Corporate Governance
Management Structure
The Company’s management structure consists of six boards and sub-committees comprising the Board of Directors, the Executive Board, the Audit Committee, the Nomination and Remuneration Committee, the Environmental, Social, Governance and Sustainability Development Committee, and the Enterprise Risk Policy Committee. The details of each committee and their scope, duties and responsibilities are as follows:
1) Board of Directors
The Board of Directors consists of nine directors as follows:
- The Chairman, who is a different person from the President and Chief Executive Officer, so there is a clear segregation of roles, duties and a balance of power in operations.
- Four Independent Directors, accounting for more than one-third of the Board of Directors, to ensure board representation meets good corporate governance standards as set by the SET.
- Six of the Board members are non-executive directors and three are executive directors
The names and positions of the Board of Directors are as follows:
| 1. Mr. Bancha Ongkosit (1) | Chairman of the Board of Directors, Chairman of the Executive Board |
| 2. Mr. Pitharn Ongkosit (1) | Vice Chairman of the Board of Director, Chief Executive Officer, Chairman of the Risk Management Committee, Enterprise Risk Policy Committee member |
| 3. Chantima Ongkosit, MD | Director, Nomination & Remuneration Committee member |
| 4. Mr. Paitoon Taveebhol | Independent Director, Chairman of the Audit Committee, Chairman of the Nomination & Remuneration Committee, Enterprise Risk Policy Committee member, Environmental, Social, Governance and Sustainability Development Committee member |
| 5. Mrs. Voraluksana Ongkosit (1) | Director, Executive Vice Chairperson, Environmental, Social, Governance and Sustainability Development Committee member |
| 6. Mrs. Siriphan Suntanaphan | Director, Chairman of the Environmental, Social, Governance and Sustainability, Development Committee, Enterprise Risk Policy Committee member |
| 7. Mr. Kanchit Bunajinda | Independent Director, Audit Committee member, Chairman of the Enterprise Risk Policy Committee member, Nomination & Remuneration Committee member |
| 8. Sutee Mokkhavesa, Ph.D | Independent Director, Audit Committee member, Enterprise Risk Policy Committee member |
| 9. Mr. Sant Senadisai (2) | Independent Director, Environmental, Social, Governance and Sustainability Development, Committee member |
Remark :
(1) Executive Director
(2) Mr. Sant Senadisai was appointed as a Environmental, Social, Governance and Sustainability Development Committee member on February 13, 2024 in accordance with the resolution of the Board of Director’s Meeting No.2/2024 on February 13, 2024
The Authorized Directors
The directors with company signatory rights are Mr. Bancha Ongkosit, Chantima Ongkosit, MD, Mrs. Voraluksana Ongkosit, Mrs. Siriphan Suntanaphan and Mr. Pitharn Ongkosit. Two directors are empowered to jointly sign on behalf of the Company with the company seal.
Duties and Responsibilities of the Board of Directors:
- Acting in the best interests of shareholders (fiduciary duty) by adhering to the following four main practices:
1) Performing duties with all circumspection and caution (duty of care)
2) Performing duties with faithfulness and honesty (duty of loyalty)
3) Performing duties in compliance with laws, objectives, Articles of Association, and resolutions of Shareholders’ Meetings (duty of obedience)
4) Disclosing information to shareholders accurately, completely, and transparently (duty of disclosure)
- Approving and reviewing the Company’s vision, mandate, policy, operational and budget plan, and supervising the performance of top executives to ensure they efficiently and effectively comply with policies for the security and balanced and sustainable interest of all stakeholders.
- Undertake management in compliance with the law, the Company’s objectives and Articles of Association and the resolutions of Shareholders’ Meetings with integrity and in good faith, to protect the Company interest.
- In supervising the Company's business, the Board has determined the following matters to be the authority and responsibility of the Board, who shall consider for the approval:
1) Policy, strategic management, targets, plans and annual budget of the company and subsidiaries
2) The Company's monthly and quarterly performance, compare to the plan and budget
3) Investment projects that were not included in the annual capital budget, and approving any regular trade transactions which exceed the CEO's authorization limit.
4) The purchase or sale of assets, the acquisition of business and the participation in joint- venture that complies to the SET's criteria, and the value do not exceeding the President's authority
5) Any transactions or actions that will result in a major impact to the Company's financial status, debt burden, business operational strategy and reputation
6) Any contract execution that is not related to the usual business operations, as well as any important contract on the usual business activities
7) Opening and closing a Company's bank account with any financial institutes
8) Related Transactions between the Company, subsidiaries, associate company and related persons, which do not meet with the requirements of the SET and SEC
9) Payment of the interim dividend
10) The change of policy and procedure that significantly affect accounting, risk management or internal control
11) Determination and change of the approval authority conferred to CEO and executive management
12) The proposed appointment and the termination of the Company's directorship and the Company secretary status
13) Empowerment to either Chairman of the Board, CEO or Director, including the revision, change, amendment of the said empowerment, where the action does not contradict to the criteria and regulations of SET or SEC
14) The appointment and determination of the sub-committee's duties and responsibilities
15) The appointment of the Director in subsidiaries
16) The change or reorganizing the Company structure, for the Executive VP position up
17) Any other actions to comply with laws, the Company's objectives, the Articles of Association and the resolutions of the Board
- Supervising and examining the financial reporting system for accuracy, transparency and adequacy.
- Complying strictly with the Company’s good corporate governance policy.
- Initiate and be in part in determining the Corporate Governance policy, corporate governance guideline practice, roles and duty of the Company directors, and approve the CG policy.
- To establish the Internal Audit Unit to perform the duty within the Company, having a direct reporting line to the Audit Committee.
- Reviewing resolutions on director and executive remuneration for the best and sustainable interest of the Company and its shareholders.
- Supervising the process of appointment and election of directors for the purpose of transparency and clarity.
- Monitoring and managing any conflict of interest that may occur. Promoting awareness of the importance of the internal control system and internal audits to reduce the risk of fraud, abuse of authority and to prevent any illegal acts.
- Protecting the rights of all shareholders and stakeholders. Monitoring and supervising the disclosure of information and communications in an accurate, complete and transparent manner.
