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Areeya Property PLC.
Management and Corporate Governance

Board of Directors

As of 31 December 2016, there are seven directors as the names were shown below:

No. Name Position Number of attended meetings/all meetings of year 2016
1. Mr. Wisit Laohapoonrungsee Chairman and Chief Executive Officer 6/6
2. Mr. Viwat Lauhapoonrungsi Director 5/6
3. Mrs. Niphapat Romerattanaphun Director 6/6
4. Mr. Thun Thiansuwan Director 6/6
5. Mr. Wanchai Tantikul Independent Director and Chairman of the Audit Committee 6/6
6. Mr. Preecha Boonyakida Independent Director and Audit Committee 6/6
7. Mr. Sompol Thiensuvan Independent Director and Audit Committee 6/6
Total number of meetings 6

Authorized signatories are Mr. Wisit Laohapoonrungsee or Mrs. Niphapat Romerattanaphun or Mr. Thun Thiansuwan or Mr. Viwat Lauhapoonrungsi, two directors in four directors signing together with affixing the Company's seal.

Scope of duty and responsibility of the Board

  1. To perform their job legally and follow the company objectives and rules as well as the resolution in the shareholders' meeting with the following exception that need approval from shareholders' meeting before execution such as the activities that the law assign to have the resolution from the shareholders' meeting, relating transactions and purchasing and selling any securities according to the regulation of the Stock Exchange of Thailand or as assigned by other Government section.
  2. To appoint or change the company's authorized signatories.
  3. To set policy, strategy and direction of company management as well as to supervise the executive to carry on the work effectively in accordance with the business policy, strategy and direction, in order to supremely increase economic value for the shareholders and for sustainable growth.
  4. To consider and decide in important activities such as business plan, budget, mass investment projects, or any legal regulation.
  5. To assess the results of the performance and determine the payment for the executives.
  6. To be responsible for the results of execution and duty performance of executives with intention and carefulness.
  7. To conduct accounting system, financial report and accounting report, to set the process in assessing the proper internal control, as well as to have an efficient and effective of internal audit; risk management; financial reporting and monitoring.
  8. To prevent conflict of interest among the company's stakeholders.
  9. To supervise duty performance to be in ethical behavior.
  10. To set internal regulation and company code.
  11. To report their job responsibility, in conducting financial report, together with the audited financial report revealed in the annual report; and include important activities in accordance with the Stock Exchange of Thailand policy of desirable performance for the company's board.
  12. To appoint someone to administer the company business activities under their supervision or give the person authority and/or within the agreed time period; and the board can cancel, discharge or change this authority at any time.

Audit committee

As of December 31, 2016, there are three Audit Committee directors which are appointed from the Board meeting were shown below:

No. Name Position Number of attended meetings/
all meetings of year 2015
1. Mr. Wanchai Tantikul Independent Director and Chairman of the Audit Committee 12/12
2. Mr. Preecha Boonyakida Independent Director and Audit Committee 12/12
3. Mr. Sompol Thiensuvan Independent Director and Audit Committee 12/12
Total number of meetings 12

Audit Committee is an independent organization to support, review the financial information, and report to the shareholders and other related persons.

Scope of duty and responsibility of the audit committee

  1. To review the Company's financial report is accuracy and adequacy.
  2. To ensure that the Company has a suitable and efficient internal control system and internal audit, the audit committee shall consider the following issue:
    • To strengthen the independence of the internal audit department, the audit committee shall approve any selection, promotion, rotation or termination of the department head.
    • To ensure the independence of the internal audit department, the audit committee shall consider other factors that might impact its independent performance, including reporting and supervision processes.
  3. To ensure that Company compliance with the securities and stock exchange laws, the Stock Exchange of Thailand's regulations and other business laws.
  4. To consider, select, nominate and recommend remuneration of the Company's external auditor. The audit committee shall consider the following issues:
    • To ensure the independence of the external auditor. The audit committee shall consider any factors that may conflict with the auditor's efficient and professional operations.
    • To freely discuss significant matters, the audit committee shall meet privately with the external auditor once a year, without the management team being present.
  5. To ensure that the firm complies all related rules when is a connected transaction or transaction that may lead to conflict of interests
  6. To make Audit's Committee's performance report which is signed by the chairman of Audit Committee and disclosed in the Company's annual report, its report should include the following information:
    • accurateness, completeness and credibility of the company's financial report
    • adequacy of the firm's internal control system
    • compliance with SEC's and SET's laws and regulation and other laws relevant to the company's business
    • suitability of the external auditor
    • transactions that may cause conflicts of interest
    • the number of committee meetings and attendance of each member
    • other concerns that have arisen as the audit committee performed its duties as defined in the committee's charter.
    • anything else which should be made available to shareholders and general investors within the scope of duties and responsibilities assigned by the Board.
  7. To perform any other activities assigned by the Board of Directors and agreed by Audit Committee.

Executive Committees

As of December 31, 2016, Executive Committees of the Company consist of four executive committees as follow:

No. Name Position Number of attended meetings/
all meetings of year 2016
1. Mr. Wisit Laohapoonrungsee Chairman and Chief Executive Officer 15/19
2. Mr. Viwat Lauhapoonrungsi Director 19/19
3. Mrs. Niphapat Romerattanaphun Director 19/19
4. Mr. Thun Thiansuwan Director 19/19
Total number of meetings 19

The member shall be appointed by the Board to have duty and responsibility. Their power are unable to authorize items or persons that can gain and loss, or may have a conflict of interest (according to the designation of The Securities and Exchange Commission, Thailand) except in approve some activities that agree with policies, methods or regulations that Board approved.

