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CG Principle

Policy on Good Corporate Governance

The Board of Directors has emphasized on the Good Corporate Governance which is necessary to operate the Company’s business for sustainable growth, increasing transparency and competitive capability as well as creating trust and confidence to the shareholders, investors and stakeholders. Thus, the Board of Directors has determined the policies to promote the Good Corporate Governance which consist of the main principles as follows;

  • Rights of Shareholders
  • Equitable Treatment of Shareholders
  • Roles of Stakeholders
  • Disclosure and Transparency
  • Board Responsibilities
Important Definition
Wording Definition
Group Chief Executive Officer The top executive of the Group.
Executive Director The Executive who is appointed as Director of the Company
Non-executive Director The Company’s Director who is not the Executive.
Independent Director The Company’s Director who is qualified by the law and independent to provide opinions to improve the performance of the Company’s performance to be progressive, transparent and to have Good Corporate Governance.
Sub-Committee The Subordinate-Committee is appointed by the Board of Directors and delegated to assist and determine specified work.
Audit Committee The Sub-Committee is appointed by the Board of Directors responsible to oversee the efficiency and effectiveness of internal operation, to ensure the completeness, correctness and reliability of the Company’s financial report and to disclose the correct important information to comply with international standard by having sufficient and standard internal control and internal audit systems.
Compensation Committee The Sub-Committee is appointed by the Board of Directors to be responsible to consider the Directors and Group Chief Executive Officer’s remuneration.
The Governance and Nomination Committee The Sub-Committee is appointed by the Board of Directors to be responsible to nominate persons to be Director and Group Chief Executive Officer and oversee the Company’s performance of the Board of Directors, Sub-Committee, Executives and Employees to have Good Corporate Governance complying with the Company’s policy and relevant laws, including consideration of the Company’s policy and action plan relating to Corporate Social Responsibility.
Company Secretary The person is appointed by the Board of Directors to be responsible to prepare and keep the invitation letter of the Meetings and Minutes of the Board of Directors’ Meeting and Shareholders’ Meeting, including other important documents as assigned or specified by the law.
1. Rights of Shareholders

All shareholders have equitable rights. In this regard, the Company shall support and facilitate shareholders, including Institutional Investors to exercise their rights and shall not perform any action to infringe or lessen the rights of shareholders as follows:

  1. All shareholders have the right to vote equivalent to the amount of shares possess and have basic rights such as the right to trade shares independently, receive dividend equally, attend the Shareholders’ Meeting and express their opinions independently, participate in decision-making for important matters of the Company such as appointment of Director and Auditor, approval of Director’s remuneration and significant transactions of the Company.
  2. The Company has provided an opportunity to shareholders to vote for appointment of individual Director in order that shareholders can actually vote for each Director.
  3. The Company has provided an opportunity to shareholders to propose an agenda in the Shareholders’ Meeting, to nominate candidate for the Company’s Director and to submit questions regarding an agenda of the Shareholders’ Meeting, 3 months prior to the fiscal year-end date. The shareholders who would like to propose such matter shall hold or combine shares proportion not less than 4 percent of the Company’s issued shares.
  4. The Company has held the Annual General Meeting of Shareholders (AGM) within 4 months after end of the Company’s fiscal year in proper date, time and location which the Company will send the notice of the meeting together with supporting documents containing accurate and sufficient information of the background, objectives and Directors’ opinions regarding to the propose agenda and inform to shareholders not less than 14 days prior to the meeting.
    In addition, in case that significant matter occurs during the year and requires resolution from the Shareholders’ Meeting, the Company shall hold the Extraordinary General Meeting of Shareholders.
  5. The Shareholders' Meeting Practices are as follows;
    • Prepare shareholder registration by using bar code system which displays each shareholder’s registration number in order to facilitate shareholders and expedite registration process.
    • Allow the shareholders to fully exercise their voting right in each agenda. The Company shall use the vote counting method which is transparent, convenient, fast effective and can promptly display voting results to the meeting.
    • Entitle shareholder who attends the meeting after the meeting has begun to have the right to vote in an agenda which is still under consideration and has no resolution yet, an is counted for a quorum commencing from an agenda which the shareholder attends and votes.
    • Allow shareholders to provide their opinions, suggestions or submit questions in the agenda independently before voting and shall record the question and answer evidently. In this regard, the Company shall provide sufficient information to shareholders in such matter. In addition, the Company shall appoint the Directors or related persons to answer shareholders under the Board of Directors’ responsibility.
    • After the Shareholders’ Meeting has finished, the Company shall make the Minutes of the Shareholders’ Meeting with complete details together with voting results consisting of vote for approved, disapproved and abstained in each voting agenda and send to the Stock Exchange of Thailand (SET) within 14 days after the meeting and publicize it on the Company’s website at www.dusit.com in order that the Minutes of the Shareholders’ Meeting can be verified by shareholders.
  6. The Directors and the Executives are responsible for shareholders; therefore, it is their responsibility to attend the Shareholders’ Meeting in order that shareholders can inquire information about the Company.
2. Equitable Treatment of Shareholders