- Reviewing the recruitment and nomination of executives as needed.
- Policy placement, the administration of Company and including the auditing of the company's performance
- Overseeing and developing the risk management system, and corporate governance to achieve internationally accepted standards.
- Assessing the performance of the Board and its committees annually (in addition, each individual director performs a self-assessment).
- Attending all meetings of the Board of Directors and shareholder meetings except in unavoidable circumstances with advance notification to the Board or the secretary to the Board.
The Company has defined the role and qualifications of the Independent Directors in compliance with the Securities and Exchange Commission’s and the Stock Exchange of Thailand’s criteria, as follows:
1) Shall not hold more than 0.5% of the total voting shares of the company, including the shares held by related persons of that independent director.
2) Is not or has never been a director involved in management, an employee, a staff member, a salaried advisor, or a person with controlling authority in the company unless at least 2 years have passed since leaving such positions.
3) Is not related by blood or by legal registration (e.g., parent, spouse, sibling, child, or spouse of a child) to any other director, executive, major shareholder, controlling authority, or a person nominated as a director, executive, or controlling authority of the company or its subsidiaries.
4) Has no current or prior business relationship with the company in a manner that might obstruct independent judgment. This includes not being or having been a significant shareholder or controlling authority of an entity that has a business relationship with the company unless at least 2 years have passed since such relationships ended.
5) Is not and has never been an auditor of the company* and is not a significant shareholder, controlling authority, or partner of the audit firm where the auditor of the company belongs, unless at least 2 years have passed since such relationships ended.
6) Is not and has never been a professional service provider, including a legal or financial advisor who receives service fees exceeding 2 million baht per year from the company, nor a significant shareholder, controlling authority, or partner of that professional service provider unless at least 2 years have passed since such relationships ended.
7) Is not appointed as a representative of the company's directors, major shareholders, or shareholders who are related to major shareholders.
8) Does not operate or hold shares exceeding 0.5% of total voting shares in a business that is similar to and significantly competes with the company or its subsidiaries, nor is a partner in a partnership or a director involved in management, employee, staff member, or salaried advisor of such competing business.
9) Has no other characteristics that would impede the ability to express independent opinions on the company's operations.
10) Is capable of performing duties, expressing opinions, and reporting work outcomes independently, without being under the control of the company's management, major shareholders, or related persons, including close relatives of those individuals.
Roles and Duties of the Chairman of the Board
The Chairman functions as the leader of the board. He has the responsibility of setting the board agenda, providing information to directors, and to lead open boardroom discussions, enabling the directors to engage in constructive debate and effective discussions that are beneficial to the Company.
The Chairman works to create and maintain a culture of openness and constructive challenge which allows for a diversity of views to be expressed. The Chairman should also be available to shareholders for dialogue on key matters of Company governance, particularly in areas where shareholders have concerns.
Even though the Chairman is not an independent director, the Nomination and Remuneration Committee is of the opinion that this management structure is suitable to the nature of KCE’s business, and that his talents have been instrumental in the success and continued growth of the business. As the Chairman was the first person to bring PCB production technology to Thailand, he therefore has many years of expertise in the PCB business and is capable of performing his duties with an accountability to the benefit of all stakeholders, particularly minor shareholders.
The Chairman of the Board has neither absolute nor superior powers. The Public Company Act describes the additional responsibilities and duties of the Chairman as:
- Acting as a chairman at the board meeting and overseeing board meetings to ensure they are efficient and open for comments, suggestions and independent recommendations by the directors.
- Having a casting vote in the board meeting and shareholder meetings.
- Calling board meetings
- Acting as chairman at shareholder meetings
In addition to his roles and responsibilities as director, the Chairman must strictly comply with the ethics and good corporate governance practices and act as a role model for the directors, and all employees of the Company.
2) Executive Board
The Board of Directors appoints the Executive Committee, which comprises the directors and senior executive management as follows:
The names and positions of the members of the Executive Committee are as follows:
| 1. Mr. Bancha Ongkosit | Chairman of the Executive Committee |
| 2. Mrs. Voraluksana Ongkosit | Executive Vice Chairperson |
| 3. Mr. Pitharn Ongkosit | President & CEO |
| 4. Mr. Fredrick Gharapet Ohanian | Executive Vice President of Operations |
| 5. Mrs. Wasara Chotithammarat | Senior Vice President of Accounting & Finance |
| 6. Mrs. Siriphan Suntanaphan | Director of Thai Laminate Manufacturer Co., Ltd. (Subsidiary Company) |
| 7. Mr. Lin, Po-Chiung | Director of Chemtronic Products Co., Ltd. (Subsidiary Company) |
Duties and Responsibilities of the Executive Committee:
- Review the policy, direction, strategic plan to conduct the business, Management structure and the annual budget of the Company and Subsidiaries, all investment projects and Manpower plan
- Approving the nomination, selection, and appointment of a new executive management (Assistance VP position or higher), and determine compensation in line with the Nomination & Remuneration Committee's criteria
- Supervising the performance of Management in accordance with Company policy, having overall responsibility for and taking control of the expenses and investment funds as outlined in the Company’s Annual Plan as approved by the Board of Directors.
- Reviewing the performance results in line with management policy and determining the positioning, strategic and operational plans in order to achieve the Company’s ultimate goals.
- Taking responsibility for the performance results of management and providing troubleshooting advice in order to ensure the Company’s goals are efficiently achieved.
- Taking control of the Company’s expense budget as assigned by the Board of Directors or as outlined in the Company’s Annual Plan.
- Providing information and advice to the Board of Directors in support of any decision-making for the Company.
- Solving problems or conflicts that have an impact on the organization of the Company.
- Maintaining efficient communications with stakeholders.
- Reviewing the Company’s fundraising plans for further submission to the Board of Directors.
- Approving the appointment of advisors for specific areas, as required by the Company’s business operations.
3) Audit Committee
The Board of Directors appointed the Audit Committee, whose qualifications are fully compliant with the criteria of the Stock Exchange of Thailand, to review business operations, financial reports and internal control systems, to select independent auditors, and to review conflicts of interest. The members of the Audit Committee have the necessary qualifications and experience to ensure the reliability of the financial statements.
