TIPCO FOODS PUBLIC COMPANY LIMITED PAGE 064/ 065 2. Determine the Company’s policies and business directions as well as monitor and supervise management performance to ensure effec tiveness, efficiency and compliance with such policies with a view to maximizing the Company’s economic value and shareholders’ wealth. 3. Arrange for the organization of an annual general meeting of share holders within 4 months from the end of the Company’s accounting period, and convene an extraordinary general meeting of shareholders as necessary. 4. Hold a Board of Directors meeting on a quarterly basis, wherein at least one-half of the total number of directors shall be present. Deci sions at the meetings shall be resolved by a majority vote. If votes result in a tie, the Chairman of the meeting shall have the casting vote. 5. Provide recommendations, discuss problems in a collaborative and comprehensive manner, and make decisions with discretion and pru- dence concerning agenda items proposed at Board of Directors meetings. 6. Arrange for the preparation of the balance sheets and the profit and loss statement at the end of the Company’s accounting period, and have them audited before submission thereof to the Annual General Meeting of Shareholders for consideration and approval. 7. Appoint the Managing Director and determine his remuneration. 8. Empower the Managing Director to direct the Company’s business activities, appoint and terminate employment of employees, determine remuneration in accordance with policies set by the Board of Directors, and authorize employees to take actions in accordance with business situations. 9. Consider and approve capital expenditures and the annual operating budget, and supervise usage of the Company’s resources. 10. Determine guidelines and policies for senior management remuneration. 11. Arrange for the establishment of internal control and audit, put in place control systems that relate to finance, operations and compliance, risk control and management. 12. Arrange for the preparation of reports on financial and other general information that are important to shareholders in a complete, correct and adequate manner, as well as confirm the verification and certification of such reports. Authority and Duties of the Managing Director 1. Manage and direct the Company’s operations in accordance with policies and authorities determined by the Board of Directors. 2. Establish short-term and long-term business goals, annual business plan, expenditure budget, and long-term strategic plan for submission to the Board of Directors for approval. 3. Manage operations through the management team in order to achieve business plan goals, ensure sustainable competitiveness and appropriate returns for shareholders.
EN_Tipco_Annual Report 2014
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