Sub Committee

Mr. Paitoon Taveebhol
Independent Director
Chairman of the Audit and Corporate Governance Committee
Chairman of the Risk Policy Committee
Mr. Paitoon Taveebhol
Mr. Paitoon Taveebhol
Independent Director
Chairman of the Audit and Corporate Governance Committee
Chairman of the Risk Policy Committee
Age : 68 Years
Date of Being a Director of the Company
  • 10 July 2002
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • MBA, Kasetsart University
  • B.A. in Accounting, Ramkhamhaeng University
  • Certificate in Auditing, Thammasat University
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Chairman of the Risk Policy Committee, Central Pattana Plc
  • Year 2002 - Present : Independent Director, Chairman of the Audit and Corporate Governance Committee, Central Pattana Plc.
  • Year 2015 - 2016 : Member of the Risk Management Committee, Somboon Advance Technology Plc.
  • Year 2010 - 2012 : Independent Director, Chairman of the Audit Committee, Member of the Corporate Governance Committee,
    Big C Supercenter Plc.
  • Year 2003 - 2005 : Managing Director, BT Business Consulting Co., Ltd.
  • Year 1998 - 2000 : Vice President and Council Member, The Institute of Internal Auditors of Thailand
  • Year 1997 - 2000 : Managing Director, Arthur Andersen Business Advisory Ltd.
  • Year 1991 - 2005 : President and Secretary General, The ASEAN Federation of Accountants
  • Year 1991 - 2003 : Vice President and Council, Member, The Institute of Certified Accountants & Auditors of Thailand
  • Year 1975 - 2000 : Director and Executive Director, SGV-Na Thalang Co., Ltd.
Directorship in Other Listed Companies
  • Year 2012 - Present : Independent Director, Chairman of the Audit Committee, Chairman of the Risk Policy Committee,
    KCE Electronics Plc.
  • Year 2008 - Present : Independent Director, Chairman of the Nomination and Remuneration Committee,
    Member of the Audit and CG Committee, Somboon Advance Technology Plc.
Directorship in Non-listed Companies
  • 2 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2012 - DCP Reunion (M-DCP Re) Class 1/2012
  • Year 2012 - Anti-Corruption for Executive Program (ACEP) Class 2/2012
  • Year 2010 - Monitoring the System of Internal Control and Risk Management (MIR) Class 9/2010
  • Year 2010 - Monitoring the Internal Audit Function (MIA) Class 9/2010
  • Year 2010 - Role of the Compensation Committee (RCC) Class 10/2010
  • Year 2010 - Monitoring the Quality of Financial Reporting (MFR) Class 11/2010
  • Year 2009 - Monitoring Fraud Risk Management (MFM) Class 1/2009
  • Year 2008 - Chartered Director Class (R-CDC) Class 3/2008
  • Year 2005 - Role of Chairman Program (RCP) Class 11/2005
  • Year 2005 - Audit Committee Program (ACP) Class 6/2005
  • Year 2003 - Director Certification Program (DCP) Class 38/2003
  • Year 2003 - Director Accreditation Program (DAP) Class 4/2003
Other Training Courses
  • - None -
Mr. Karun Kittisataporn
Lead Independent Director
Member of the Audit and Corporate Governance Committee
Chairman of the Nomination and Remuneration Committee
Mr. Karun Kittisataporn
Mr. Karun Kittisataporn
Lead Independent Director
Member of the Audit and Corporate Governance Committee
Chairman of the Nomination and Remuneration Committee
Age : 71 Years
Date of Being a Director of the Company
  • 10 April 2009
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • Diploma, GATT Commercial Policy Course, Geneva, Switzerland
  • M.A. in International Trade, Syracuse University, U.S.A.
  • B.C.A. (Economics) Victoria University of Wellington, New Zealand
Past Experiences and/or Remarkable Positions
  • Year 2015 - Present : Chairman of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2009 - Present : Lead Independent Director, Member of the Audit and Corporate Governance Committee, Central Pattana Plc.
  • Year 2012 - 2017 : Member of the Audit Committee, Member of the Corporate Governance Committee,
    Khon Kaen Sugar Industry Plc.
  • Year 2009 - 2011 : Commission Member, The Securities and Exchange Commission Board
  • Year 2008 - 2017 : Chairman of the Executive Committee, The Support Arts and Craft International Centre of Thailand (Public Organization)
  • Year 2008 - 2011 : Director, Public Sector Development Commission
  • Year 2007 - 2014 : Director, Office of Insurance Commission
Directorship in Other Listed Companies
  • Year 2017 - Present : Chairman of the Nomination and Remuneration Committee, Member of the Risk Management Committee,
    Khon Kaen Sugar Industry Plc.
  • Year 2010 - Present : Independent Director, Khon Kaen Sugar Industry Plc.
  • Year 2008 - Present : Independent Director, Member of the Audit Committee, Sahamit Machinery Plc.
  • Year 2008 - Present : Independent Director, Chairman of the Nomination and Remuneration Committee, Bank of Ayudhya Plc.
Directorship in Non-listed Companies
  • - None -
Completed Program from Thai Institute of Directors (IOD)
  • Year 2018 - Board Nomination and Compensation Program (BNCP) 3/2018
  • Year 2013 - Anti-Corruption for Executive Program (ACEP) Class 7/2013
  • Year 2013 - Monitoring The Internal Audit Function (MIA) Class 15/2013
  • Year 2011 - Monitoring the Quality of Financial Reporting (MFR) Class 13/2011
  • Year 2011 - Financial Institutions Governance Program (FGP) Class 2/2011
  • Year 2009 - Audit Committee Program (ACP) Class 27/2009
  • Year 2009 - Financial Statements for Directors (FSD) Class 4/2009
  • Year 2008 - Role of the Compensation Committee (RCC) Class 6/2008
  • Year 2006 - Director Certification Program (DCP) Class 81/2006
Other Training Courses 
  • The Joint State-Private Sectors Course Class 8, National Defence College
Mrs. Jotika Savanananda
Independent Director
Member of the Audit and Corporate Governance Committee
Member of the Nomination and Remuneration Committee
Mrs. Jotika Savanananda
Mrs. Jotika Savanananda
Independent Director
Member of the Audit and Corporate Governance Committee
Member of the Nomination and Remuneration Committee
Age : 58 Years
Date of Being a Director of the Company
  • 25 September 2015
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • MBA (Finance and International Business), Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • M.S. in Psychology, University of San Francisco, California, U.S.A.
  • B.A. in Psychology, University of Minnesota, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2015 - Present : Independent Director, Member of the Audit and Corporate Governance Committee,
    Member of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2017 - 2018 : Director, Life Insurance Fund
  • Year 2014 - 2018 : Director, Chairman of Audit Committee, Member of Nomination and Remuneration Committee,
    The Stock Exchange of Thailand
  • Year 2014 - 2017 : Commission Member, Office of Insurance Commission
  • Year 2014 - 2015 : Director, Government Housing Bank
  • Year 2009 - 2014 : President, Chairman of the Investment Committee, Member of the Risk Management Committee,
    SCB Asset Management Co., Ltd.
  • Year 1996 - 2009 : Chairman of the Investment Committee, Member of the Risk Management Committee, CEO,
    TMB Asset Management Co., Ltd.
Directorship in Other Listed Companies
  • - None -
Directorship in Non-listed Companies
  • 3 Companies
  • 1 Organizations
Completed Program from Thai Institute of Directors (IOD)
  • Year 2017 - Corporate Governance for Capital Market Intermediaries (CGI) Class 18/2017
  • Year 2015 - Risk Management Committee Program (RMP) Class 6/2015
  • Year 2015 - Advanced Audit Committee Program (AACP) Class 18/2015
  • Year 2006 - Director Certification Program (DCP) Class 73/2006
Other Training Courses
  • Capital Market Academy Leadership Program, Class 10
  • Thailand Insurance Leadership Program Class 5
  • The Joint State-Private Sectors Course Class 20, National Defence College
Mr. Veravat Chutichetpong
Independent Director
Member of the Audit and Corporate Governance Committee
Mr. Veravat Chutichetpong
Mr. Veravat Chutichetpong
Independent Director
Member of the Audit and Corporate Governance Committee
Age : 58 Years
Date of Being a Director of the Company
  • 21 April 2016
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • MBA, Stern School of Business, New York University, U.S.A.
  • B.Eng. in Civil Engineering, Chulalongkorn University
Past Experiences and/or Remarkable Positions
  • Year 2016 - Present : Independent Director, Member of the Audit and Corporate Governance Committee, Central Pattana Plc.
  • Year 2012 - 2016 : Chairman of the Audit Committee, Phatra Securities Plc.
  • Year 2012 - 2013 : Director, Kiatnakin Bank Plc.
  • Year 2010 - 2016 : Director, Phatra Capital Plc.
  • Year 2008 - 2009 : Member of Sub Committee, Social Security Office
  • Year 2005 - 2016 : Director, Phatra Securities Plc.
  • Year 2003 - 2010 : Executive Director, Phatra Securities Co., Ltd.
  • Year 2003 - 2009 : Member of Sub Committee (Take Over Panel), The Securities and Exchange Commission
  • Year 2002 - 2003 : Executive Director, Merrill Lynch Phatra Securities Co., Ltd.
  • Year 1998 - 2002 : CEO, Merrill Lynch Phatra Securities Co., Ltd.
  • Year 1995 - 1998 : Managing Director, Phatra Securities Co., Ltd.
  • Year 1994 - 1995 : Managing Director, Phatra Thanakit Co., Ltd.
Directorship in Other Listed Companies
  • Year 2017 – Present : Member of the Audit Committee, Chairman of the Nomination and Remuneration Committee,
    Kiatnakin Bank Plc.
  • Year 2016 – Present : Independent Director, Kiatnakin Bank Plc.
Directorship in Non-listed Companies
  • 2 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2016 - Corporate Governance for Capital Market Intermediaries (CGI) Class 15/2016
  • Year 2005 - Director Accreditation Program (DAP) Class 40/2005
Other Training Courses
  • - None -