The Audit Committee consists of three directors who meet the following the criteria:
- Three independent directors
- The committee chairman has adequate knowledge and experience to review and attest to the reliability of the financial statement.
The names and positions of the members of the Audit Committee are as follows:
| 1. Mr. Paitoon Taveebhol | Chairman |
| 2. Mr. Kanchit Bunajinda | Member |
| 3. Sutee Mokkhavesa, Ph.D | Member |
Ms. Chayanee Chaidetkhajorn was appointed as the Audit Committee's secretary.
Duties and Responsibilities of the Audit Committee:
- Conducting audits to ensure that the Company has prepared accurate and adequate financial reports and ensure the auditor attends the committee meetings on a quarterly basis
- Conducting audits to ensure that the Company complies with the Securities and Exchange Act, the requirements of the Stock Exchange of Thailand and other laws relating to the Company’s business
- Reviewing the disclosure of Company information in instances of connected transactions or transactions that may cause conflicts of interest, to ensure that such reported transactions are accurate and complete
- Conducting audits to ensure that the Company has proper and effective systems of internal control, including reviews of the internal audit report, the auditing procedures, and assessing the review of Company operations in accordance with generally accepted procedures and standards and coordinating with the Company’s auditor
- Reviewing, selecting, nominating or terminate the Company’s external auditor, as well as deciding on a suitable auditing fee, and meeting with the auditor at least once a year, in absent of management
- Making assessments of the Company’s major risks and giving advice to minimize such risks
- Approving the nomination, appointment, transfer or dismissal, and rewards to the chief of the Company Internal Audit Unit
- Approving the audit plan of the Internal Audit Unit; reviewing the budget plan and the manpower needs of the Internal Audit Unit
- Reviewing and making an assessment of the supervisory performance of the Audit Committee and preparing the report of the Audit Committee to be disclosed in the Company annual report
1) Accuracy and reliability of the financial report
2) Adequacy of the internal control
3) Compliance with the law on securities, SET requirements and applicable law
4) Auditor's suitability
5) Transactions with potential conflict of interests
6) Audit Committee's meetings and the attendance of individual member
7) Opinion or notice arising out of performing duties
8) Any other matters the shareholders and general investor should know
- The Chairman or the members of the Audit Committee shall attend Shareholders’ Meetings in order to provide explanations on matters relating to the Audit Committee or the appointment of the Company’s auditor
- Reviewing and revising updates of the Charter of the Audit Committee annually (if deemed appropriate)
- Ensuring the risk management systems to be in appropriated standard, conferring with the Risk Management Committee regarding the main policy related to risk management and risk assessment in all areas, including the risk of corruption
- Taking any other action as assigned by the Board of Directors
- Regularly report its performance to the Board every quarter
4) Nomination and Remuneration Committee
The Board of Directors is responsible for the appointment of the Nomination and Remuneration Committee, which comprises three directors as follows:
- Two independent directors and one non-executive director
- The chairman is the independent director
The names and positions of the members of the Nomination and Remuneration Committee are as follows:
| 1. Mr. Paitoon Taveebhol | Chairman |
| 2. Mr. Kanchit Bunajinda | Member |
| 3. Chantima Ongkosit, MD | Member |
Mrs. Wasara Chotithammarat was appointed as the Nomination and Remuneration Committee's secretary.
Duties Related to Nomination Tasks
- Considering the appropriate structure and the composition of the Board, for the Committee and individual, to suit the organization in terms of the size, business type and the complexity of the Company’s business; the qualification of each director in terms of education, knowledge, expertise, skill, experience and specialization that related to the Company’s business or industry that the Company currently operate
- Considering the qualification of the Independent Director that conforms to the SEC’s regulations
- Considering the qualification of top executive director who suits the Company’s business management to achieve the Company’s vision, covering the education, experience, knowledge and skill, and concerned factors of the business environment that is important must also be considered
- Creating policy, rules, methodology and procedure in nominating a person for the Company’s director, which conform to the structure and qualifications as determined and suit to the Company’s organization
- Recommending a development plan in order to enhance the knowledge for both current directors and new director, to understand the business, roles and responsibilities of the director and the important development. Coordinating with management to arrange orientation program to the new director, providing documents and information that are useful for the director to perform his duties
- Recommending a succession plan for the Company’s top executive in order to be prepared for the successor in the event that such top executive will retire or not in the position to perform the duty, so that the Company’s business could be continued to operate as usual
- Providing minority shareholders with an opportunity to propose qualified persons for selection as directors
- Selecting qualified director to be a member of the sub-committee and nominating the director to the Board of Directors for consideration
- Identifying qualified candidates to replace directors retiring at the end of their term or whatever the case may be, and submitting a list of nominees to the Board of Directors and/or the Shareholders’ Meeting for resolution
- Hold meetings and regularly report its performance to the Board at least twice a year.
Duties Related to Remuneration Tasks
- Reviewing and proposing compensation form and methodologies, so that remuneration is appropriately corresponds to respective assigned duties and responsibilities, by linking remuneration to the performance assessment, business plan and overall Company’s operating results. The directors’ remuneration should be adequate to provide incentives for the directors and to retain the capable directors. The Board of Directors should consider and propose to the Shareholders’ Meeting for approval resolution
- Considering the Assessment form for the Board of Directors and propose to the Board for approval. The form will be used and reviewed by the Nomination Committee and the assessment results will be considered in determining the Director’s compensation
- Considering the Assessment form of the annual performance for the Company’s CEO
- Reviewing and approving compensation structure and standards for the Company’s CEO, including other compensation in every year.
- Evaluating the CEO’s annual performance and determine appropriate remuneration, and propose to the Board of Directors for approval.
- Hold meetings and regularly report its performance to the Board of Directors at least twice a year.