The Company shall place importance on shareholders and treat all shareholders equally as the Company’s owner and no shareholders has special privilege over another shareholder as follows;


  1. The Company has entitled shareholders to vote by one share one vote.
  2. The Company has provided an opportunity to minority shareholders to participate in the Director’s nomination by nominating candidate for the Company’s Director prior to the Annual General Meeting of Shareholders
  3. All shareholders have equitable right to obtain important information in the same time such as the Company’s operating results, the acquisition and disposition of assets, the connected transaction under the SET rules and regulations or the Securities and Exchange Commission (SEC) which the Company shall publicize the news on the Company’s website and the SET website.
  4. The Company has facilitated shareholder who cannot attend the meeting by authorizing a proxy holder or Independent Director on his behalf to attend and vote in the Shareholders' Meeting. In this regard, the Company makes a proxy form which shareholder can vote, in accordance with form specified by the Ministry of Commerce and send together with the Notice of the Shareholders' Meeting and supporting documents for each agenda, including notification to shareholders of the shareholders' rights to attend the meeting and the voting right.
  5. The Company has publicized the schedule and agenda of the Shareholders' Meeting on the Company's website not less than 30 days prior to the meeting.
  6. The invitation letter of the meeting and supporting documents are made in Thai and English to facilitate foreign shareholders. In addition, shareholders can download the invitation letter of the meeting, supporting documents and proxy form from the Company's website at www.dusit.com
  7. The Company has determined the policy that the Directors and Executives shall inform the Board of Directors or the person whom assigned by the Board of Directors at least 1 day before the date of purchase or sale the Company’s shares.
3. Roles of Stakeholders

The Company gives importance to all stakeholders both inside and outside the Company in order that the stakeholders shall have equitable and appropriate treatment in accordance with related laws and regulations to preserve stakeholders’ right because the Company appreciates stakeholders’ support that create competitive capability and profitability to the Company which are long-term goals. Thus, the Company has determined the policies of the stakeholders’ treatment which a group of stakeholder is classified as follows:


