Thailand
Answer ... The board of directors’ primary roles and responsibilities are to ensure that the company operates its business in accordance with:
- the applicable laws;
- the objectives of the company;
- the articles of association; and
- resolutions of the shareholders’ meetings.
Members of the board have fiduciary duties towards the company and the shareholders. Some, if not all, members of the board also have the authority to act on behalf of the company vis-à-vis third parties. Such directors are called ‘authorised directors’ and are legal representatives of the company.
Thailand
Answer ... The board generally exercises its roles and responsibilities through various organs and instrumentalities of the company by creating policies and making key decisions on the company’s business. It is also common practice for the board to consider and approve the appointment and removal of key executives and personnel of the company who are tasked with the implementation of the board’s policies and decisions under the board’s supervision.
Thailand
Answer ... (a) Strategic planning?
It is generally accepted that strategic planning is part of the board’s overall roles and responsibilities; although the board’s role regarding these aspects varies greatly from company to company and depends largely on the company’s circumstances.
(b) Risk management?
It is generally accepted that risk management is part of the board’s overall roles and responsibilities; although the board’s role regarding these aspects varies greatly from company to company and depends largely on the company’s circumstances.
(c) Major and related-party transactions?
Major and related-party transactions usually require approval from the board of directors; but in some cases – especially where the transaction is of a significant value – the board may have to seek further approval from the shareholders.
(d) Conflicts of interest?
Members of the board must avoid having a conflict of interest with the company. Specifically, the law prohibits directors from engaging in any business which is of the same nature or in competition with the company’s business, whether for themselves or for the benefit of other parties, without consent from the shareholders of the company.
Thailand
Answer ... Usually no, except for independent directors who, by definition, cannot serve as executives of the company or otherwise be involved in the day-to-day operations of the company.
Thailand
Answer ... Each director has fiduciary duties towards, and must exercise his or her duties in good faith and for the best interest of, the company and the shareholders. Directorship is a legal status exclusive to the individual who is so appointed, and as such, the performance of important director duties, such as attending a board meeting, cannot be legally delegated to other persons.
Thailand
Answer ... Directors who cause damage to the company, whether intentionally or negligently, may be personally liable to the company for the damages. Directors may also be subject to criminal liabilities in cases where the company violates any criminal law in Thailand in the course of conducting its business, if the aforesaid violation is caused by an action or inaction of the directors.