5) Environmental, Social, Governance and Sustainability Development Committee
The Board of Directors is responsible for the appointment of the Environmental, Social, Governance and Sustainability Development Committee, which comprises four directors as follows:
The names and positions of the members of the Environmental, Social, Governance and Sustainability Development Committees are as follows:
| 1. Mrs. Siriphan Suntanaphan | Chairperson |
| 2. Mrs. Voraluksana Ongkosit | Member |
| 3. Mr. Paitoon Taveebhol | Member |
| 4. Mr. Sant Senadisai | Member |
Mrs. Suwadee.Setthasuk was appointed as the Environmental, Social, Governance and Sustainability Development Committee's secretary.
Duties and Responsibilities of the Environmental, Social, Governance and Sustainability Development Committee:
- Defining policy and proposing appropriate and practical guidance to the Company’s Board of Directors
- Managing and controlling Company operations in accordance with the Company’s good corporate governance standards, policies, and related laws
- Defining and reviewing important policies and procedures and revising them to be more appropriate on a regular basis
- Reporting to the Board of Directors on the results of good corporate governance including comments and for further proposed improvements
- Covering the scope of CSR activities
- The CG Committee is obliged to conduct at least three meetings a year, depending on the necessity and appropriateness. The results of the meetings are reported to the Board of Directors.
6) Enterprise Risk Policy Committee
The Board of Directors passed a resolution approving an establishment of the Enterprise Risk Policy Committee and appointing the Company Director and the CEO to be member of the Committee.
The names and positions of the members of the Enterprise Risk Policy Committee are as follows:
| 1. Mr. Kanchit Bunajinda | Chairman |
| 2. Mr. Paitoon Taveebhol | Member |
| 3. Mr. Pitharn Ongkosit | Member |
| 4. Mrs. Siriphan Suntanaphan | Member |
| 5. Sutee Mokkhavesa, Ph.D | Member |
Miss. Kanjana Khwannimit appointed as the Enterprise Risk Policy Committee's secretary.
Duties and Responsibilities of the Enterprise Risk Policy Committee:
- Create a policy and practical guideline for risk management to cover all dimensions of the risk for the Board of Directors to consider and approve
- Define essential risk for the Company and propose the preventive actions or minimizing the risk at an acceptable level
- Review the suffice of the risk policy and the risk management system, including the effectiveness of the system and practices in compliance with the policy
- Oversee, follow up and assess the performance, including the adjustment of the operation plan, in order to continually reduce the risk and be suitable for the Company’s business situation
- Performing other duties as assigned by the Board of Directors.
- Hold meetings and regularly report its performance to the Board at least twice a year
Risk Management Committee
The Board of Directors has established a Risk Management Committee and appointed the following members, who come from the senior executive management of operations.
The names and positions of the members of the Risk Management Committee are as follows:
| 1) Mr. Pitharn Ongkosit | Chairman |
| 2) Mr. Fredrick Gharapet Ohanian | Member |
| 3) Mrs. Wasara Chotithammarat | Member |
| 4) Mr. Athasidh Ongkosit | Member |
| 5) Mr. Viboon Sunthornwiwath | Member |
| 6) Ms. Nitaya Rojanakamphol | Member |
| 7) Mr. Rachaphol Suntanaphan | Member |
| 8) Mr. Lin Po-Chiung | Member |
Miss. Kanjana Khwannimit was appointed as the Risk Management Committee's secretary.
Duties and Responsibilities of the Risk Management Committee:
- Defining potential risk factors that could impact the Company’s business, and oversee the operations in line with the Risk Policy Committee's plan.
- Defining risk management policies to keep risk at an acceptable level.
- Defining the risk-management process according to risk-management policies, and following up to check on the effectiveness of the practice compared with the predefined process.
- Reviewing and ensuring that the practices of risk management are adequate, appropriate and practiced continuously so that risks can be maintained at an acceptable level.
- Presenting the overall risks facing the Company including the management process, and the results of performance to the Board of Directors on a quarterly basis.
Summary of the appointment of directors to subcommittees
| Directors | Board of Directors | Audit Committee | Nomination & Remuneration Committee | ESG & SD Committee | Enterprise Risk Policy Committee |
|---|---|---|---|---|---|
| Mr. Bancha Ongkosit |
C
|
-
|
-
|
-
|
-
|
| Mr. Pitharn Ongkosit |
VC
|
-
|
-
|
-
|
M
|
| Chantima Ongkosit, MD. |
M
|
-
|
M
|
-
|
-
|
| Mr. Paitoon Taveebhol |
M
|
C
|
C
|
M
|
M
|
| Mrs. Voraluksana Ongkosit |
M
|
-
|
-
|
M
|
-
|
| Mrs. Siriphan Suntanaphan |
M
|
-
|
-
|
C
|
M
|
| Mr. Kanchit Bunajinda |
M
|
M
|
M
|
-
|
C
|
| Sutee Mokkhavesa, Ph.D |
M
|
M
|
-
|
-
|
M
|
| Mr. Sant Senadisai* |
M
|
-
|
-
|
M
|
-
|
Remark :
C - Chairman/Chairperson
VC - Vice Chairman
M - Member
*Mr. Sant Senadisai was appointed as a Environmental, Social, Governance and Sustainability Development Committee member on February 13, 2024 in accordance with the resolution of the Board of Director’s Meeting No.2/2024 on February 13, 2024
Summary of meeting attendance of the Board of Directors in 2024
| Directors | Attendance (Meeting) | ||||||
|---|---|---|---|---|---|---|---|
| Board of Directors | Audit Committee | Nomination & Remuneration Committee | ESG & SD Committee | Enterprise Risk Policy Committee | Non-Executive Meeting | Annual General Meeting 28 Apr 2024 | |
| Mr. Bancha Ongkosit (1) |
11 / 13
|
-
|
-
|
-
|
-
|
-
|
1 / 1
|
| Mr. Pitharn Ongkosit |
13 / 13
|
-
|
-
|
-
|
4 / 4
|
-
|
1 / 1
|
| Chantima Ongkosit, MD |
13 / 13
|
-
|
1 / 1
|
-
|
-
|
1 / 1
|
1 / 1
|
| Mr. Paitoon Taveebhol |
13 / 13
|
5 / 5
|
1 / 1
|
3 / 3
|
4 / 4
|
1 / 1
|
1 / 1
|
| Mrs. Voraluksana Ongkosit (1) |
12 / 13
|
-
|
-
|
3 / 3
|
-
|
-
|
1 / 1
|
| Mrs. Siriphan Suntanaphan |
13 / 13
|
-
|
-
|
3 / 3
|
4 / 4
|
-
|
1 / 1
|
| Mr. Kanchit Bunajinda |
13 / 13
|
5 / 5
|
1 / 1
|
-
|
4 / 4
|
1 / 1
|
1 / 1
|
| Sutee Mokkhavesa, Ph.D (2) |
11 / 13
|
3 / 5
|
-
|
-
|
3 / 4
|
1 / 1
|
1 / 1
|
| Mr. Sant Senadisai* |
13 / 13
|
-
|
-
|
2 / 3
|
-
|
1 / 1
|
1 / 1
|
Remark :
*Mr. Sant Senadisai was appointed as a Environmental, Social, Governance and Sustainability Development Committee member on February 13, 2024 in accordance with the resolution of the Board of Director’s Meeting No.2/2024 on February 13, 2024
