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| Corporate Governance Policy |
 Chapter 1 Rights of Shareholders |
| Chapter 2 Equitable Treatment of Shareholders |
| Chapter 3 Role of Stakeholders |
| Chapter 4 Disclosure and Transparency |
| Chapter 5 Responsibilities of the Board |
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| Chapter 1 Rights of Shareholders |
| The Board of Directors recognizes the importance of the rights of shareholders, and engages in no conduct that will be in violation to or deprive the shareholders of their rights. |
| 1. Basic rights |
| Shareholders enjoy their basic rights, such as buying, selling or transfer of shares, sharing of the Company’s profits, access to adequate news or information, attending shareholders’ meeting to vote on appointment or removal of directors, determination of directors’ remuneration, appointment of auditor, fixing the audit fee, and such issues that may impact the Company as allocation of dividend, capital increase or write-down, approval of extra transactions, etc. |
| 2. Shareholders’ meeting |
The Company has put in place procedure for holding shareholders’ meetings as follows:
2.1 The Company will send the notice of the shareholders’ meeting which contains such details as date, time and venue of the meeting, as well as details of the meeting agenda and accompanying documents to the shareholders in advance as prescribed by law. It will also disseminate such information through the Company’s website: www.richasiacorp.com at least 30 days prior to the meeting date, and then notify the Stock Exchange of Thailand (SET) of such dissemination, so that the shareholders will have sufficient time to study the information before receiving the printed document.
2.2 The Company will deliver together with the notice of the shareholders’ meeting the proxy form in the format as prescribed by the Ministry of Commerce for the shareholders who cannot attend the meeting in person to appoint any other persons or any of the Company’s independent directors as proxies to attend the meeting on their behalf in order to retain their rights at the meeting.
2.3 Duty stamps are prepared for shareholders attending by proxy free of charge.
2.4 Chairman, top Management and chairpersons of the committee, together with auditors and advisors will attend the ordinary meeting of shareholders to give relevant information and answer questions.
2.5 Before starting consideration on the agenda items, the shareholders will be informed of the meeting procedure, and vote casting and vote count method for each agenda item.
2.6 The Company will facilitate the meeting attendance registration by using software and technology to provide convenience and save time for the shareholders and the proxy holders.
2.7 The Company will prepare ballots for each agenda item, and for the agenda on the election of directors, the ballots will be segregated to allow for the shareholders’ voting on individual directors.
2.8 The meeting has been proceed sequentially in accordance with the agenda, and there in no alteration of agenda sequence nor request to consider any other issue which is not specified in agenda in case of without adequate supporting reasons.
2.9 The shareholders have been allowed and given enough time to express opinions and ask questions at the meeting, as well as submit questions prior to the meeting, for more clarity and fairness to the shareholders and the parties concerned.
2.10 The Company has report the voting result of each agenda item showing the number of votes of approval, disapproval and abstention through the SET’s electronics system on the following business day, and on the Company’s website: www.richasiacorp.com.
2.11 The minutes of the shareholders’ meeting will be taken, containing vote casting and vote count method, details of key points of questions raised and answers given at the meeting, and voting result of each agenda item, as well as name-list of attending and absent directors. The Company will then send a copy of the minutes to the SET, post them on its website: www.richasiacorp.com within 14 days from the meeting date, and inform the SET of such notification. The meeting has also been recorded in VDO and be posted in clip file on the company’s website.
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| Chapter 2 Equitable Treatment of Shareholders |
The Company believes in equitable treatment of all shareholders, whether they are major shareholders, minor shareholders, institutional investors, or foreign shareholders.
1. The Company recognizes the rights of shareholders and treatment of all shareholders on a fair and equitable basis. It gives opportunity for minor shareholders to propose issues considered beneficial to the Company for inclusion in the agenda and qualified candidates for directorship at least three months before the general meeting of shareholders. The criteria and procedure have been posted on the Company’s website: www.richasiacorp.com.
2. Voting rights in the meeting has been determined according to member of shareholding on the basis of one share for one vote.
3. The Company has set up a policy regarding securities trading and use of inside information not yet disclosed to the public to prevent Directors, Managements and Employees from using inside information for personal and others’ benefits, and instructed the people in the organization to follow. Directors and Managements have duty to report their securities holding as prescribed by the Office of the Securities and Exchange Commission to the Board (SEC) on a regular basis.
4. The Board and Managements shall disclose information of beneficial interests and related parties for Board’s consideration on the transactions that may have conflict of interest and has decision for the Company’s benefits. Directors and Managements are duty-bound to report the Company of their or related parties’ beneficial interests, which are related to administration and Management of the Company and subsidiaries. The Company has prepared the form on reporting interests of Directors and Managements as prescribed by law. Directors and Managements have to report any change to the Company and review such report on immediate report prior making any connected transaction. Company Secretary will send copies of such report to Chairman of the Board and Chairman of Audit Committee for information. Directors and Managements who have beneficial interests in any transaction will not be entitled to vote on such transaction. The Company will strictly comply with the laws, notifications and regulation of the SET and the SEC.
