COMMITTEE
Board of Executive Directors
The Board of Directors has approved the setting up of the Board of Executive Directors Committee, which at present comprises 4 members as follows:
Name-Surname Position Details
Mr. Panote Sirivadhanabhakdi Chairman of the Board of Executive Directors Executive Director
Mr. Nararat Limnararat Member of Executive Committee Non-Executive Director
Mr. Sithichai Chaikriangkrai Member of Executive Committee Non-Executive Director
Mr. Worawat Srisa-an Member of Executive Committee Executive Director
Scope of Powers, Duties and Responsibilities of Executive Committee
To consider and set out policies, directions, strategies, targets, business plans, budgets, and various management powers of the Company and Its subsidiaries jointly with the high-level executives for proposing to the Board of Directors for approval. Supervise and monitor results of operations of the Company so that it is in accordance with the approved business plans. Approve the operations of the Company and Its subsidiaries in various matters according to the scope of powers assigned by the Board of Directors. Screen matters that the high-level executives have proposed in the part beyond the powers of the Executive Committee for proposing to the Board of Directors for consideration.

In any case, approvals must not be of a description that will enable the Board of Executive Directors or the person whom authorized by the Board of Executive Directors to approve transactions that they or the persons who may have conflicts, vested interests or may have any other conflict of interests (as prescribed by the SEC) conclude with UV or Its subsidiaries, except it be an approval of transaction which is in line with the policy and criteria duly approved by the Board of Directors.

Audit Committee
The Board of Directors has approved the setting up of the Audit Committee, which at persent comprises 3 independent directors as follows:
Name-Surname Position Details
Mr. Suwit Chindasanguan Chairman of Audit Committee Independent Director.
Knowledge in accounting and finance.
Miss Potjanee Thanavaranit Member of Audit Committee Independent Director.
Knowledge in accounting and finance.
Mr. Tithiphan Chuerboonchai Member of Audit Committee Independent Director.
Knowledge in finance.
Scope of Powers, Duties and Responsibilities of the Audit Committee
1. To consider, select nominate and withdraw an independent person to be the Company’s auditor, and to propose the auditor‘s remunerations, as well as to attend a non-management meeting with an auditor at least once a year
2. To review the Company’s financial reporting process to ensure accuracy and adequate disclosure.
3. To review the Company’s compliance with the law on securities and exchange act B.E. 2535, the Stock Exchange of Thailand (SET), the Office of the Securities and Exchange Commission (SEC) regulations or the laws relating to the Company’s business.
4. To review the Connected Transactions, or the transactions that may lead to conflicts of interests, to ensure that they are in compliance with the laws and the Stock Exchange’s regulations, and are reasonable and for the highest benefit of the Company
5. To review the Company’s internal control system and internal audit system to ensure that they are suitable and efficient, to determine and internal audit unit’s independence, as well as to approve the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in charge of an internal audit.
6. To review the Company’s risk assessment system and manage risk adequate, properly and efficiently
7. To prepare and disclose the Audit Committee’s report in the Company’s annual report which must be signed by the Chairman of and consist or at least the following information:
a. An opinion on the accuracy, completeness and creditability of the Company’s financial report.
b. An opinion on the adequacy of the Company’s internal control system.
c. An opinion on the compliance with the law on securities and exchange, the Stock Exchange’s regulations, or the laws relating to the Company’s business.
d. An opinion on the suitability of an auditor.
e. An opinion on the transactions that may lead to conflicts of interests.
f. The number of the Audit Committee meeting, and the attendance of such meetings by each committee member.
g. An opinion or overview comment received by the Audit Committee from its performance of duties in accordance with the charter.
h. The Evaluation of the Audit Committee’s supervision.
i. Other transactions which, according to the Audit Committee’s opinion, should be known to the shareholders and general investors, subject to the scope of duties and responsibilities assigned by the Company’s board of directors.