(1) Sick
(2) Business leave
Executive Management
In 2024, the names of 9 executive managements are as follows:
| 1. Mr. Bancha Ongkosit | Chairman of the Executive Board |
| 2. Mrs. Voraluksana Ongkosit | Executive Vice Chairperson/Dir. of the Executive Office |
| 3. Mr. Pitharn Ongkosit | President and Chief Executive Officer |
| 4. Mr. Fredrick Gharapet Ohanian | Executive Vice President of Operations |
| 5. Ms. Siwibha Mahatharadol | Assistant of President and Chief Executive Officer |
| 6. Mrs. Wasara Chotithammarat | Senior Vice President of Accounting &Finance |
| 7. Mr. Athasidh Ongkosit | Senior Vice President of Information Technology |
| 8. Mr. Viboon Sunthornwiwath | Senior Vice President of Human Resources |
| 9. Mr. Boonchuan Immaraporn | Senior Vice President of Manufacturing Engineer |
The authority and duties of the Chief Executive Officer
The Chief Executive Officer has the authority and duties in respect to the management of the Company as assigned by the Board of Directors and shall manage the Company by strictly complying with the plan and budget as approved by the Board of Directors honestly, faithfully and carefully, and to protect the interests of the Company and shareholders include the following:
- Supervising the business operations and/or general management of the Company.
- Employing, appointing, removing, transferring, promoting, demoting, reducing salaries or wages, or taking disciplinary action against staff and employees, and, as required, summarily dismissing staff and employees except for the position of head of department or equivalent for which the dismissal requires the approval of the Board of Directors, as stipulated in the Working Rules.
- Being authorized to approve the employment of executive management; Sr. Vice President, Vice President and Manager
- Being authorized to direct, contact, instruct, take action, enter into legal acts, agreements, directives, notices or any letters in order to communicate with government agencies, state enterprises and other persons, as well as taking any necessary and appropriate action to complete the aforementioned interactions
- Giving approval or authorizing sub-agents to grant approval for the payment for the procurement of property and services for the Company’s benefit. The Managing Director’s authority to approve payment is limited to Bt800 million for normal commercial transactions and Bt400 million for procurement of other property. Payment exceeding the limit of the Managing Director’s approval shall be proposed for the approval of the Board of Directors.
- Being authorized to approve the salary adjustment, bonus payment and adjust annual compensation for Management and employee
- Directing the preparation and submission of the Company’s business policy, as well as business and budget plans for the approval of the Board of Directors, and reporting on the progress under the approved business and budget plans to the Board of Directors quarterly.
- Managing or undertaking business in accordance with the policy, business and budget plans approved by the Board of Directors and/or the Executive Committee.
- Being eligible to authorize sub-agents and/or assign other persons to perform certain duties. Such authorization and/or assignments shall be subject to the extent of authorization under this Power of Attorney and/or in accordance with the regulations, rules or directives stipulated by the Board of Directors and/or the Company.
- Approving the appointment of the authorized signatory for checks or money-ordering documents of the Company, as well as agreements, accounting and financial documents and general documents.
- Acting as management advisor in respect of the financial, marketing, human resources and other operational policies that involve the Company’s business operations.
- Approving the appointment of advisors for specific tasks as required for the Company’s business operations.
- Acting as the authorized person in managing the Company’s business, in all respects, in accordance with the Company’s objectives, rules, policies, regulations, codes of conduct, directives, resolutions of shareholder meetings and/or resolutions of the Board of Directors or Executive Committee.
Company Secretary
To comply with good governance practice, the Board of Directors appointed Mrs. Wasara Chotithammarat, to be the Company Secretary, assisting the directors in ensuring that the Company has an appropriate, efficient and transparent operation. On behalf of the Company or the Board, the Company Secretary’s responsibilities are as follows;
- Preparing and keeping the following documents:
1) Directors’ Profiles
2) Invitation letters to meetings and minutes of Board meetings and the Company’s annual report
3) Invitation letters to shareholders and minutes of shareholder meetings.
- Keeping track of the company’s connected transaction disclosures, as reported by directors or members of management
- Performing other duties as assigned by the Board of Directors
- Organizing Shareholders’ Meetings and Board of Directors’ meetings in accordance with the laws, the Company’s Articles of Association and other relevant requirements
- Drafting management policies
- Recording the minutes of Shareholder and Board meetings, and following up to ensure compliance of the resolutions of these meetings
- Ensuring the disclosure of Company data and information to the authorized supervising bodies in accordance with the regulations and requirements of the Government authorities
- Ensuring Company and Board compliance with the laws and requirements of the SEC/SET
- Promoting and standardizing good corporate governance in the company
- Communicating with the shareholders to ensure that they receive their entitlements and information from the Company
- Managing the activities of the Board of Directors
Biographies of the Company Secretary
Mrs. Wasara Chotithammarat
- Currently, being the Senior Vice President of Accounting & Finance
- Education: Master of Business Administration, Faculty of Commerce and Accountancy, Thammasat University
- Qualification: Knowledge of relevant Accounting matters and be able to make a conclusion, prepare the Board Meeting's minutes, organize a Shareholders' Meeting. She is also flexible in performing the duty, posses a good interpersonal relationship, creative thinking and posses leadership skill. In addition, she is capable of communication and co-ordination with others and being honest.
