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  1. The Board of Directors consists of not less than 5 directors but not more than 15 directors, as determined by the shareholders' meeting from time to time. Not less than half of the total number of directors must reside in the Kingdom of Thailand and the Company's directors must possess qualifications and not have any prohibited characteristics as prescribed by law.
  2. The Board of Directors must consist of independent directors in a number of at least one-third of the total number of directors, but not less than 3 directors.
  3. The Board of Directors shall elect one director to be the Chairman. In the event that the Board of Directors deems it appropriate, one or more directors may be elected as Vice Chairman. The Board of Directors may assign one or more directors or any other person to perform any act on behalf of the Board of Directors.
  4. The Chief Executive Officer shall be a director of the Company and the Secretary to the Board of Directors to enable the management to work with the Board of Directors efficiently.

  1. Possess complete qualifications and not have prohibited characteristics according to the law on public limited companies, the law on securities and exchange, the law on air navigation, and the criteria of the Securities and Exchange Commission, the Capital Market Supervisory Board, the Stock Exchange of Thailand, and the Company's articles of association. This includes not having characteristics indicating a lack of appropriateness to be trusted to manage a business whose shares are held by the public according to the notification of the Securities and Exchange Commission and the Stock Exchange of Thailand.
  2. Possess skills, knowledge, abilities, expertise, and experience (Skill Matrix) that are beneficial to the business operations, have leadership, broad vision, and understand the nature of the Company's business operations.
  3. Able to perform the duties of a director with care, caution, honesty, integrity, ethics, and responsibility, including making decisions based on appropriate information and reasoning.
  4. Be dedicated, able to devote sufficient time, and pay attention to performing duties according to responsibilities. Give importance to determining the vision, mission, direction, and strategy of the Company by expressing opinions independently. Seek information that is beneficial to determining the Company's direction.
  5. Cannot operate a business of the same nature and in competition with the business of the Company and its subsidiaries, or become a partner or director in another juristic person, or hold an executive position operating a business of the same nature and in competition with the business of the Company and its subsidiaries, in order to prevent conflicts of interest between personal interests and the public interest.
  6. Have never been dismissed or discharged from being a director of a private company on the grounds of fraud in duty (whether it is a vacation from the position of director in the case where the shareholders have a resolution or the court has an order).
  7. Be a person who is not related or not a representative from the Company's regulatory agency, as well as the core business of the Company and/or subsidiaries, or a concessionaire or licensee, granting important permissions or approvals, joint ventures with the government sector, so that decision-making on various matters is transparent and independent, able to make decisions reasonably and for the maximum benefit of the Company and its subsidiaries as a priority, without conflicts of interest, and considering the maximum benefit of the Company as a priority.
  8. Stipulate that directors should hold the position of director in listed companies on the Stock Exchange of Thailand not exceeding 5 places.
  9. In the case of independent directors, in addition to possessing complete qualifications according to the notification of the Securities and Exchange Commission and the Stock Exchange of Thailand, they must possess the following additional qualifications:
    • Not be or have been a government official or advisor receiving a regular salary from a government agency that is a major shareholder or has control over the Company, unless having vacated such characteristics for not less than 2 years.
    • Not have any other characteristics that prevent them from giving independent opinions regarding the Company's operations, which includes not being a state official according to the definition of the organic law on the prevention and suppression of corruption, and not being a person related to or a representative from the Company's regulatory agency, as well as the core business of the Company and/or subsidiaries, or a concessionaire or licensee, granting important permissions or approvals, joint ventures with the government sector.

Charter of the Board of Directors

  1. The Executive Committee shall comprise not fewer than three and not more than five directors of the Company.
  2. The Board of Directors shall appoint the members of the Executive Committee.
  3. The Chief Executive Officer shall serve as Secretary to the Executive Committee ex officio.
  4. The Chief Strategy Officer shall serve as Assistant Secretary to the Executive Committee ex officio.

The Executive Committee shall perform its duties with integrity, prudence, and in the best interests of the Company and its stakeholders. Members shall devote sufficient time and apply their knowledge, competence, and experience to perform their responsibilities effectively and achieve the Committee's objectives.