8. Approve the audit plans of the department responsible for the auditing.
9. Revise and up-to-date the charter of audit committee to comply with the regulations of SET, SEC including the circumstance and appropriation.
10. Provide the opinion from the independent advisor or expert if it is necessary by the Company’s expense.
11. Other act according to the assignment by the Board of Directors of the Company with the audit committee’s approval.
Besides, in order that the carrying out of works under the scope of powers and duties of the Audit Committee be efficient, the Audit Committee has the power to invite the Management, executives, or responsible persons to attend a meeting for clarification of opinions or to send documents deemed to be related and necessary, and has the power to hire an independent consultant or a professional expert in the case of necessity, or to make any other spending as related to the carrying out of duties, whereby the Company will be responsible for such expenses.
Remuneration and Nomination Committee
The Board of Directors has approved the setting up of the Remuneration and Nomination Committee, which at present comprises 4 members, as follows:
Name-Surname Position Details
Miss Potjanee Thanavaranit Chairman of the Remuneration and Nomination Committee Independent Director
Mr. Nararat Limnararat Member of the Remuneration and Nomination Committee Non-Executive Director
Mr. Thapana Sirivadhanabhakdi Member of the Remuneration and Nomination Committee Non-Executive Director
Mr. Panote Sirivadhanabhakdi Member of the Remuneration and Nomination Committee Executive Director
Scope of Powers, Duties and Responsibilities of the Remuneration and Nomination Committee
1. To prescribe bases and policy on the nomination of directors and sub-committee members of the Company.
2. To consider nominating and screening the qualified persons to be a director, in the case the position of directorship is vacant, for proposing to the Board of Directors for approval and/or for seeking approval from the meeting of shareholders, as the case may be.
3. To consider nominating and screening the qualified persons to hold the position of managing director upwards, in the case such a position is vacant.
4. To consider proposing list of names of qualified directors to be appointed as sub-committee members to the Board of Directors of the Company for appointment, in the case such a position is vacant.
5. To consider proposing recommendations on the remunerations and any other benefits which are necessary and suitable, both financially and not financially, so as to make an incentive and maintain the Board of Directors, Sub-Committees and/or for proposing to the meeting of shareholders for approval.
6. To prepare criteria and policy on the fixing of remunerations of the Board of Directors, the Audit Committee, the Remuneration and Nomination Committee and Risk Management Committee for proposing to the Board of Directors for approval and/or for proposing to the meeting of shareholders for approval, as the case may be. Which have the criteria for consideration by performance of the Company, scope of duties and responsibilities of each board or committee, experience, knowledge and capabilities of directors and comparing to other companies in the same industry
7. To consider fixing the necessary and appropriate remuneration or other benefits both monetary and non-monetary in order to compensate and persuade the high rank of management from Managing Director above by evaluating from his performance, endeavor and the performance of the Company
8. To provide clarifications and answers to questions relating to the remunerations of the directors at the meeting of shareholders.
9. To carry out any other works as assigned by the Board of Directors of the Company and with approval of the Remuneration and Nomination Committee.
The Corporate Governance Committee
The Board of Directors has approved the setting up of the Corporate Governance Committee, which at present comprises 4 members, as per the following list:
Name-Surname Position Details
Mr. Tithiphan Chuerboonchai Chairman of the Corporate Governance Committee Independent Director
Mr.Panote Sirivadhanabhakdi Member of the Corporate Governance Executive Director
Mr. Suwit Chindasanguan Member of the Corporate Governance Independent Director
Mr. Worawat Srisa-an Member of the Corporate Governance Executive Director
Scope of Duties and Responsibility of the Corporate Governance Committee
1.
Duty to provide corporate governance policy and corporate best practices.
1.1 To provide corporate governance policy and relevant best practices to apply as conduct guidelines for the Company.
1.2 To disclose of good governance principles and relevant best practice guidelines to the public.
2.
Duty to provide policy and best practice guidelines for corporate governance towards outside stakeholders namely:
2.1 Shareholders
2.2 Customers/Business Partners
2.3 Investors
2.4 Society
2.5 Environments
2.6 Others
3.