- Attended the seminar in Company Secretary related courses, organized by Thailand Institute of Directors (IOD) and other related trainings from SET
Remuneration of Directors
The Nomination and Remuneration Committee has considered the principle and the form of the remuneration of directors and executive management, taking into account the fairness which reflects the extent of their duties and responsibilities and the suitability against the achievements, the Company’s operating performance and other related factors, including a comparison to the remuneration of other similar companies in the same industry. The company also made a reference to the survey of remuneration of directors which was jointly undertaken by the Stock Exchange of Thailand and the Thai Institute of Directors Association (IOD).
1) The policy and criteria of the remuneration for the Company Directors
The director remuneration policy and criteria is established by the Board of Directors. Currently, the form of remuneration of the directors comprises of 3 types; the monthly compensation, the yearly compensation, and meeting allowance which considers the tasks, responsibilities and performance of directors, including a comparison to the remuneration of other similar companies in the same industry. The remuneration criteria is application to all directors, including the executive directors.
The Nomination and Remuneration Committee has reviewed and proposed the remuneration of directors to the Board of Directors for consideration and concurrence in submitting it to the Annual General Meeting each year. The 2023 and 2024 remuneration of directors was approved by AGM No. 40/2023 on April 27, 2023 and AGM No. 41/2024 on April 18, 2024 respectively.
Remuneration of Board of Directors
| No. | Name | Position | Remuneration (Baht) | Meeting Allowance (Baht) | ||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||
| 1. | Mr. Bancha Ongkosit | Chairman | 2,200,000 | 2,200,000 | 585,000 | 520,000 |
| 2. | Mr. Pitharn Ongkosit | Vice Chairman | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 3. | Chantima Ongkosit, MD | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 4. | Mr. Paitoon Taveebhol | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 5. | Mrs. Voraluksana Ongkosit | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 6. | Mrs. Siriphan Suntanaphan | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 7. | Mr. Kanchit Bunajinda | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 8. | Dr. Sutee Mokkhavesa | Director | 1,100,000 | 1,000,000 | 520,000 | 460,000 |
| 9. | Dr. Panja Senadisai (1) | Vice Chairman | - | - | - | 220,000 |
| 10. | Mr. Sant Senadisai (2) | Director | 1,100,000 | 1,100,000 | 520,000 | 200,000 |
| Total |
11,000,000
|
11,000,000
|
4,745,000
|
4,160,000
|
||
| Number of meetings |
13 times
|
12 times
|
||||
Remark:
(1) Panja Senadisai, Ph.D ends his term as director on June 26, 2023
(2) Mr. Sant Senadisai was appointed as a director on July 11, 2023 in accordance with the resolution of the Board of Director’s Meeting No.7/2023 on July 11, 2023
Remuneration of Audit Committee
| No. | Name | Position | Remuneration (Baht) | Meeting Allowance (Baht) | ||
|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||
| 1. | Mr. Paitoon Taveebhol | Chairman |
560,000
|
560,000
|
200,000
|
240,000
|
| 2. | Mr. Kanchit Bunajinda | Member |
480,000
|
480,000
|
175,000
|
210,000
|
| 3. | Sutee Mokkhavesa, Ph.D | Member |
480,000
|
480,000
|
105,000
|
210,000
|
| Total |
1,520,000
|
1,520,000
|
480,000
|
660,000
|
||
| Number of meetings |
5 times
|
6 times
|
||||
Remuneration of Nomination and Remuneration Committee
| No. | Name | Position | Meeting Allowance (Baht) | |
|---|---|---|---|---|
| 2024 | 2023 | |||
| 1. | Mr. Paitoon Taveebhol | Chairman |
30,000
|
90,000
|
| 2. | Mr. Kanchit Bunajinda | Member |
25,000
|
75,000
|
| 3. | Panja Senadisai, Ph.D (1) | Member |
-
|
25,000
|
| 4. | Chantima Ongkosit, MD (2) | Member |
25,000
|
25,000
|
| Total |
80,000
|
215,000
|
||
| Number of meetings |
1 time
|
3 times
|
||
Remark:
(1) Panja Senadisai, Ph.D ends his term as director on June 26, 2023
(2) Chantima Ongkosit, MD was appointed as a director of Nomination and Remuneration Committee on July 11, 2023 in accordance with the resolution of the Board of Director’s Meeting No.7/2023 on July 11, 2023
Remuneration of Enterprise Risk Policy Committee
| No. | Name | Position | Meeting Allowance (Baht) | |
|---|---|---|---|---|
| 2024 | 2023 | |||
| 1. | Mr. Kanchit Bunajinda | Chairman |
120,000
|
120,000
|
| 2. | Mr. Pitharn Ongkosit | Member |
100,000
|
100,000
|
| 3. | Mr. Paitoon Taveebhol | Member |
100,000
|
100,000
|
| 4. | Mrs. Siriphan Suntanaphan | Member |
100,000
|
100,000
|
| 5. | Sutee Mokkhavesa Ph.D | Member |
75,000
|
50,000
|
| 6. | Panja Senadisai, Ph.D (1) | Member |
-
|
50,000
|
| Total |
495,000
|
520,000
|
||
| Number of meetings |
4 times
|
4 times
|
||
Remark:
(1) Panja Senadisai, Ph.D ends his term as director on June 26, 2023
Remuneration of Environmental, Social, Governance and Sustainability Development Committee
| No. | Name | Position | Meeting Allowance (Baht) | |
|---|---|---|---|---|
| 2024 | 2023 | |||
| 1. | Mrs. Siriphan Suntanaphan | Chairman |
90,000
|
60,000
|
| 2. | Mrs. Voraluksana Ongkosit | Member |
75,000
|
50,000
|
| 3. | Mr. Paitoon Taveebhol | Member |
75,000
|
50,000
|
| 4. | Mr. Sant Senadisai (1) | Member |
50,000
|
-
|
| Total |
290,000
|
160,000
|
||
| Number of meetings |
3 times
|
2 times
|
||
Remark:
(1) Mr. Sant Senadisai was appointed as a director of Environmental, Social, Governance and Sustainability Development on February 13, 2024 in accordance with the resolution of the Board of Director’s Meeting No.2/2024 on February 13, 2024.