Charter of the Executive Committee

The Audit Committee shall comprise independent directors with diverse expertise, a sound understanding of the Company's business operations, and sufficient experience to provide independent and effective oversight. At least one member shall have adequate knowledge and experience in finance or accounting to review the reliability of the Company's financial statements. Qualifications of the Chairman and Members of the Audit Committee. 

  1. Be directors of the Company.
  2. Have sufficient time to perform their duties and express opinions and report operational results independently and objectively.
  3. Be independent directors in accordance with the Capital Market Supervisory Board (CMSB) criteria, and:
    • Not be a director assigned by the Board of Directors to make decisions concerning the operations of the Company, its parent company, subsidiaries, associated companies, companies in the same group, major shareholders, or persons with control over the Company.
    • Not be a director of the parent company, subsidiaries, or companies in the same group that are listed companies.
  4. Possess sufficient knowledge and experience to perform Audit Committee duties, with at least one member having sufficient expertise in finance or accounting to review the reliability of the Company's financial statements
  5. Not have authority to determine Company policies, operational procedures, or administrative decisions, and not be an employee, outsourced personnel, or consultant receiving regular remuneration from the Company, related parties, or major shareholders for at least two years prior to appointment or during service on the Audit Committee.
  6. Have no conflict of interest with the Company. This requirement applies during the person's service as Chairman or member of the Audit Committee and for one year prior to appointment as Chairman or member of the Audit Committee.
  7. Not be an ancestor, descendant, or spouse of a director of the Company, the highest-ranking executive, an executive, the Head of the Internal Audit Department, an internal auditor of the Company, or an internal auditor of any company in which the Company has a role in decision-making regarding policies and operations.

Charter of the Audit Committee

  1. The Chairman of the Nomination and Remuneration Committee should be an independent director.
  2. The Nomination and Remuneration Committee shall comprise directors, Company executives, and/or external advisers with relevant expertise, consisting of no fewer than three and no more than five members.
  3. The Board of Directors shall appoint the Chairman and members of the Nomination and Remuneration Committee.
  4. Independent directors shall constitute at least one-half of the total Committee membership.
  5. The Chief Human Resources Officer (DB) shall serve as Secretary to the Committee. The Director of HR Management (DI) and the Head of Office of the Internal Audit (D4) shall serve as Assistant Secretaries (for DD performance assessment) unless otherwise assigned by the Committee.

  1. Be a director, Company executive, and/or external adviser possessing relevant expertise.
  2. Be a person with vision, knowledge, competence, and experience in human resources management, human capital management, organizational management, organizational development, or related fields, together with an understanding of private-sector and business management.
  3. Be knowledgeable about the laws, regulations, and personnel standards applicable to the aviation industry, taking into account the specialized nature of the Company's business and its oversight by international organizations, including the European Union Aviation Safety Agency (EASA), the Federal Aviation Administration (FAA), and the International Air Transport Association (IATA).
  4. Be fully aware of the roles and responsibilities of a member of the Nomination and Remuneration Committee.
  5. Be independent and impartial when nominating qualified candidates for appointment as directors and/or other positions under the Committee's responsibility.
  6. Be able to devote sufficient time and provide constructive opinions in the performance of duties for the Company.
  7. Be qualified and not subject to any disqualifications or prohibitions under the Public Limited Companies Act, the Securities and Exchange Act, or any other applicable laws.

Charter of the Nomination and Remuneration Committee

  1. The Board of Directors shall appoint the Chairman and members of the Risk, Governance and Sustainability Oversight Committee, comprising not fewer than three members and not exceeding five members, with at least one member being an independent director.
  2. The Board of Directors may appoint external experts or non-directors to serve as members of the Committee, subject to the qualifications specified in this Charter.
  3. The Chief Executive Officer (DD) shall serve as the Secretary of the Committee, and the Chief Officer responsible for risk management and sustainability shall serve as the Assistant Secretary, unless the Committee determines otherwise.

  1. Be knowledgeable, competent, experienced, and possess integrity and ethical standards in business operations.
  2. Not be persons prohibited by law from holding such positions.
  3. Not engage in business activities that compete with the Company or hold positions as directors or senior executives of other business enterprises of the same nature and/or type, whether for their own benefit or the benefit of others.
  4. Be equipped with sufficient knowledge, expertise, and experience to effectively perform the duties.

Charter of the Risk, Governance and Sustainability Oversight Committee (RGSOC)