Duties and Responsibilities of the Audit and Corporate Governance Committee

Financial statements

  1. Review the financial report preparation process for accurate, complete, credible, and timely information disclosure by coordinating with the external auditor and executives responsible for preparing quarterly and annual reports
  2. Review extraordinary significant items of the past year (if any) on the basis of their sensibility, impacts on the financial standing and company performance, as well as the accuracy and completeness of the data disclosed

Connected transactions and possible conflicts of interest

  1. Consider connected transactions which may cause conflicts of interest; ensure conformance to laws and SET regulations to ensure that they are reasonable and in CPN’s best interests
  2. Consider the accurate and complete disclosure of information in case of connected or related transactions or other transactions that may cause conflict of interest

Internal control

  1. Review the internal control system to ensure its suitability and effectiveness, including any transactions that may cause financial fraud
  2. Consider the audit outcomes and suggestions of the external auditor and Internal Audit concerning internal controls and pass on suggestions for action by the management as well as following up the implementation of such suggestions

Internal audit

  1. Review and ensure that Internal Audit is independent and has an efficient internal audit process, in addition to ensuring Internal Audit’s access to essential data
  2. Review the activities and structure of Internal Audit and approve its charter
  3. Provide views on the appointment, commendation, removal, transfer, or discharge, as well as adjustment of compensation of the head of the Internal Audit Office, to ensure its independence
  4. Provide suggestions and remarks about the budget and manpower of Internal Audit Office for the management’s approval
  5. Review and endorse annual internal audit plans and changes subject to the assessment outcomes of enterprise risk management and Internal Audit Office’s strategic plans
  6. Review the internal audit plan with the head of the Internal Audit Office, especially about the internal control system and financial management process
  7. Review audit plans and coordinate the scope of audit of internal auditor and the external auditor to be mutually supportive and eliminate redundancy
  8. Review Internal Audit’s performance outcomes against the Audit Committee-approved audit plans to ensure conformance to the Audit Committee-assigned framework of responsibility
  9. Review the hiring of external experts to conduct internal audit if the internal auditor lacks essential skills or specialization needed to conduct internal audit, including IT aspects
  10. Institute annual quality assurance reviews and external quality reviews at least every five years

External audit

  1. Select, nominate, and propose fees for the external auditor for approval so as to obtain an independent auditor, taking into account the reliability, adequacy of resources, audit volume, the experience of the personnel assigned to audit the Company as well as past work. Also, consider the removal of the external auditor
  2. Review the scope and method of auditing proposed by the external auditor as well as reasons for changing the auditing method (if any)
  3. Provide suggestions to the external auditor to review certain transactions that may be necessary or important during the auditing process of CPN and subsidiary companies
  4. Review the report of the external auditor and submit to the management for adjustments in practices as well as following up on such suggestions
  5. Consider the adequacy and efficiency of coordination between the external auditor and Internal Audit
  6. Act on received information from the external auditor as soon as possible regarding suspicious activities of directors, managers or persons responsible for operating CPN that may constitute a breach of the second paragraph of Section 281/2, Clause 2, Section 305, Section 306, Section 308, Section 309, Section 310, Section 311, Section 312 or Section 313 of the Securities and Exchange Act and promptly check the information received and report preliminary findings in the first instance to SEC and the external auditor within 30 days from the date when a given breach was reported