  1. Employees
    • Maintain work safety and work environment regularly.
    • Provide employees' welfare such as health insurance, provident fund, medical treatment fee and recompense in accordance with the law.
    • Continuously support and promote knowledge improvement and career advancement to the employees in every level.
    • Support the employees to utilize their knowledge and capability.
    • Give an opportunity in career advancement and growth toward the Company's success.
    • Provide the projects to support knowledge and capability improvement.
    • Provide appropriate Employees’ benefit concerning with knowledge, responsibility and working performance of the individual which conform to the Company’s operating results in short term such as profit of the Company each year and long term such as working performance evaluated by Key Performance Indicator (KPI)
  2. Customers
    • Treat customers properly in compliance with the agreed terms.
    • Treat all customers fairly and equally.
    • Maintain customers' relationship as well as sustainable improvement of customers' relationship.
    • Accept customers' suggestions and/or complaints and utilize it to improve customers' satisfaction.
    • Oversee customers' safety and security.
    • Provide accurate, sufficient and timely information to customers.
    • Keep customers' information confidential and not improperly utilize customers' information for personal or related person's benefit.
  3. Trade Competitors
    • Perform the business in strict compliance with trade competition rules.
    • Maintain the trade competition practices.
    • Not to use dishonest approach to defeat the competitors.
  4. Trading Partners
    • Not to perform its business against the tradition and good custom.
    • Perform the business in compliance with contractual terms and conditions or other agreements.
    • Treat all trading partners appropriately, equitably and fairly.
    • Conduct the standard of trading partners' selection by considering the professional, financial stability, no record of working abandonment, capability to deliver the products and services in time, having appropriate standard of product and service quality and having appropriate price according to the market price.
  5. Creditors
    • Conduct in compliance with contracts and conditions or other agreements.
    • Treat all creditors appropriately, equitably and fairly.
    • Not to request or receive or provide any dishonest benefits.
  6. Society, Resources and Environment
    • Participate in the projects which support and improve society or communities livelihood.
    • Support and associate with the government and communities in the activities of communities, society and educational institutes.
    • Promote the company group's employees to have consciousness and responsibility to society, communities and environment.
    • Provide the activities or support employees to participate in the training related to environment.
    • Perform the business in compliance with relevant laws and regulations concerning environment for sustainable environmental development.
    • Support and associate with the projects that aim to preserve and sustain environment.
    • Maximize the efficiency and effectiveness of resources, materials or other equipment utilization.
    • Control and keep materials and equipment up to standard level to reduce the use of natural resources.
  7. Human Rights
    • Have the policy not involving human rights violation.
    • Not to support in any activity violating human rights.
  8. Intellectual Property
    • Perform the business in compliance with the intellectual property law and shall not infringe all intellectual property of others, including patent, trademark and copyright.
    • Not to support the employees to copy or adapt the intellectual property of others for personal benefit or others.
  9. Anti-Corruption and Bribery
    • Support the government and private sector in Anti-Corruption measure.
    • Not to request or receive money, assets or any other benefits from related business parties unless such receipt is owing to traditional providing. The said receipt shall be reported to the superior and proceed complying with the Company’s regulations.
  10. The Board of Directors shall provide channel for all stakeholders to contact and file a complaint in the matters which may cause damage to the Company by submitting a letter to the Audit Committee by submitting a letter to the Audit Committee and implement the policy of whistleblower protection.
4. Information Disclosure and Transparency

The Company perceived that financial information and non-financial information of the Company have an effect on investor and stakeholders' decision, therefore, the management was determined to thoroughly disclose the complete and transparent information in time to ensure that the shareholders can acquire the information for making decision in time which the management consistently places importance and adheres in strictly practice as follows;

  1. The Company has disclosed shareholding's structure with transparency.
  2. Information disclosed in the Annual Report is as follows:
    • Financial status and operating results
    • Nature of the business operation and competition
    • The risk factors in the business operation
    • The Board of Directors and the Executives' background
    • Identification of the Independent Directors
    • The Directors' remuneration procedure
    • Top Executives' remuneration policy and procedure
    • Individual Director's remuneration
    • Number of meetings attended by each Director
  3. The Company has disclosed the complete information of the connected transaction which specifies the name of connected persons, relationship, details of transaction, conditions, pricing policy and transaction size. In addition, in case that such transaction is a connected transaction which the Company shall disclose information or requires shareholders' approval under the SET regulations, the Company shall disclose the details and causes of the connected transaction to inform shareholders before proceeding such transaction.
  4. The Company has determined that the Directors and the Executives shall report on shareholding and/or change in shareholding to the SEC under Section 59 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551).
  5. The Company has determined that the Directors shall report their shareholding in the Company to the Board of Directors' Meeting annually.
  6. In case the Company has information or news relating to the Company's operations such as the connected transaction or occurrence of important events which the shareholders should be informed. Although such matters do not require approval from the Shareholders or they are not enforced by the law to disclose, the Company shall disclose such matters to shareholders or other investors via the Company's website or the SET website.
  7. The Company has appointed the Auditors which are independent and credible, and have approbation from the SET.
  8. In order to facilitate shareholders and investors to access the Company's information conveniently and equally, the Company has provided the communication of the Company's information via the following channels.
    • The Annual Report
    • The Company's website
    • Analyst Meeting
    • Newsletter presenting the Company's financial status
    • The SET website
  9. The Company has presented its updated information on the Company's website, www.dusit.com
  10. Regarding the Investor Relation part, the Company has assigned Chief Financial Officer (CFO) to communicate with the investors, financial institutes including the analysts and related government sectors.
5. The Board of Directors' Responsibility