Scope of duty and responsibility of Executive Committee

  1. To determine policies, directions strategies and structures of the Company's business to support an economic conditions and competition that has announced to the shareholders to ask for and agreement of the Board.
  2. To determine business plan, budget and managing authority of the Company to ask for an agreement of the Board.
  3. To examine and monitor the determined policy and managing method to be efficiently and benefit to the company.
  4. To monitor the company's progress to follow the approved business plan.
  5. To consider an investment project of the company in order to offer to the Board.
  6. To make the legal act with the financial institution of opening an account, borrowing, mortgaging, pawning, guaranteeing, bargaining and register a proprietary right in order to run company's business.
  7. To supervise and approve company's normal business activities, and may hand over power to the Directors or other people to run tine work.
  8. To run other business activities as the Board assigned.

Management Team

As of December 31, 2016, the management team of the Company consists of 12 members as follow:

No. Name Position
1. Mr. Wisit Laohapoonrungsee Chairman and Chief Executive Officer ,Acting Assistant Director Marketing & Sale Department
2. Mr. Viwat Lauhapoonrungsi Director, Acting Government Coordination Department
3. Mr. Anat Pinrat FEVP – Finance & Accounting Department
4. Mr. Archawan Eiampaiboonphan EVP - Construction Department
5. Ms. Usarapon Jaroensawamipak VP – Marketing Department
6. Mr. Kunlapan Saenpipat VP – Construction Department
7. Mr. Jiraroj Wonglerttanakij VP – Legal Department
8. Mr. Akerut Sakhakorn VP – Finance Department
9. Mr. Veerayooth Bodharamik VP – Government Coordination
10. Dr. Thaweerak Kinsukont VP – CmRM
11. Mr. Sumet Chansomsalit VP – Business Development Department
12. Mr. Sayapong Voranatipro VP – Living Design Department

Remark: Management team is according to the definition of SEC.

Board of Directors in subsidiary companies

Areeya Service Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director
4. Mr. Thun Thiansuwan Director

One-up Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mr. Archawan Eiampaiboonphan Director
4. Mrs. Niphapat Romerattanaphun Director

Areeya Management Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director
4. Mr. Thun Thiansuwan Director

Cool Space Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director
4. Mr. Thun Thiansuwan Director

White Living Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director
4. Mr. Thun Thiansuwan Director

Chill Space Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director
4. Mr. Thun Thiansuwan Director

Areeya Convenience Store Co., Ltd.

No. Name Position
1. Mr. Wisit Laohapoonrungsee Managing Director
2. Mr. Viwat Lauhapoonrungsi Director
3. Mrs. Niphapat Romerattanaphun Director

Chief Executive Officer

Chief Executive Officer of the company is Mr. Wisit Laohapoonrungsee.

The Board of Directors has assigned Chief Executive Officer (CEO) to have duties and responsibilities in operation. The detail of assigned authority conforms to the scope of duty and responsibility of Chief Executive Officer which the authority assignment of CEO and other persons as the approval by CEO have not included the power and/or authority to approve any transactions that CEO or the authorized person may have any conflict of interests or any advantage from the company or subsidiary company (compliance with the Regulation of the Securities and Exchange Commission). Such transactions have to be proposed in the Board of Directors' meeting and/or Shareholders' meeting for consideration and approval as indicated in the company's Articles of Association or related law except the approval of transactions following the company's Policies, Methods, Rules approved by the Board of Directors or Executive Committee.

Scope of duty and responsibility of Chief Executive Officer

  1. To operate and manage the company's business complying with plan and budget approved by the Board of Directors
  2. To operate and manage the company's business entirely complying with the company's Objectives, Policies, Rules, Articles of Association, Orders, Resolutions of Board of Directors' Meetings or Executive Committee's Meetings
  3. To have an authority to operate and act as the company's representative for the related business beneficial to the company
  4. To have an authority to issue the Announcement, Orders or Memorandum in order to control the operation complying with the company's Policies and benefit and to maintain the disciplines in the organization work
  5. To approve the appointment of Staffs and Consultants in any fields necessary for the company's operation
  6. To operate as assigned by the Board of Directors or Executive Committee under the company's Rules and Articles of Association

The approval of transactions under the scope of duty and responsibility has to comply with the payment approval authority approved by the Board of Directors.

Payment Approval Authority

The Board of Directors has determined the payment approval authority for the company's normal course of business, financing, credit facility requesting, including mortgaging with the details as follows:

  Payment Approval Authority
Normal course of business transactions Financial transactions
Chief Executive Officer Not over Baht 100 Million Not over Baht 100 Million
Executive Committee Not over Baht 600 Million Not over Baht 600 Million
Board of Directors No Limit No Limit

As of September 30, 2015, The Board of Directors has determined the payment approval authority for the company's normal course of business, financing, credit facility requesting, including mortgaging with the details as follows:

  Payment Approval Authority
Normal course of business transactions Financial transactions
Chief Executive Officer Not over Baht 500 Million Not over Baht 500 Million
Executive Committee Not over Baht 1,500 Million Not over Baht 1,500 Million
Board of Directors No Limit No Limit

Secretary of the Company

The Secretary of the Company is Mr. Anat Pinrat. By scope of duty and responsibility are as follows:

Scope of duty and responsibility of the Secretary of the Company

  1. Monitor the activities of the Board to perform their job legally and follow the rule and regulation.
  2. Establish the Board of Directors' Meeting and the Shareholders' Meeting, including Invitation of Shareholders' Meeting.
  3. Maintain information and document of the Company.
  4. Prepare Annual Report.
  5. Follow the Regulation of The Security and Exchange Commission, Thailand.
CALL.1797
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