Compliance with laws and related regulations

  1. Review conformance by the Company to Securities and Exchange laws, SET requirements, or CPN business-related laws and ethics
  2. Review the management’s performance and follow up in case of nonconforming
  3. Review issues identified by external regulators and remarks by auditor
  4. Review the communication of Code of Ethics to the employees and monitor its conformance
  5. Acknowledge progressed report from management and Company’s legal advisor regarding key issues on conforming to the relevant laws and regulations

Audit Committee Report

  1. Report its performance for acknowledgement and consideration once every quarter
  2. Review any reports prepared by the Company regarding duties and responsibilities of the Audit Committee
  3. Prepare Audit Committee’s annual performance report in accordance to SET’s guideline and signed by the Chairman of the Audit Committee as well as disclose it in the Company’s annual report
  4. In case of any suspicious transactions or actions that may significantly affect the Company’s financial status and performance, the Audit Committee shall report the findings to the Board to make any improvement or correction in a timely manner as seen appropriate by the committee. Detailed are displayed below:
    • Transactions regarding conflict of interests
    • Transactions regarding frauds, irregularities or significant deficiencies in internal control system
    • Any violation against laws on the securities and exchange, SET regulations or business- related laws relevant to the Company
  5. In case the Board or the management fails to take corrective actions on those transactions under 31.1), 31.2) and 31.3) within the timeframe set by the Audit Committee, any of the Audit Committee members may report of such transactions or actions directly to SEC or SET

Corporate governance

  1. Review CPN’s continual improvement process of good corporate governance, as well as providing approaches and advices for development
  2. Emphasize and promote good corporate governance as a regular agenda for the Board meetings and AGMs
  3. Ensure that the Chairman of the Committee receives a copy of the report of the directors’ vested interests from the Company Secretary under Article 89/14 of the Securities and Exchange Act within seven days of the date when CPN receives the report
  4. Monitor, evaluate, and revise the Code of Conduct and Corporate Governance Policy in keeping with best practices for the Board’s approval
  5. Advocate and advise the Board and management on corporate governance
  6. Consider or assign the Corporate Governance Policy for adoption by the Corporate Governance and Sustainable Development Committee
  7. Ensure monitoring of directors’ and management’s performance against corporate governance.

Risk management

  1. Review CPN’s risk management process to ensure standardization, effectiveness, and efficiency
  2. Work with the management in considering key policies regarding risk management and risk assessment as well as risks from corruptions
  3. Work with the Risk Management Committee, the Risk Management task force, and the management in considering, making recommendations, and updating reports on CPN’s risk management