The Board of Directors consists of the persons possessing a variety of knowledge and skills. They have important role in determining the Company's policy with top Executives, including business operation planning, risk management and overall image of the Company. Thus, the Company has determined the policies and responsibilities of the Board of Directors as follows:

  1. The Board of Directors has determined the Company's Good Corporate Governance policy.
  2. The Board of Directors has determined the business ethics policy and code of conduct for the Directors, the Executives and the Company’s employees and disclosed in Annual Report and the Company’s website.
  3. The Board of Directors has considered, reconsidered and approved on the Company's vision and mission annually, including consideration and approval of strategies, goals, business plans, investment and budget as proposed by the Managing Director and the management, including ensuring that the management performs the business operation efficiently and effectively in accordance with the business plans and budget to create profitability to the Company and maximum benefit to shareholders.
  4. The Board of Directors has determined and categorized roles, duties and responsibilities of the Board of Directors, Sub-Committees, Executive Directors and Management clearly and conveyed those roles, duties and responsibilities to the Board of Directors, Sub-Committees, Management and the Company's employees.
  5. The Board of Directors has overseen and monitored the Managing Director to manage the business in accordance with the specified policies and regulations.
  6. The Board of Directors has determined the policy to each Director to be appointed as a Director, not exceeding than 5 listed companies.
  7. The Board of Directors has determined the policy that the Managing Director / Chief Executive Officer shall not be appointed as a Director in more than 2 other listed companies and must be agreed by the Board of Directors.
    In addition, the Managing Director / Chief Executive Officer shall not hold Director position in other company which has the same nature as and is in competition with the business of the Company unless the Board of Director has agreed.
    The above regulations are except being Director in subsidiary company.
  8. The Board of Directors has determined the terms of the Director, not exceeding than 3 years. When the tenure has ended, the Director may be proposed to the Shareholders' Meeting for re-election.
  9. The Board of Directors has a duty to oversee the Company's operation to comply with the law and regulations of SEC and SET.
  10. The Board of Directors is responsible for the Consolidated Financial Statement of the Company and its subsidiaries and financial information in the Annual Report. The said Financial Statement is made according to the certified Thailand accounting standard by using suitable accounting policy and constantly performing, and carefully considering with the best estimation in making, including disclosure of sufficient information in the Note to Financial Statement.
  11. The Board of Directors has determined that the Managing Director shall report the actual operating results comparing with the goal set to the Board of Directors at least every quarter in order to comply with the goal, including the Financial Report and the progress of the operations in other parts.
  12. The Board of Directors has placed importance to the efficiency of the internal control system in both management and operational levels by clearly determining duties and authorities of the performer in writing, controlling the utilization of the Company's assets and separately categorizing the duties among the performer, controller and evaluator to create the appropriate mutual balance and monitoring to ensure that the financial information is accurate, complete and adequate to sustain the Company's assets and acknowledge the weakness to prevent the fraud or significant irregular operations.