2) The policy and criteria of the remuneration for the Executive Management
The Board determines the policy and criteria of the remuneration for the Executive management, which is proposed by the Nomination & Remuneration Committee to consider and approve. Such remuneration is appropriately determined and based on the remuneration structure of the Company, taken into account of a reference to the survey of remuneration by a recognized institute, inflation rates, the Company’s operating results, as well as the individual's performance, and in line with the assigned duties and responsibilities. The Company contributes remuneration in form of salary, annual bonus and contribution to provident fund.
Remuneration of Executive Management
| Type of Remuneration | 2024 | 2023 | ||
|---|---|---|---|---|
| Number | Amount (Baht) | Number | Amount (Baht) | |
| Salary |
8
|
32,035,768
|
10
|
30,357,341
|
| Bonus/ Contribution to Provident fund |
5,450,098
|
4,835,201
|
||
Other remunerations of Directors and Management
In the Board of Directors Meeting No. 3/2024 held on March 12, 2024, the Board of Directors passed a resolution to approve an Employee Joint Investment Program of KCE Electronics Public Company Limited - No. 2 ("EJIP"). The EJIP serves as another means of compensation for employees, executives of the Company and its subsidiaries, to promote a sense of ownership, and serve as a motivational tool to enhance performance and retain personnel in the long term. Qualified employees can apply to participate in the project on a voluntary basis. Each month, the Company will deduct a rate of 4% to 20% of the basic salary of each employee who joins the EJIP, and the Company will contribute 100% of such deducted amount. However, EJIP participants must strictly adhere to the conditions of the Silent Period, during which the shares cannot be transferred or sold.
Personnel
Total number of employees of the Company, as at December 31,
| Number of personnel | 2024 (person) | 2023 (person) | 2022 (person) | 2021 (person) |
|---|---|---|---|---|
| Management (Assistant MGR and up) | 77 | 73 | 75 | 65 |
| Sales & Administration staffs | 154 | 153 | 180 | 143 |
| Manufacturing operations | 751 | 812 | 794 | 766 |
| Subcontracted workers | 1,574 | 1,746 | 1,688 | 1,552 |
| Total personnel* | 2,556 | 2,784 | 2,737 | 2,526 |
Total personnel of the Company and Subsidiaries, as of December 31, 2024
| Number of personnel* | 2024 (person) | 2023 (person) | 2022 (person) | 2021 (person) |
|---|---|---|---|---|
| KCE Electronics PCL. | 2,556 | 2,784 | 2,737 | 2,526 |
| KCE Technology Co., Ltd. | 1,659 | 1,824 | 1,820 | 1,824 |
| K.C.E. International Co., Ltd. | - | - | 142 | 257 |
| Thai Laminate Manufacturer Co., Ltd. | 341 | 334 | 346 | 345 |
| Group of Chemtronic | 70 | 69 | 70 | 64 |
| KCE (Thailand) Co., Ltd. | 17 | 16 | 16 | 16 |
| Circuit Holding Co., Ltd. | - | - | - | - |
| Total personnel in the country | 4,643 | 5,027 | 5,131 | 5,032 |
| KCE Singapore Pte., Ltd. | 29 | 29 | 32 | 32 |
| KCE America Inc. | 26 | 26 | 26 | 26 |
| International Circuits Ltd. | 14 | - | - | - |
| Total overseas personnel | 69 | 50 | 58 | 58 |
| Total Personnel* | 4,712 | 5,082 | 5,189 | 5,090 |
*Include subcontracted personnel
Remuneration to Employees
As at December 31, 2024, total number of the Company’s employee was 2,556 and total remuneration paid to employee was at a totaling of Baht 1,114 million, which consisted of the salary and wages, overtime pay, cost of living allowance, the annual bonus, other compensations, the company contribution to social security fund, the contribution to provident fund and employee joint investment program, and other employee benefit projects. In addition, the Company's subsidiaries have total employee 2,156 and also paid the same form of remuneration to employee at a totaling of Baht 1,229 million during 2024.
| Remuneration to employees | 2024 (Million Baht) | 2023 (Million Baht) | 2022 (Million Baht) | 2021 (Million Baht) |
|---|---|---|---|---|
| KCE Electronics PCL. | 1,114 | 1,144 | 1,259 | 1,139 |
| Company's subsidiaries | 1,229 | 1,249 | 1,350 | 1,325 |
| Total Remuneration to employees | 2,343 | 2,393 | 2,609 | 2,464 |
Auditor’s remuneration
- The Board provides external independent auditors who are qualified to be the auditors of companies approved by the Securities and Exchange Commission (SEC) by appointing a rotating auditor at least every 7 years. The same auditor shall not be appointed to perform the audit for 7 years whether consecutive or not, and will not be appointed to audit the Company's accounts except after at least 5 consecutive fiscal years have elapsed.
- The auditor has authority to audit the Company’s and subsidiaries accounts, other related documents and evidence related to income and expenses including the assets and liabilities of the Company and subsidiaries during business hours. In this case, the auditor has authority to interrogate directors, management, employees of the Company in any position and also representatives of the Company and also advise them to provide financial facts or provide related documents or evidence related to the Company’s business operations. The auditor has a duty to attend every shareholders’ meeting when considering the financial statements and any issues related to the Company’s accounting.
- The shareholders' meeting approved the appointment of auditors from KPMG Phoomchai Audit Company Limited as the auditors for the company and its subsidiaries for the year 2024with the annual audit fee for the group, totaling 4,475,0000 Baht.