Other responsibilities

  1. Conduct other Board-assigned duties
  2. Regularly review the Audit Committee Charter on an annual basis in order to consider and assess its current assigned roles and responsibilities as well as to propose any required amendments accordingly
  3. Conduct other duties assigned by SET
  4. Oversee that there is an effective whistleblower system in place, in the event that an employee or any stakeholder is suspicious of any possible wrong doing, as well as non-compliance to any laws, regulations, business ethics, or to any corporate governance principles, so that the whistleblower has the confidence that the Company has the required and appropriate independent procedure to effectively investigate and resolve such possible wrongdoings and non-compliance issues.
  5. Monitor any special investigation as necessary
  6. Review self-assessment forms for CPN’s anti-corruption measures under Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC).
Mr. Karun Kittisataporn
Lead Independent Director
Member of the Audit and Corporate Governance Committee
Chairman of the Nomination and Remuneration Committee
Mr. Karun Kittisataporn
Mr. Karun Kittisataporn
Lead Independent Director
Member of the Audit and Corporate Governance Committee
Chairman of the Nomination and Remuneration Committee
Age : 71 Years
Date of Being a Director of the Company
  • 10 April 2009
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • Diploma, GATT Commercial Policy Course, Geneva, Switzerland
  • M.A. in International Trade, Syracuse University, U.S.A.
  • B.C.A. (Economics) Victoria University of Wellington, New Zealand
Past Experiences and/or Remarkable Positions
  • Year 2015 - Present : Chairman of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2009 - Present : Lead Independent Director, Member of the Audit and Corporate Governance Committee, Central Pattana Plc.
  • Year 2012 - 2017 : Member of the Audit Committee, Member of the Corporate Governance Committee,
    Khon Kaen Sugar Industry Plc.
  • Year 2009 - 2011 : Commission Member, The Securities and Exchange Commission Board
  • Year 2008 - 2017 : Chairman of the Executive Committee, The Support Arts and Craft International Centre of Thailand (Public Organization)
  • Year 2008 - 2011 : Director, Public Sector Development Commission
  • Year 2007 - 2014 : Director, Office of Insurance Commission
Directorship in Other Listed Companies
  • Year 2017 - Present : Chairman of the Nomination and Remuneration Committee, Member of the Risk Management Committee,
    Khon Kaen Sugar Industry Plc.
  • Year 2010 - Present : Independent Director, Khon Kaen Sugar Industry Plc.
  • Year 2008 - Present : Independent Director, Member of the Audit Committee, Sahamit Machinery Plc.
  • Year 2008 - Present : Independent Director, Chairman of the Nomination and Remuneration Committee, Bank of Ayudhya Plc.
Directorship in Non-listed Companies
  • - None -
Completed Program from Thai Institute of Directors (IOD)
  • Year 2018 - Board Nomination and Compensation Program (BNCP) 3/2018
  • Year 2013 - Anti-Corruption for Executive Program (ACEP) Class 7/2013
  • Year 2013 - Monitoring The Internal Audit Function (MIA) Class 15/2013
  • Year 2011 - Monitoring the Quality of Financial Reporting (MFR) Class 13/2011
  • Year 2011 - Financial Institutions Governance Program (FGP) Class 2/2011
  • Year 2009 - Audit Committee Program (ACP) Class 27/2009
  • Year 2009 - Financial Statements for Directors (FSD) Class 4/2009
  • Year 2008 - Role of the Compensation Committee (RCC) Class 6/2008
  • Year 2006 - Director Certification Program (DCP) Class 81/2006
Other Training Courses 
  • The Joint State-Private Sectors Course Class 8, National Defence College
Mrs. Jotika Savanananda
Independent Director
Member of the Audit and Corporate Governance Committee
Member of the Nomination and Remuneration Committee
Mrs. Jotika Savanananda
Mrs. Jotika Savanananda
Independent Director
Member of the Audit and Corporate Governance Committee
Member of the Nomination and Remuneration Committee
Age : 58 Years
Date of Being a Director of the Company
  • 25 September 2015
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • MBA (Finance and International Business), Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • M.S. in Psychology, University of San Francisco, California, U.S.A.
  • B.A. in Psychology, University of Minnesota, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2015 - Present : Independent Director, Member of the Audit and Corporate Governance Committee,
    Member of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2017 - 2018 : Director, Life Insurance Fund
  • Year 2014 - 2018 : Director, Chairman of Audit Committee, Member of Nomination and Remuneration Committee,
    The Stock Exchange of Thailand
  • Year 2014 - 2017 : Commission Member, Office of Insurance Commission
  • Year 2014 - 2015 : Director, Government Housing Bank
  • Year 2009 - 2014 : President, Chairman of the Investment Committee, Member of the Risk Management Committee,
    SCB Asset Management Co., Ltd.
  • Year 1996 - 2009 : Chairman of the Investment Committee, Member of the Risk Management Committee, CEO,
    TMB Asset Management Co., Ltd.
Directorship in Other Listed Companies
  • - None -
Directorship in Non-listed Companies
  • 3 Companies
  • 1 Organizations
Completed Program from Thai Institute of Directors (IOD)
  • Year 2017 - Corporate Governance for Capital Market Intermediaries (CGI) Class 18/2017
  • Year 2015 - Risk Management Committee Program (RMP) Class 6/2015
  • Year 2015 - Advanced Audit Committee Program (AACP) Class 18/2015
  • Year 2006 - Director Certification Program (DCP) Class 73/2006
Other Training Courses
  • Capital Market Academy Leadership Program, Class 10
  • Thailand Insurance Leadership Program Class 5
  • The Joint State-Private Sectors Course Class 20, National Defence College
Mr. Sudhitham Chirathivat
Director (Authorized Signature)
Member of the Nomination and Remuneration Committee
Mr. Sudhitham Chirathivat
Mr. Sudhitham Chirathivat
Director (Authorized Signature)
Member of the Nomination and Remuneration Committee
Age : 71 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 26,764,600 shares (0.5964%)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Younger Brother of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat and Mr. Sudhisak Chirathivat
  • Elder brother of Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA (Operations Research), Iona University, U.S.A.
  • B.S. in Electrical Engineering, University of Maryland (College Park), U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2016 - Present : Member of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2009 - 2013 : Chairman of the Executive Committee, Central Group of Companies Co., Ltd.
  • Year 2007 - 2015 : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2006 – 2008 : Member, Senate
  • Year 2001 - 2003 : Advisor to the Ministry of Commerce, The Ministry of Commerce
  • Year 1998 - 2002 : President and Founder, Thai Shopping Center Association
  • Year 1990 - 2002 : Managing Director and Chief Executive Officer, Central Pattana Plc.
Directorship in Other Listed Companies
  • Year 2018 - Present : Chairman, Grand Canal Land Plc.
  • Year 2015 - Present : Independent Director, Member of the Audit Committee, TV Thunder Plc.
  • Year 2010 - Present : Independent Director, Jasmine International Plc.
  • Year 2004 - Present : Vice Chairman, Robinson Department Store Plc. and Director in subsidiaries
  • Year 2003 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 64 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2003 - Director Certification Program (DCP) Class 37/2003
Other Training Courses
  • The Joint State-Private Sectors Course Class 13, National Defence College
Mr. Sudhisak Chirathivat
Director
Advisory of the Nomination and Remuneration Committee
Mr. Sudhisak Chirathivat
Mr. Sudhisak Chirathivat
Director
Advisory of the Nomination and Remuneration Committee
Age : 73 Years
Date of Being a Director of the Company
  • 10 July 2002
Shareholding in the Company
  • Held personally 28,346,400 shares (0.6316%)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Younger brother of Mr. Suthichai Chirathivat and Mr. Suthikiati Chirathivat
  • Elder brother of Mr. Sudhitham Chirathivat, Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • B.A. (Mathematic), St. John Fisher College, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2007 - Present : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2002 - Present : Director, Central Pattana Plc.
Directorship in Other Listed Companies
  • Year 2006 - Present : Chairman, Robinson Plc. and Director in subsidiaries
  • Year 2003 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 28 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2007 - Director Accreditation Program (DAP) Class 61/2007
  • Year 2007 - Director Certification Program (DCP) Class 89/2007
Other Training Courses
  • - None -
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Mr. Prin Chirathivat
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Age : 56 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 42,145,895 shares (0.9391%)
  • Held by spouse or minor children 192,000 shares (0.0043%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Nephew of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat, Mr. Sudhisak Chirathivat, Mr. Sudhitham Chirathivat,
    Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Cousin of Mr. Kobchai Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA (Business Management), Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • B.A. in Accounting, Skidmore College, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Member of the Risk Policy Committee, Central Pattana Plc.
  • Year 2007 - Present : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2015 - 2016 : Director, Thai Chamber of Commerce
  • Year 2003 - 2012 : Chairman of the Audit Committee, Bualuang Securities Plc.
Directorship in Other Listed Companies
  • Year 2012 - Present : Member of the Audit Committee, Bumrungrad Hospital Plc.
  • Year 2006 - Present : Director, Robinson Plc. and subsidiaries
  • Year 1993 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 133 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2018 - Corporate Governance for Capital Market Intermediaries (CGI) Class 20/2018
  • Year 2009 - Monitoring Fraud Risk Management (MFM) Class 1/2009
  • Year 2009 - Monitoring of the Quality of Financial Reporting (MFR) Class 7/2009
  • Year 2007 - Monitoring the Internal Audit Function (MIA) Class 1/2007
  • Year 2007 - Monitoring the System of Internal Control and Risk Management (MIR) Class 1/2007
  • Year 2005 - Director Accreditation Program (DAP) Class 35/2005
  • Year 2005 - Audit Committee Program (ACP) Class 6/2005
  • Year 2005 - Role of the Chairman Program (RCP) Class 11/2005
  • Year 2000 - Director Certification Program (DCP) Class 2/2000
Other Training Courses
  • Psychology Workshop Class 73, Institute of Security Psychology
  • Graduate Diploma in Management of Public Economy Class 4, King Prajadhipok’s Institute
  • Capital Market Academy Leadership Program Class 1
  • The Programme for Senior Executives on Justice Administration Class 13
  • The Joint State-Private Sectors Course Class 22, National Defence College

Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination

  1. Consider the appropriate structure, size, and composition of the Board to suit the organization and changing environment as well as review the criteria of independent directors’ qualifications
  2. Ensure that Board structure comprises ethical and honest experts who are knowledgeable, experienced, and skillful in diverse fields relevant to the conduct of business, as needed and aligned with the Company’s strategic directions. Furthermore, Board members are selected with non-discrimination of gender, race, religion, age, professional skill, or other qualifications. Numbers of directors and proportion of independent directors are also taken into consideration as suitable for the size of the organization.
  3. Consider the criteria for selecting directors, as well as select and nominate those persons qualified and appropriate to be considered by the Board of Directors before further submission to shareholders’ meetings for appointment as directors
  4. Consider the criteria for selecting President & CEO, as well as select and nominate those persons qualified and appropriate to be considered by the Board of Directors for appointment as President & CEO
  5. Allow minor shareholders the opportunity to propose qualified persons for selection as directors, providing shareholders with enough time prior to shareholders’ meetings being held
  6. Formulate succession plans for President & CEO and senior executive position and review such plan on a regular basis
  7. Consider appropriate strategies relating to human capital management and organization development to be implemented to ensure its consistency with the Company’s business operations

Remuneration

  1. Consider a clear compensation method and standard for directors, members of the sub-committees, as well as that for the President & CEO, so that they are equitable and appropriately corresponds to the respective assigned duties and responsibilities, current business environment and performance results of the Company as well as will facilitate an effective discharge of their responsibilities. The proposed compensation plan should also be comparable to those of other companies within the same or similar industry and business sector as the Company, and also take into consideration the overall increase to the total value of the shareholder equity in the long term
  2. Consider the compensation for directors and subcommittee members and propose it to the Board for endorsement and, in turn, tabling it for the approval of shareholders’ meetings
  3. Define goals and evaluate the performance of the President & CEO to set reasonable compensation

Other duties and responsibilities

  1. If it is considered essential and suitable to do so, the Committee may appoint regular advisor(s) or hire project advisor(s), or both, to provide advice on the Committee’s performance. As seen essential and suitable, NRC may decide on such advisors’ fees at CPN’s expenses
  2. Revise and amend the Committee charter in line with prevailing circumstances and seeks Board approval
  3. Perform other Board-assigned duties related to nomination and remuneration
Mr. Paitoon Taveebhol
Independent Director
Chairman of the Audit and Corporate Governance Committee
Chairman of the Risk Policy Committee
Mr. Paitoon Taveebhol
Mr. Paitoon Taveebhol
Independent Director
Chairman of the Audit and Corporate Governance Committee
Chairman of the Risk Policy Committee
Age : 68 Years
Date of Being a Director of the Company
  • 10 July 2002
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • MBA, Kasetsart University
  • B.A. in Accounting, Ramkhamhaeng University
  • Certificate in Auditing, Thammasat University
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Chairman of the Risk Policy Committee, Central Pattana Plc
  • Year 2002 - Present : Independent Director, Chairman of the Audit and Corporate Governance Committee, Central Pattana Plc.
  • Year 2015 - 2016 : Member of the Risk Management Committee, Somboon Advance Technology Plc.
  • Year 2010 - 2012 : Independent Director, Chairman of the Audit Committee, Member of the Corporate Governance Committee,
    Big C Supercenter Plc.
  • Year 2003 - 2005 : Managing Director, BT Business Consulting Co., Ltd.
  • Year 1998 - 2000 : Vice President and Council Member, The Institute of Internal Auditors of Thailand
  • Year 1997 - 2000 : Managing Director, Arthur Andersen Business Advisory Ltd.
  • Year 1991 - 2005 : President and Secretary General, The ASEAN Federation of Accountants
  • Year 1991 - 2003 : Vice President and Council, Member, The Institute of Certified Accountants & Auditors of Thailand
  • Year 1975 - 2000 : Director and Executive Director, SGV-Na Thalang Co., Ltd.
Directorship in Other Listed Companies
  • Year 2012 - Present : Independent Director, Chairman of the Audit Committee, Chairman of the Risk Policy Committee,
    KCE Electronics Plc.
  • Year 2008 - Present : Independent Director, Chairman of the Nomination and Remuneration Committee,
    Member of the Audit and CG Committee, Somboon Advance Technology Plc.
Directorship in Non-listed Companies
  • 2 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2012 - DCP Reunion (M-DCP Re) Class 1/2012
  • Year 2012 - Anti-Corruption for Executive Program (ACEP) Class 2/2012
  • Year 2010 - Monitoring the System of Internal Control and Risk Management (MIR) Class 9/2010
  • Year 2010 - Monitoring the Internal Audit Function (MIA) Class 9/2010
  • Year 2010 - Role of the Compensation Committee (RCC) Class 10/2010
  • Year 2010 - Monitoring the Quality of Financial Reporting (MFR) Class 11/2010
  • Year 2009 - Monitoring Fraud Risk Management (MFM) Class 1/2009
  • Year 2008 - Chartered Director Class (R-CDC) Class 3/2008
  • Year 2005 - Role of Chairman Program (RCP) Class 11/2005
  • Year 2005 - Audit Committee Program (ACP) Class 6/2005
  • Year 2003 - Director Certification Program (DCP) Class 38/2003
  • Year 2003 - Director Accreditation Program (DAP) Class 4/2003
Other Training Courses
  • - None -
Mr. Kobchai Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Mr. Kobchai Chirathivat
Mr. Kobchai Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Age : 62 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 27,105,400 shares (0.6040%)
  • Held by spouse or minor children 113,000 shares (0.0025%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Nephew of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat, Mr. Sudhisak Chirathivat, Mr. Sudhitham Chirathivat,
    Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Cousin of Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA, University of Chicago, Graduate School of Business, U.S.A.
  • M.A. in Political Science, University of Notre Dame, U.S.A.
  • LL.B. (Law), Chulalongkorn University
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Member of the Risk Policy Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2012 - 2016 : Director, Malee Group Plc.
  • Year 2002 - 2013 : President & CEO, Central Pattana Plc.
Directorship in Other Listed Companies
  • - None -
Directorship in Non-listed Companies
  • 31 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2001 - Director Certification Program (DCP) Class 7/2001
Other Training Courses
  • The Joint State-Private Sectors Course Class 21, National Defence College
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Mr. Prin Chirathivat
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Age : 56 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 42,145,895 shares (0.9391%)
  • Held by spouse or minor children 192,000 shares (0.0043%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Nephew of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat, Mr. Sudhisak Chirathivat, Mr. Sudhitham Chirathivat,
    Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Cousin of Mr. Kobchai Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA (Business Management), Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • B.A. in Accounting, Skidmore College, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Member of the Risk Policy Committee, Central Pattana Plc.
  • Year 2007 - Present : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2015 - 2016 : Director, Thai Chamber of Commerce
  • Year 2003 - 2012 : Chairman of the Audit Committee, Bualuang Securities Plc.
Directorship in Other Listed Companies
  • Year 2012 - Present : Member of the Audit Committee, Bumrungrad Hospital Plc.
  • Year 2006 - Present : Director, Robinson Plc. and subsidiaries
  • Year 1993 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 133 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2018 - Corporate Governance for Capital Market Intermediaries (CGI) Class 20/2018
  • Year 2009 - Monitoring Fraud Risk Management (MFM) Class 1/2009
  • Year 2009 - Monitoring of the Quality of Financial Reporting (MFR) Class 7/2009
  • Year 2007 - Monitoring the Internal Audit Function (MIA) Class 1/2007
  • Year 2007 - Monitoring the System of Internal Control and Risk Management (MIR) Class 1/2007
  • Year 2005 - Director Accreditation Program (DAP) Class 35/2005
  • Year 2005 - Audit Committee Program (ACP) Class 6/2005
  • Year 2005 - Role of the Chairman Program (RCP) Class 11/2005
  • Year 2000 - Director Certification Program (DCP) Class 2/2000
Other Training Courses
  • Psychology Workshop Class 73, Institute of Security Psychology
  • Graduate Diploma in Management of Public Economy Class 4, King Prajadhipok’s Institute
  • Capital Market Academy Leadership Program Class 1
  • The Programme for Senior Executives on Justice Administration Class 13
  • The Joint State-Private Sectors Course Class 22, National Defence College
Mr. Preecha Ekkunagul
Director (Authorized Signature)
President & CEO
Member of the Risk Policy Committee
Mr. Preecha Ekkunagul
Mr. Preecha Ekkunagul
Director (Authorized Signature)
President & CEO
Member of the Risk Policy Committee
Age : 60 Years
Date of Being a Director of the Company
  • 25 April 2014
Shareholding in the Company
  • Held personally (None)
  • Held by spouse or minor children 3,000 shares (0.0001%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • - None -
Education
  • M.Eng., Asian Institute of Technology
  • B.Sc. in Chemical Engineering, Chulalongkorn University
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Director, President & CEO, Member of the Risk Policy Committee, Central Pattana Plc.
  • Year 2012 - 2014 : Director, Officemate Plc.
  • Year 2003 - 2013 : Director, Executive Director, President, Robinson Department Store Plc. and subsidiaries
  • Year 2000 - 2003 : President, B2S Co., Ltd.
  • Year 2000 - 2003 : President, CRC Power Retail Co., Ltd.
  • Year 1995 - 2000 : Managing Director, Big C Supercenter Plc.
Directorship in Other Listed Companies
  • Year 2018 - Present : Director, Grand Canal Land Plc.
Directorship in Non-listed Companies
  • 39 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2005 - Director Certification Program (DCP) Class 62/2005
  • Year 2004 - Director Accreditation Program (DAP) Class 8/2004
Other Training Courses
  • Capital Market Academy Leadership Program Class 7