    The Internal Audit Department has the duties to monitor the Company's operations and financial activities to comply with the specified directions and have efficiency, including the Management Audit and Compliance Control.
  13. The Board of Directors has determined the Internal Audit Department to report on Audit Results directly to the Audit Committee and its performance shall be evaluated by the Audit Committee in order that the Internal Audit Department shall be independent and be able to fully perform examination and balance.
  14. The Board of Directors has provided an orientation for new Director by informing the Company's information, rules and regulations, including the information relating to the Company's business operation.
  15. The Directors have participated in the training course relating to the Director's practices.
  16. The Board of Directors has supported the Directors to continuously participate in the training courses or seminars which improve knowledge of operations.
  17. The Board of Directors shall schedule the Board of Directors Meeting in advance every year which shall be held more than 6 times a year. In case the Company has no meeting by monthly, the Company shall send the report of operating results to the Board of Directors in the month which has no meeting in order that the Board of Directors could oversee, control and monitor the operation of the Company’s Management in time and continuously.
    The Directors shall attend the Board of Directors' Meeting constantly for acknowledgement and consideration of the matters proposed by the Managing Director and the management. The agendas shall be clearly specified prior to the meeting. The meeting shall be called occasionally in case that there is extraordinary matter to be considered besides those agendas specified in advance. In this regard, the Company Secretary shall send the notice of the meeting together with the meeting agenda at least 5 working days in advance prior to the meeting in order that the Board of Directors shall have sufficient time to consider the matters before the meeting.
    After the meeting has finished, the Company Secretary has the duty to prepare the minutes of the meeting to propose to the next Board of Directors' Meeting for certification in the first agenda and have Chairman of the Board of Directors to sign to certify. However, the Directors can provide their opinions or amend the minutes of the meeting to the utmost accuracy.
    The certified Minutes of the meeting shall be kept as confidential document at the Company Secretary Office.
  18. The Non-Executive Directors has held the meeting as necessary without the management for discussing the problems related to the management.
  19. The Board of Directors has determined the risk management policy to apply to the overall Company's organization and provided the risk management manual as a guideline to manage risks in every functions of the Company.
  20. The Board of Directors has carefully overseen the transaction which might have the conflict of interest or be connected transaction by carefully considering in every transaction. In case that the voting is required, the Interested Director shall not have the right to vote in such agenda, and the SET regulations shall be followed by disclosing the details, transaction size, contract party, cause and necessity of the transaction in the Annual Report and Forms 56-1.
  21. Regarding to the use of internal information, the Directors, the Executives or the related Departments are prohibited to disclose internal information to third party or unrelated person and trade shares by using internal information of the Company and its subsidiaries, including no trading of the Company's shares within 1 month before publication of the Company's Financial Statement.
  22. The Board of Directors has determined the Directors and the Executives to report on the Conflict of Interest Report under Section 89/14 of the Securities and Exchange Act B.E. 2535 (Amended B.E. 2551) annually and/or when information is changed.
  23. The Board of Directors has clearly separated roles and responsibilities among the Board of Directors and the Management.
  24. The Board of Directors has evaluated self-performance annually in accordance with the SET guideline for collaborative consideration and adjustment of the performance and problems.
  25. The Board of Directors has evaluated the performance of the Group Chief Executive Officer who is the highest executive of the Company in accordance with performance evaluation criteria approved by the Board of Directors.
  26. The Governance and Nomination Committee has responsibilities to consider organizational structure and component of the Board of Directors of the Company and its subsidiaries, considered the lists of qualified persons to be appointed as Director of the Company and its subsidiaries. In this regard, the structure of the Board of Directors must have diversity of skills, professions, specialize, gender etc., including consideration and nomination of qualified person to be appointed as the Company's top Executive to the Board of Directors for ensuring that the Company has the Executives possessing knowledge, skills, and capabilities which can be the successor of important position in the future.
    Furthermore, regarding the nomination of the Company's Directors, the Board of Directors has responsibility to implement the Board Skill Matrix to specify the qualifications and skills of the qualified persons for nomination of Directors who possess skills of hotel business, finance and accounting, foreign investment and law by considering of important deficient skill in the Board of Directors and use Director Pool as the data base for new director nomination.
  27. The Chairman of the Board of Director is not an Independent Director. However, the Chairman of the Board of Director does not act as the Executive or the employee of the Company.
  28. The Chairman of the Board of Director is not the same person with the Managing Director who has clear separated roles, authorities and responsibilities in order to create the check & balance between the Management and Corporate Governance.
  29. The Board of Directors has determined the definition of independence for the Directors in accordance with the SEC criteria and disclosed it in the Annual Report.
  30. The Board of Directors has determined the policy to balance authorities of the Directors as follows;
    • The Board of Directors consists of Non-executive Directors not less than 1/3 of the total number of the Directors.
    • The Board of Directors consists of Independent Directors not less than 1/3 of the total number of the Directors.
  31. The Board of Directors has the responsibility to set and enforce the anti-corruption policy to ensure that the management acknowledges the importance of anti-corruption.
  32. The Board of Directors has appointed the Sub-Committees to assist in overseeing the Company’s business operation as follows;
    • Audit Committee
    • Compensation Committee
    • Governance and Nomination Committee
    • Risk Management Committee
    • Company Secretary
• Audit Committee