Duty to review the board composition of the Board of Directors and to prepare guidelines for board member development.
3.1 To set overall requirements for board qualifications such as knowledge, experiences and proficiency to suit the nature of its structure, size and composition, as well as the nature of the Company’s business.
3.2 To set plan of development strategy for board members such as necessary knowledge, work planning, Annual Board Retreat, and other skill developments.
3.3 To oversee director’s annual assessments and ensure that such assessments are efficiently made on an annual basis.
Risk Management Committee
The Board of Directors has approved the setting up of the Risk Management Committee, which at present comprises 11 members, as follows:
Name-Surname Position Details
Mr. Worawat Srisa-an Chairman of the Risk Management Committee President
Mr. Wichai Mahutdejkul Member of the Risk Management Committee Executive Vice President
– Corporate Services
Mr. Bundit Muangsornkeaw Member of the Risk Management Committee Executive Vice President
– Finance Budgeting and Accounting
Mr. Korntawat Kingngoen(1) Member of the Risk Management Committee Executive Vice President
– Business Operations
Mr. Khumpol Poonsonee(2) Member of the Risk Management Committee Executive Vice President - Investment and Business Development
Mr. Panom Prommiratana(3) Member of the Risk Management Committee Managing Director, Thai-Lysaght Co., Ltd.
Mr. Noppadol Theerasilp(4) Member of the Risk Management Committee Advisory, Forward System Co., Ltd.
Mr. Teekayu Dusiyamee(5) Member of the Risk Management Committee Managing Director, Forward System Co., Ltd.
Mr. Urasate Navenugraha(6) Member of the Risk Management Committee Managing Director, Univentures REIT Management Co., Ltd.
Mr. Siripong Srisawangwong(7) Member of the Risk Management Committee Managing Director, GRAND UNITY Development Co., Ltd.
Mr. Norawee Chatraporn(8) Member of the Risk Management Committee Senior Vice President, Asset Management
Note :
(1) Mr. Korntawat Kingngoen has been appointed Received the position on March 14, 2016.
(2) Mr. Khumpol Poonsonee has been appointed Received the position on December 1, 2016.
(3) Mr. Panom Pommiratana has been appointed Received the position on November 1, 2016.
(4) Mr. Noppadol Theerasilp has been appointed Received the position on November 1, 2016.
(5) Mr. Teekayu Dusiyamee has been appointed Received the position on November 1, 2016.
(6) Mr. Urasate Navanugraha has been appointed Received the position on May 12, 2016
(7) Mr. Siripong Srisawangwong has been appointed Received the position on October 3, 2016.
(8) Mr. Norawee Chatraporn has been appointed Received the position on June 1, 2016.
Scope of Powers, Duties and Responsibilities of Risk Management Committee
1. To prescribe strategies and policies, as well as setting targets of risk management of the entire organization, for use as guidelines for effective risk management by the Management so that it be carried out in the same direction.
2. To prescribe the frame of integrated risk management which shall cover major risks of the business, such as, business risk and operational risk, etc.
3. To laydown risk management system so as to reduce any effects that may occur to the business operations of the Company permanently, including arrangement for regular risk assessment.
4. To prepare and approve suitable risk management plan, by assessing risk factors that may affect the business operations of the Company, and prepare risk management plan at all levels through brainstorming among the executives and staff from various departments.
5. To develop the efficiency risk management and examine it for suitable risk management.
6. To encourage the executives and staff so that they be aware of the importance of management and administration of risks that may cause the Company not being able to achieve its targets including to persuade into the risk management at all levels of the organization, while at the same time embedding it as a culture of the organization.
7. To monitor the progress in complying with the risk management plan of the Company, and provide advices and recommendations in regard to risk management.
8. To communicate with the Audit Committee about significant risks that may affect the internal control.
9. To report to the Board of Directors of the risks and the progress of management such risks.