Structure of Management
Union Pioneer Public Company Limited has three committees:
1. The Board of Directors
2. Audit Committee
3. Nomination and Remuneration Committee
Management Structure of Union Pioneer Public Company Limited
Consists of: Shareholders, Board of Directors and Management
In the corporate governance system, shareholders will appoint the Board of Directors to be a representative in the business management, Board of Directors will set the vision, direction, policy, strategy and assign the management to implement these to meet the goals along with monitoring to ensure that the business effectively operates with maximum benefit in order shareholders to receive a return that is worth to their investment.
There are reasonal number of directors who are executives and non-executive directors with skills, useful experience for the company and qualifications in accordance with the laws and company regulations, consisting of independent directors of at least 1 in 3 of the total number of directors but not be less than 3 persons. At least 3 members of the Audit Committee must be independent from the control of the executives, major shareholders and must not have any involvement or interest in finance and business management but having complete qualifications according to the definition of independent directors of the company and the rules prescribed by the Securities and Exchange Commission. (CG Code 3.1.1,3.1.2)
1.The Board of Directors
Miss Dalad Sapthavichaikul
Chairman of the Board
Mrs. Nuntawan Sakuntanaga
Independent Director/ Chairman
of the Audit Committee
Mrs. Rapeephan Sanguansis
Independent Director /Audit Director/
Chairman of the Nomination and Remuneration Committee
Mr. Komon Iamwatcharin
Mrs. Chantorntree Darakananda
Mr. Vacharaphong Darakananda
Director/ Nomination and Remuneration Director
Mr. Nanthiya Darakananda
Mr. Kollatat Tangchikul
Independent Director/ Audit Director/
Nomination and Remuneration Director
Board of Directors consists of nine directors which is appropriate for the business size and type. It can be categorized as follows:
Eight non-exeecutives Directors, representing 88.89% of entire board.
One executive director which is managing director.
Qualified directors are three independent directors which are 2 females and 1 male or equal to 1 in 3, representing 33.33% of entire board.
The responsibilities of the Chairman are as follows ( CG Code 3.2.3)
Duties and responsibilities of the Board
Perform duties with responsibility, caution and honesty including having to comply with laws, objectives, company regulations as well as the resolution of the shareholders' meeting except in matters that need to be approved by the shareholders 'meeting before proceeding, such as matters that the law requires the resolution of the shareholders' meeting, related transactions and significant asset trading according to the rules of the Stock Exchange of Thailand or as specified by other government agencies.
Determine policies, plans and strategies of the company, consider and approve important matters relating to the operations of the company, such as financial goals, budgets, and supervise the management to operate in accordance with the policies, plans and strategies that are effectively and efficiently defined
Consider and approve the assessment of the adequacy of the Company's internal control system on an annual basis and prepare a report on the responsibility of the Board of Directors towards financial reports, as disclosed in the annual report and Form 56-1.
Provide clear channels for reporting clues, process after receiving complaints and measures to protect the whistleblower, as details are in topic “Anti-Corruption Policy” on page 62-63)
2. Audit Committee
1. Mrs.Nuntawan Sakuntanaga Chairman of the Audit Committee /Independent Director
2. Mrs. Rapeephan Sanguansis Audit Committee / Independent Director
3. Mr. Kollatat Tangchikul Audit Committee / Independent Director
Audit Committee There are 3 independent directors whom had been appointed by the board of directors in order to assist the board in monitoring the quality and reliability of accounting, audit, internal control systems as well as the financial statements of the company. They have the qualifications which matched with the notification by the Securities and Exchange Commissions and the Stock Exchange of Thailand; and were responsible in acting according to SET and were chartered clearly.
Charter of the Audit Commitees with Duties and Responsibilities as following
Review the company’s financial statement to ensure its’ accuracy and adequacy to be in accordance with accounting standard.
Review that the Company has an appropriate and effective internal control system and internal audit system and consider the independence of the internal audit unit, as well as approve the appointment, rotate or dismiss an internal audit manager.
Ensure that the company complied with the Securities and Exchange Act, regulations of SET and other related regulations concerning with the business operation of the company.
Nominate and select appropriate independent authorized auditor whom is certified by Securities and Exchange Commission to be the company’s auditor and propose remuneration for that individuals. In addition, attending the meeting with the auditor without management party of the company at least once a year.
1. Mrs. Rapeephan Sanguansis Chairman of the Nomination and Remuneration Committee/Independent Director
2. Mr.Vacharaphong Darakananda Nomination and Remuneration Committee/ Director
3. Mr.Kollatat Tangchikul Nomination and Remuneration Committee/Independent Director
Nomination and Remuneration Committee have been appointed by the Board of Directors consisting of two-third of independent directors, representing 66.67 percent, for the transparency and independence in operating their duties. Chairman of the Nomination and Remuneration Committee is an Independent Director and is not the Chairman of the Board of Directors.
Duties and Responsibilites of the Nomination and Remuneration Committee:
Determination on criteria and methods for nominating the board of directors.
Duties in recruiting and select the qualify individuals and does not have incompatibilities according to the laws and were appropriate for the name to be nominate as new director with qualifications according to the rules related to good corporate governance under director structures for director nomination.
Consideration remuneration for directors which have principle in considering by factors as duties, scope of works and results of performance of directors, operation results and financial status of the company, overall economic situation by considering comparing to listed companies with similar business size and/or operate in the same industrial field,
Determine the remuneration and form of remuneration for the director and propose to the board meeting for consideration.
Executives Chief executives in the company have authority as assigned to operate under policy, strategy and objective that the board of directors determined for transparency and flexibility in operation. Moreover, the chief executives have responsibility in controlling expenditures and investments to the limit which the board of directors had authorized in the annual plans accordance to the human resources policy, resolving problems or conflicts which will affect the organization and maintained efficient communication to related persons.
Directors or chief executive officers of the Company have never been employees or partners of the external auditing companies that the Company has been served for last 2 years.
Name Lists and Position of Executives Committee are listed below:
1. Mr. Komon Iamwatcharin
2. Mr. Wiwat Jongkonrat
|Accounting and Financial Manage|
3. Mr. Sikavej Sopaphan
Human Resources Manager
4. Mrs. Sureeporn Chompunutyanyong
|Sales & Marketing Division Manager|
5. Miss Warunee Khumtong
|Quality Assurance Division Manager|
The company’s secretary
Chief Compliance Officer
The Company Secretary has the duties according to the law
section 89/15 and 89/16 under the Securities and Exchange Act (No.4)
B.E.2008 effective on 31st August 2008, with responsibility, awareness
and trustworthy thus taking the position according to the laws, objective
and company’s regulations, resolutions of the Board of Directors,
including resolutions of the shareholders. The Company disclosed
the information concerning educational background, experience and duties
and responsibilities at the resume of Company Secretary and
Chief Compliance Officer of the Company.