  1. The Audit Committee consists of at least three persons which are one Audit Committee Chairman and Audit Committee Members. All members of the Audit Committee must be Independent Director, appointed by the Board of Directors, having full qualifications as specified by SEC and SET, with at least one member having sufficient knowledge and experience for reviewing the reliability of financial report. Moreover, one secretary shall be appointed as suitability.
  2. Term of the Audit Committee member is 3 years. Each member shall be in post no longer than 3 terms except getting a special approval by the Board of Directors.
  3. The biography and qualifications of the members of the Audit Committee are disclosed in the Annual Report and Forms 56-1.
  4. Meetings of the Audit Committee shall be convened at least 4 meetings per year. The number of the Audit Committee's Meetings and meetings attended by the Audit Committee are disclosed in the Annual Report.

Duties and Responsibilities

  1. Review the accuracy and adequacy of the Company's financial reporting.
  2. Review whether the Company has an appropriate and effective internal control system and internal audit procedure and evaluate the independence of Internal Audit Department as well as the appointment, transfer, termination or promotion of the Head of Internal Audit Department.
  3. Review the Company’s compliance with the Securities and Exchange Act, SET regulations, and relevant laws relating to the Company business.
  4. Consider an external auditor to propose appointment and termination of the Company auditor and to propose their remuneration and responsibilities, include participating with the auditor in the meeting without the Company’s management at least once a year.
  5. Evaluate any transactions which may cause conflict of interest by according to the law and the SET regulations in order to ensure that the transactions are reasonable and contribute to the best interest of the Company.
  6. Review the adequacy of the Company’s Risk management processes.
  7. Review the Company’s performance according to the Anti-Corruption Policy.
  8. Report the Audit Committee’s performance to Board of Directors at least four times a year.
  9. Prepare the Audit Committee report and disclose said report, signed by the Audit Committee Chairman, in the Annual Report. The Audit Committee’s report should contain at least the following information:
    1. Opinion on the accuracy, adequacy and reliability of the Company’s financial report
    2. Opinion on the Company’s internal control system
    3. Opinion on the Company’s compliance with the Securities and Exchange Act, the SET regulations, and the relevant laws relating to the Company’s business
    4. Opinion on the appropriation of the external auditor
    5. Opinion on transactions that may cause conflict of interests
    6. The frequency of Audit Committee meetings and the participation of each member
    7. Opinion or raise the points on which the Audit Committee obtains from the duties according to the charter
    8. Other reports which shareholders and general investors should know under the scope of duties and responsibilities assigned by Board of Directors
  10. Perform any other duties assigned by Board of Directors.
  11. If the Audit Committee finds any matter which significantly impacts the financial status and/or Company performance, the committee shall report such matters to Board of Directors in order to resolve such matters in timely manner:
    1. Conflicts of interest
    2. Fraud or irregularity or a significant deficiency in the internal control system
    3. Infringement of the SEC Act, the SET regulations, or relevant laws related to the Company business
    If the Board of Directors or the management fails to seek an improvement within a reasonable period, any member of the Audit Committee may report such matter directly to the SET or SET.
  12. If the Auditor finds suspicious circumstances in which a Director, Manager or responsible person in the Company has committed an offense under the law, the Audit Committee should be contacted in order to conduct further investigation immediately. The Audit Committee shall report the primary result to the SEC and the Auditor within 30 of being informed. The method to obtain clarification on the above mentioned circumstances should be accordance with the notification of the Capital Market Supervisory Board
• Compensation Committee