Duties and Responsibilities of the Risk Policy Committee

  1. Acknowledge and give recommendations on risk management policies, strategies, structures and development frameworks at every corporate level
  2. Assess the effectiveness of risk management established by the management
  3. Review, refine and endorse the manageable levels of risks and deviation acceptable by CPN
  4. Review CPN’s overall risk management, taking into consideration the overall short- and long-term return for shareholders, in comparison with the manageable risks to CPN
  5. Acknowledge the identified key risks and review the management’s responsive actions
  6. Participate in CPN’s annual analysis of risk management strategies and provide recommendations
  7. Provide directions and guidance for risk management supervision
  8. Supervise the identification of performance goals and key risk KPIs
  9. Acknowledge reports on the trends of corporate risks and ensure that CPN’s strategies can effectively address identified risk issues
  10. Report the committee’s risk management activities to the Board every quarter
  11. Perform other tasks as assigned by the Board.

In addition, the management has appointed Risk Management Committee consisting of senior executives and the executives from each core department to implement the Risk Management Policy as assigned by the Risk Policy Committee, control the development of a risk management system under the responsibility scope of each business unit’s executives in line with the standard approach and incorporate risk management into business plans, review measured performance against risk management standards by benchmarking it with the acceptable deviation, communicate and manage established and maintained enterprise risk management in line with CPN’s risk management framework, and constantly update risk management matters for the Risk Policy Committee.

