The Board
KRs Board
of Directors is responsible for ensuring
proper standards of corporate governance are maintained
at all times in
fulfilling its mandate to its shareholders, employees,
customers and community.
The Board is elected by the shareholders of the
Company. At each annual meeting, at least one third
of the Directors retire by rotation. The Directors
to retire are those who wish to retire, or those
who have been longest in office since last being
elected.
The Board establishes the Company’s objectives,
major strategies for achieving those objectives,
the overall policy framework within which the business
of the Company is conducted, and monitors management
performance with respect to those matters. The Board
met six times during the 2001 financial year.
The Board has delegated the day-to-day management
of the Company to the Chief Executive Officer. The
Board committees addressed a variety of matters
during 2001.
Audit Committee
The Audit Committee guides the Company in fulfilling
its responsibilities for the establishment, maintenance
and review of a system of internal control that
provides reasonable assurance of effective and efficient
operations, internal financial control, and compliance
with laws and regulations.
The Audit Committee, which consists entirely of
outside Directors, met five times during financial
year 2001. The Committee receives reports
on the findings of internal and external audits
and on actions taken in response to these. It meets
with the Company’s auditors and reviews
the scope and findings of the audit. It also reviews
the annual and interim financial statements before
the Board approves them. In addition, the
Committee regularly reviews and reports to the Board
on the effectiveness of the Company’s system of
internal control and risk management processes.
The review is supported by an annual review of the
overall internal control self-certification process
recommended by the Stock Exchange of Thailand.
Executive Committee
The
Executive Committee met eleven times during the
year.