  1. Compensation Committee consists of at least three persons which one is Compensation Committee Chairman who must be Independent Director. Majority of the Compensation Committee members shall be Independent Director and appointed by the Board of Directors.
    The Compensation Committee shall monitor the changing of the Company’s performances for further improvement of the Company’s rules on remuneration determination and must be able to independently perform the duties, express opinions and report on the performance of the assigned duties.
  2. Term of the Chairman of Compensation Committee and Compensation Committee Member is 3 years each. Each member shall be in post no longer than 3 terms except getting a special approval by the Board of Directors.
  3. Meetings of the Compensation Committee shall be convened at least 2 meetings per year. The number of the Compensation Committee's Meetings and meetings attended by the Compensation Committee are disclosed in the Annual Report.

Duties and Responsibilities

  1. Propose the policy and procedure of remuneration for the Board of Directors and Sub-Committees of the Company and subsidiary companies appointed by the Board of Directors, both in cash and non-cash.
  2. Propose the remuneration policy for Group CEO, both in cash and non-cash, to comply with the Company’s performance prior to the Board of Directors approved annually
  3. Regularly review, study and follow up the changes and trends of remuneration for the Board of Directors, including the management of the Company, by comparing with other leading companies in the same business in order to motivate the administration progress.
  4. Perform other duties as assigned by the Board of Directors.
• Governance and Nomination Committee

  1. Governance and Nomination Committee consists of at least three persons which are one Governance and Nomination Committee Chairman and Governance and Nomination Committee Members. All members of the Governance and Nomination Committee shall be Independent Director and appointed by the Board of Directors.
    The Governance and Nomination Committee must have good knowledge and understanding on corporate governance, be able to independently perform the duties, express opinions, report on the performance of the assigned duties and be neutral in looking for and selection of persons qualified for nomination to hold the position of the Company's directors, replacing those whose terms of office expired or for other cases.
  2. Term of the Chairman of Governance and Nomination Committee and Governance and Nomination Committee Member is 3 years each. Each member shall be in post no longer than 3 terms except getting a special approval by the Board of Directors.
  3. Meetings of the Governance and Nomination Committee shall be convened at least 2 meetings per year. The number of the Governance and Nomination Committee’s Meetings and meeting attended by the Governance and Nomination Committee are disclosed in the Annual Report.

Duties and Responsibilities

  1. Govern and monitor the Company’s business operation, disclose information of Investor Relations and ensure the Board of Directors, Sub-Committees, management and employees strictly comply with good corporate governance, Company policies and related laws and regulations.
  2. Determine the scope of and review the Company’s operation policies, making recommendations concerning good corporate governance and keeping the policies up-to-date.
  3. Consider CSR policy and operating plans to be submitted to the Board of Directors for approval.
  4. Propose organizational structures of the Board of Directors of the Company and its subsidiaries.
  5. Propose a list of qualified persons to be appointed as Director of the Company and its subsidiaries.
  6. Consider and determine qualified persons to be appointed as Group CEO and formulate the Succession Plan.
  7. Recommend a process of performance evaluation for the Board of Directors and the Sub-Committees, utilizing such information for improvement of work effiency.
  8. Perform other duties as assigned by the Board of Directors.
• Risk Management Committee

The Company has appointed the Risk Management Department and the Risk Management Committee which consist of the Group Chief Executive Officer and one top Executive from the Operation Department, one top Executive from the Education Department and two top Executives from the Corporate Office who are responsible to maximize the efficiency of overall risk management by considering the risk factors in Strategic Risk, Operation Risk, Financial Risks and Compliance Risk. In this regard, the Risk Management Department shall prepare Risk Management Report and report on the progress of risk management to the Board of Directors’ Meeting quarterly. In addition, the Risk Management Department has provided risk management training to all hotel supervisors in order to comply with the risk management concept and policies for overall Company’s organization.

• Company Secretary

The Board of Directors appointed the Company Secretary on August 11, 2008 which is responsible to prepare and keep the documents correctly and completely in accordance with the law and to perform any duty specified in the notifications of the Capital Market Supervisory Board, the Public Limited Companies Act and the Securities and Exchange Act.