Mr. Suthichai Chirathivat
Chairman
Mr. Suthichai Chirathivat
Mr. Suthichai Chirathivat
Chairman
Age : 78 Years
Date of Being a Director of the Company
  • 28 March 2000
Shareholding in the Company
  • Held personally 3,312,800 shares (0.0738%)
  • Held by spouse or minor children 22,293,200 shares (0.4967%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Elder Brother of Mr. Suthikiati Chirathivat, Mr. Sudhisak Chirathivat, 
    Mr. Sudhitham Chirathivat, Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • Diploma in Civil Engineering, Kingston College of Technology, 
    United Kingdom
Past Experiences and/or Remarkable Positions
  • Year 2013 - Present : Chairman of Board of Directors, Central Group of Companies Co., Ltd.
  • Year 2000 - Present : Chairman, Central Pattana Plc.
  • Year 2009 - 2013 : Chairman of the Supervisory Board, Central Group of Companies Co., Ltd.
Directorship in Other Listed Companies
  • Year 1997 - Present : Vice Chairman, Central Plaza Hotel Plc. and Director in subsidiaries
Directorship in Non-listed Companies
  • 76 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2006 - Director Accreditation Program (DAP) Class 55/2006
  • Year 2000 - Role of Chairman Program (RCP)
Other Training Courses
  • - None -
Mr. Suthikiati Chirathivat
Director
Mr. Suthikiati Chirathivat
Mr. Suthikiati Chirathivat
Director
Age : 76 Years
Date of Being a Director of the Company
  • 10 July 2002
Shareholding in the Company
  • Held personally 22,645,900 shares (0.5046%)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Younger brother of Mr. Suthichai Chirathivat
  • Elder brother of Mr. Sudhisak Chirathivat, Mr. Sudhitham Chirathivat, Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • Diploma in Mechanical Engineering, South West Essex Technical College, United Kingdom
  • M.A. in Political Science, Ramkhamhaeng University
  • B.A. in Political Science, Ramkhamhaeng University
Past Experiences and/or Remarkable Positions
  • Year 2002 - Present : Director, Central Pattana Plc.
  • Year 2014 - 2016 : Honorary Advisor, Thai Hainanese Trade Association
  • Year 2014 - 2015 : Advisor to Chairman of the Constitutional Court
  • Year 1992 - 1996 : Member, Senate
  • Year 1991 - 1992 : Member, National Legislative Assembly
  • Year 1984 - 1988 : The Founder and Head of Thai Retailers Association, Thai Retailers Association
Directorship in Other Listed Companies
  • Year 2009 - Present : Director, Chairman of the Executive Committee, Bangkok Post Plc. and subsidiaries
  • Year 1993 - Present : Chairman, Central Plaza Hotel Plc. and Director in subsidiaries
Directorship in Non-listed Companies
  • 66 Companies
  • 2 Organizations
Completed Program from Thai Institute of Directors (IOD)
  • Year 2008 - Director Accreditation Program (DAP) Class 68/2008
Other Training Courses
  • The Joint State-Private Sectors Course Class 1, National Defence College
  • The Modern Management Class 1, National Defence College
Mr. Sudhisak Chirathivat
Director
Advisory of the Nomination and Remuneration Committee
Mr. Sudhisak Chirathivat
Mr. Sudhisak Chirathivat
Director
Advisory of the Nomination and Remuneration Committee
Age : 73 Years
Date of Being a Director of the Company
  • 10 July 2002
Shareholding in the Company
  • Held personally 28,346,400 shares (0.6316%)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Younger brother of Mr. Suthichai Chirathivat and Mr. Suthikiati Chirathivat
  • Elder brother of Mr. Sudhitham Chirathivat, Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • B.A. (Mathematic), St. John Fisher College, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2007 - Present : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2002 - Present : Director, Central Pattana Plc.
Directorship in Other Listed Companies
  • Year 2006 - Present : Chairman, Robinson Plc. and Director in subsidiaries
  • Year 2003 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 28 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2007 - Director Accreditation Program (DAP) Class 61/2007
  • Year 2007 - Director Certification Program (DCP) Class 89/2007
Other Training Courses
  • - None -
Mr. Sudhitham Chirathivat
Director (Authorized Signature)
Member of the Nomination and Remuneration Committee
Mr. Sudhitham Chirathivat
Mr. Sudhitham Chirathivat
Director (Authorized Signature)
Member of the Nomination and Remuneration Committee
Age : 71 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 26,764,600 shares (0.5964%)
  • Held by spouse or minor children (None)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Younger Brother of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat and Mr. Sudhisak Chirathivat
  • Elder brother of Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Uncle of Mr. Kobchai Chirathivat, Mr. Prin Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA (Operations Research), Iona University, U.S.A.
  • B.S. in Electrical Engineering, University of Maryland (College Park), U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2016 - Present : Member of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2009 - 2013 : Chairman of the Executive Committee, Central Group of Companies Co., Ltd.
  • Year 2007 - 2015 : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 2006 – 2008 : Member, Senate
  • Year 2001 - 2003 : Advisor to the Ministry of Commerce, The Ministry of Commerce
  • Year 1998 - 2002 : President and Founder, Thai Shopping Center Association
  • Year 1990 - 2002 : Managing Director and Chief Executive Officer, Central Pattana Plc.
Directorship in Other Listed Companies
  • Year 2018 - Present : Chairman, Grand Canal Land Plc.
  • Year 2015 - Present : Independent Director, Member of the Audit Committee, TV Thunder Plc.
  • Year 2010 - Present : Independent Director, Jasmine International Plc.
  • Year 2004 - Present : Vice Chairman, Robinson Department Store Plc. and Director in subsidiaries
  • Year 2003 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 64 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2003 - Director Certification Program (DCP) Class 37/2003
Other Training Courses
  • The Joint State-Private Sectors Course Class 13, National Defence College
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Mr. Prin Chirathivat
Mr. Prin Chirathivat
Director (Authorized Signature)
Member of the Risk Policy Committee
Advisory of the Nomination and Remuneration Committee
Age : 56 Years
Date of Being a Director of the Company
  • 1 March 1995
Shareholding in the Company
  • Held personally 42,145,895 shares (0.9391%)
  • Held by spouse or minor children 192,000 shares (0.0043%)
Family Relationship among Directors and Executives as Specified in the SEC Notification
  • Nephew of Mr. Suthichai Chirathivat, Mr. Suthikiati Chirathivat, Mr. Sudhisak Chirathivat, Mr. Sudhitham Chirathivat,
    Mr. Suthipak Chirathivat and Ms. Wallaya Chirathivat
  • Cousin of Mr. Kobchai Chirathivat and Mr. Chanavat Uahwatanasakul
Education
  • MBA (Business Management), Sasin Graduate Institute of Business Administration, Chulalongkorn University
  • B.A. in Accounting, Skidmore College, U.S.A.
Past Experiences and/or Remarkable Positions
  • Year 2014 - Present : Member of the Risk Policy Committee, Central Pattana Plc.
  • Year 2007 - Present : Advisory of the Nomination and Remuneration Committee, Central Pattana Plc.
  • Year 1995 - Present : Director, Central Pattana Plc.
  • Year 2015 - 2016 : Director, Thai Chamber of Commerce
  • Year 2003 - 2012 : Chairman of the Audit Committee, Bualuang Securities Plc.
Directorship in Other Listed Companies
  • Year 2012 - Present : Member of the Audit Committee, Bumrungrad Hospital Plc.
  • Year 2006 - Present : Director, Robinson Plc. and subsidiaries
  • Year 1993 - Present : Director, Central Plaza Hotel Plc. and subsidiaries
Directorship in Non-listed Companies
  • 133 Companies
Completed Program from Thai Institute of Directors (IOD)
  • Year 2018 - Corporate Governance for Capital Market Intermediaries (CGI) Class 20/2018
  • Year 2009 - Monitoring Fraud Risk Management (MFM) Class 1/2009
  • Year 2009 - Monitoring of the Quality of Financial Reporting (MFR) Class 7/2009
  • Year 2007 - Monitoring the Internal Audit Function (MIA) Class 1/2007
  • Year 2007 - Monitoring the System of Internal Control and Risk Management (MIR) Class 1/2007
  • Year 2005 - Director Accreditation Program (DAP) Class 35/2005
  • Year 2005 - Audit Committee Program (ACP) Class 6/2005
  • Year 2005 - Role of the Chairman Program (RCP) Class 11/2005
  • Year 2000 - Director Certification Program (DCP) Class 2/2000
Other Training Courses
  • Psychology Workshop Class 73, Institute of Security Psychology
  • Graduate Diploma in Management of Public Economy Class 4, King Prajadhipok’s Institute
  • Capital Market Academy Leadership Program Class 1
  • The Programme for Senior Executives on Justice Administration Class 13
  • The Joint State-Private Sectors Course Class 22, National Defence College