- In 2024, the company established a subsidiary, Circuit Holding Co., Ltd., and the audit fees for this newly added subsidiary were approved by the Board of Directors. This was in accordance with the resolution of the shareholders' meeting, which authorized the Board to approve the appointment of auditors and determine audit fees for any subsidiaries that may be newly established or undergo changes during the year 2024.
| List of auditors approved by shareholders | CPA Registration No. |
|---|---|
| 1) Mr. Sumate Jangsamsee | 9362 |
| 2) Mr. Chokechai Ngamwutikul | 9728 |
| 3) Mr. Veerachai Ratanajaratkul | 4323 |
| 4) Mr. Teerawat Witthayaphalert | 11464 |
The Key Audit Engagement Partner in auditing the company's financial reports in 2024 is Mr. Sumate, who has been performing his duties in auditing the company's accounts for the 5th year.
The Company and 8 subsidiaries paid the audit fees to KPMG Poomchai Audit Ltd., as follows:
1. Audit fee:
(Unit: Baht)
| Company | 2024 | 2023 | 2022 |
|---|---|---|---|
| 1. KCE Electronics PCL. | 1,657,000 | 1,657,000 | 1,563,000 |
| 2. K.C.E. International Co., Ltd. | 100,000 | 115,000 | 200,000 |
| 3. KCE Technology Co., Ltd. | 1,112,000 | 1,112,000 | 1,049,000 |
| 4. Thai Laminate Manufacturer Co., Ltd. | 589,000 | 589,000 | 556,000 |
| 5. KCE (Thailand) Co., Ltd. | 375,000 | 375,000 | 357,000 |
| 6. Chemtronic Technology (Thailand) Co., Ltd. | 75,000 | 75,000 | 75,000 |
| 7. Chemtronic Products Co., Ltd. | 294,000 | 294,000 | 280,000 |
| 8. CTC Chemical Co., Ltd. | 273,000 | 273,000 | 260,000 |
| 9. Circuit Holding Co., Ltd.* | 150,000 | - | - |
| Total Audit fee for the year | 4,625,000 | 4,490,000 | 4,340,000 |
* Established on October 18, 2024
2. Non-Assurance Services
(Unit: Baht)
| Company | Non-Assurance Service | 2024 | 2023 | 2022 | |
|---|---|---|---|---|---|
| Paid during the year | Future Payment | Total | Total | ||
| 1. KCE Electronics PCL. | Inventory and asset destruction fee | 15,000 | - | 15,000 | 15,000 |
| 2. K.C.E. International Co., Ltd. | Inventory and asset destruction fee | - | - | 15,000 | 15,000 |
| 3. KCE Technology Co., Ltd. | Inventory and asset destruction fee | 15,000 | - | 15,000 | - |
| 4. KCE Electronics PCL | BOI audit fee | - | 140,000 | 140,000 | 70,000 |
| 5. KCE Technology Co., Ltd. | BOI audit fee | - | 140,000 | 210,000 | 210,000 |
| 6. Thai Laminate Manufacturer Co., Ltd. | BOI audit fee | - | 130,000 | 195,000 | 195,000 |
| 7. Chemtronic Technology (Thailand) Co., Ltd. | BOI audit fee | - | - | - | - |
| 8. Chemtronic Products Co., Ltd. | BOI audit fee | - | 120,000 | 120,000 | 120,000 |
| Total Non-Assurance Service | 30,000 | 530,000 | 710,000 | 625,000 | |
For the financial year ended 31 December 2024, the external auditors confirmed to the Audit Committee on the actions they take to maintain their professional independence with respect to the Company and its affiliates in accordance with the Code of Ethics for Professional Accountants issued by Thailand’s Federation of Accounting Professions by not holding any shares in the Company and its affiliates and not purchasing goods and services from the Company and its affiliates
Good Corporate Governance
Good corporate governance means establishing a management structure and mechanism within the organization to create relations between the Company’s Board of Directors, the management, staffs and shareholders, taking into account the interests of all stakeholders.
Good corporate governance will enhance the company’s competitive edge both in short term and long term, which will lead to adding values to the shareholders, as well as create benefits for all concerned parties. KCE stipulates corporate governance policy for use as practical guideline for the directors, management and all employees, in order to support KCE’s efficient operation, the best corporate governance and administration, and to conduct business with fairness, transparency and accountable.
The mentioned management structure reflects key principles of good corporate governance as follows:
- Honesty
Conduct business by taking into account the company’s benefit; adhere to honesty towards one’s own responsibility and all stakeholders; do not take any advantage, and be aware that dishonesty is unacceptable.
- Open-mindedness and transparency
Conduct business with transparency; be ready to disclose the company’s key information in a correct, complete, timely, and accountable manner; be open-minded to the views of all stakeholders for continuous improvement.
- Equitable treatment
Conduct business and treat shareholders, customers, business partners, creditors, employees, and all concerned with equality and respect for human rights principles.
- Fairness
Conduct business and treat shareholders, customers, business partners, creditors, employees, and all concerned with fairness to reach common balanced benefit.
- Commitment to agreement
Conduct business with responsibility towards shareholders, customers, business partners, creditors, employees, and all concerned so that work will be accomplished according to the policy, good system, and agreement committed to all stakeholders.
- Responsibility towards society
Conduct business by dealing with stakeholders, communities, and society according to their rights; conduct the company’s activities by taking into account the environment and society for sustainable development and growth.
KCE achieved a score of “Excellent” (Excellent CG Scoring) level of corporate governance since 2014. This assessment is provided by the Thai Institute of Directors Association (IOD) and represents a significant corporate governance rating endorsed by the Stock Exchange of Thailand and the Securities and Exchange Commission (SEC). This rating reflects the commitment and dedication of the company's board of directors, management, and all employees to consistently and tangibly adhere to good corporate governance principles.
Company Secretary
Mrs.Wasara Chotithammarat
| Address: | KCE Electronics Public Company Limited 72-72/1-3, Lat Krabang Industrial Estate, Kwang Lumplatew, Lat Krabang, Bangkok 10520, Thailand |
| Tel: | +66 (0) 2326-0196-9 ext. 1201 |
| Fax: | +66 (0) 2326-0300 |
| E-mail: | wasara.c@kce.co.th |
