphasize sustainability, social and
environmental responsibility, and good governance, as well as the application of innovation to enhance
and improve work processes, service delivery, and internal management efficiency.
16. To oversee the accurate, reliable, complete, sufficient, and timely disclosure of material information,
both financial and non-financial, in compliance with applicable laws and regulations.
17. To oversee the establishment of clear anti-corruption and anti-bribery policies and practices, and to
promote compliance with such policies by management and all employees.
18. To oversee the establishment of clear ethical guidelines, and to ensure that directors strictly adhere
to such guidelines in order to serve as role models for management and employees.

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