Duties and Responsibilities of the Executive Committee

  1. Screen the following items and submit the findings to the Board for consideration and approval
    • CPN’s strategic plans, financial targets and operating plans
    • Annual budget estimates based on CPN’s strategic plans
    • Project investments or material transactions within the Committee’s scope of authority
    • Activities and operations concerning mergers and acquisitions
    • Identification and assessment of investment opportunities in new businesses
  2. Monitor CPN’s performance to ensure its conformance to the specified budget and targets
  3. Supervise and monitor CPN’s performance and financial status
  4. Consider, review and approve within the scope of authority approved by the Board investment transactions, disposition of assets and other transactions relating to CPN businesses
  5. Assess opportunities, risks and factors facing business operations, and provide recommendations to the Management Committee and the Board
  6. Support business collaboration to enhance bargaining power and competitiveness
  7. Strengthen relationships and manage matters concerning all stakeholders
  8. Secure funds, including loans for business operations
  9. Ensure efficient management of resources and personnel development
  10. Hire independent consultants or persons to give opinions or advice as necessary
  11. Perform or approve other transactions assigned by the Board on a case-by-case basis.

The Management Committee consists of 11 members.

Name and Position of the Members of the Management Committee:

1. Mr. Preecha Ekkunagul 1 President & CEO Chairman
2. Ms. Wallaya Chirathivat 1 Deputy Chief Executive Officer Member
3. Mr. Suthipak Chirathivat 1 Senior Executive Vice President, Office of the President Member
4. Ms. Naparat Sriwanvit 1 Senior Executive Vice President, Finance, Accounting and Risk Management Member
5. Mr. Pakorn Partanapat 1 Senior Executive Vice President, Commercial Member
6. Mr. Chanavat Uahwatanasakul 1 Senior Executive Vice President, Development Workgroup Member
7. Mr. Lertvit Pumipitak 1 and 2 Senior Executive Vice President, Property Department Member
8. Major Narit Ratanaphichetchai Executive Vice President, Project Development Member
9. Mrs. Narttaya Chirathivat Executive Vice President, Office of the President Member
10. Dr. Nattakit Tangpoonsinthana Executive Vice President, Marketing Member
11. Mr. Boonchan Kulvatunyou Executive Vice President, Leasing Member

Note :
1 CPN’ executives No.1-7 are the management members as specified in the SEC Notification. Please see their profiles and experiences under "Board and Management Profile".
2 Taking the position on January 1, 2019.

Duties and Responsibilities of the Management Committee

  1. Prepare and propose strategic business plans, financial targets and operation plans
  2. Prepare and propose annual budget estimates
  3. Approve within the Committee’s scope of authority CPN’s investment and operating budgets, and propose investment and other material transactions to the Executive Committee or the Board, or both, for consideration under the authorization procedure or other CPN regulations
  4. Take full responsibility for CPN’s conformance to applicable laws, its objectives and regulations, shareholders’ resolutions, the Board’s resolutions and relevant rules
  5. Regularly consider and review CPN’s risk management and internal control system to ensure their efficiency
  6. Consider the enhancement of CPN’s competitiveness and promote continual innovations
  7. Report the nomination of executives who report directly to the President & CEO, then to the Executive Committee or the Board, or both, for consideration
  8. The Committee may delegate its authority to any executive or person in performing single or multiple tasks as seen appropriate by the Executive Committee or the Board, or both.
  9. Encourage employees and executives to continually enhance their knowledge and skills
  10. Hire independent consultants or persons to give opinions or advice as necessary
  11. Perform or approve other transactions assigned by the Executive Committee or the Board, or both, on a case-by-case basis.

RISK MANAGEMENT COMMITTEE

The President & CEO acts as Chairman and the top management of every function act as committee members, reporting to the Risk Policy Committee. In 2018, the Committee held five meetings.

Duties and Responsibilities

Turn the policy and control framework into action and monitor the implementation of corporate risk management plan to ensure that it meets the requirements, directions and policies.

CORPORATE GOVERNANCE AND SUSTAINABLE DEVELOPMENT COMMITTEE

The President & CEO acts as Chairman, while the Senior Executive Vice President and Executive Vice President of every function act as committee members, reporting to the Audit Committee. In 2018, the Committee held five meetings.

Duties and Responsibilities

Define goals for business sustainability; review policies, strategies, operational plans, requirements, standard systems and operating guidelines; and follow up on performance to ensure uniform direction.

CLIMATE AND ENVIRONMENT COMMITTEE

Executive Vice President, Project Development, and Executive Vice President, Property Management jointly act as Chairmen. The management from the above-mentioned functions and the Excellence and Sustainable Development Department act as committee members. In 2018, the Committee held two meetings.

Duties and Responsibilities

Cascade and drive the climate and environment policy, operations and management of natural resources, energy, utilities, environment, biodiversity, waste management, greenhouse gas emissions and use of alternative resources to systematically and sustainably maximize system efficiency.

OCCUPATIONAL HEALTH, SAFETY AND ENVIRONMENT COMMITTEE

The top management of Property Management Department, executives of support function and operation employees act as committee members, reporting to the Corporate Governance and Sustainability Development Committee or the Risk Management Committee (or both) on related issues. In 2018, the Committee held 11 meetings.

Duties and Responsibilities

Mobilize and upgrade the safety and hygiene standards in the company to be aligned and in the same direction.

CSR COMMITTEE

The top management of Property Management Department and the management of support functions act as key committee members. Other directors take turns holding the position by type of activities. In 2018, the working group held a meeting and discussed with related management throughout the year.

Duties and Responsibilities

Approve economic, social and environmental activities related to CSR to make sure that they follow the guidelines on sustainable development and value co-creation with the communities and stakeholders. This includes approval of employees’ volunteer activities and projects.

PEOPLE DEVELOPMENT COMMITTEE AT CORPORATE LEVEL

The President & CEO acts as the Chairman, while the Senior Executive Vice President and the Executive Vice President act as committee members. The top management of Human Capital Management and Organization Development Department acts as the Committee’s secretary. In 2018, the Committee held 12 meetings.

Duties and Responsibilities

Formulate strategies, review, monitor, and give advice on the employee engagement development plan and cascade it.