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| Chapter 3 Role of Stakeholders |
The Company recognized the importance of stakeholders’ rights, engages in no conduct that violates the stakeholders’ rights and promotes the cooperation between the Company and stakeholders concerned which will enhance ensure the Company’s sustainable stability.
Stakeholders of the Company comprise shareholders, customers, trade partners/creditors, competitors, employees, the government sector, the community/society and the environment.
1. The Company has developed and adopted a code of business ethics for all its directors, Managements and Employees to acknowledge and strictly follow as guidelines in work performance, and imposed penalty in case of non-compliance.
2. The Company has established a corporate social responsibility policy and conducted activities that represent its implementation of such policy, as well as promoted and supported its employees’ participation in such implementation.
3. The Company has mapped out an anti-bribery and anti-corruption policy, and supported activities that promote and encourage all employees to perform in conformity to the relevant rules and laws.
4. The Board has imposed whistle blowing and complaint measures in relation to possible legal offenses, accuracy of financial report, defective internal control system, or breach of code of ethics, and put in place mechanism to protect the rights of whistle blowers and complainants, such as keeping their identities in confidentiality, etc., to encourage stakeholders to join in taking care of the interests of the Company more efficiently.
Direct channel for whistle blowing or complaint filing is to Audit Committee members (independent directors) of the Company.
1. By post: Send to Audit Committee members of Rich Asia Corporation Plc., No. 636 Bangkhunthian-Chaithalay Road, Thakham Subdistrict, Bangkhunthian District, Bangkok 10150
2. By email: audit@richasiacorp.com
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| Chapter 4 Disclosure and Transparency |
The Board recognized the importance to complete, timely and transparent disclosure of important information relating to the Company, both financial and non-financial, to the shareholders and investors as well as parties concerned on an equitable and reliable basis.
1. The Company provides dissemination of news and information according to SEC and the SET regulation, including other relevant information such as financial statements, operating results, annual disclosure registration (form 56-1), annual report, and other information disclosed to the public via the SET’s electronics system for investors on complete, timely and equal access.
2. Besides communication disclosure as per the regulation via SET channel, the Company has disclosed major information relating to the Company, such as business information, list of Directors and Managements, financial report, shareholding structure, structure of group of companies, details on shareholders’ meeting, form 56-1, annual report, news report to the SET, and corporate governance policy on the Company website. Investors may read and/or download updated information at www.richasiacorp.com.
3. The Board has report of the Board of Directors’ responsibility for financial reports accompanies with auditor’s report in the annual report to exhibit the accuracy, truthful and reasonably Company’s financial reports in compliance with the accounting standards and appropriated policies on a consistency practice.
4. The Board encourage the Company to provide clarification of Management Discussion and Analysis (MD&A) to disclosed in annual financial statements so that investors can better acknowledge information and understand changes occurring in the Company’s financial position and operating results in each year which is not solely numeral data in the financial statements.
5. The Board ensures to disclose audit fee and other service fees.
6. The Board ensures to disclose of name-list, roles and responsibilities of the Board and Committees, number of meetings held, and number of meeting attendance by each director in each year, including professional knowledge and training of Board and committee members.
7. The Board ensures to disclose policy on remuneration payment Directors and top Managements, and amount of remuneration paid to top four Directors and Managements from Chairman of Executive Committee downward. The amount disclosed will also include remuneration received by each director in subsidiaries (if any).
8. The Company assigns Company Secretary to take charge of communicating with investors/shareholders as center for disseminating the Company’s news and information. For more information, investors/shareholders may contact Company Secretary, telephone: 0 2453 6277 ext. 313, or email: secretary@richasiacorp.com.
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| Chapter 5 Responsibilities of the Board |
| The Company recognized the importance of the Board of Directors’ roles and responsibilities for the Company and the shareholders, whereby the Board is responsible for overall performance of duties in the best benefits of the Company and the shareholders. |
| 1. Board structure |
1.1 The Board is composed of at least five members, and half of them must have domicile in the kingdom. Independent directors shall represent at least one-third of the total number of Board members and be no fewer than three.
1.2 The Board members comprise professionals with leadership, vision, knowledge, capabilities and experience in the fields beneficial to the Company, and possessing qualifications as prescribed by law and articles of association of the Company, as well as dedication of time and efforts in performing duties properly with integrity, prudence and due care for the best benefits to the Company and fairness to the shareholders.
1.3 The Board requires qualifications of independent directors to be more strictly than those prescribed by the notification of the Capital Market Supervisory Board as follows,
1) Not hold shares of the Company in excess of 0.5% of the total number of voting shares of the Company, or the Company’s parent, subsidiary or associated company, or the Company’s major shareholder, or the person having controlling power over the Company, while the number of shares held by any person related to the independent director must also be counted.
2) Not be and have not been a director participating in management role, an employee, an officer, an advisor who receives regular salary, or a person having controlling power over the Company, the Company’s parent company, subsidiary, associated company, subsidiary at the same level, or major shareholder, or a person having controlling power over the Company, unless such independent director has not been a person referred to above for at least two years, excluding independent director who has been a government official or advisor to a government agency which is the Company’s major shareholder or a person having controlling power over the Company.
3) Not be a person having relationship either through bloodline or legal registration as the father, mother, spouse, sibling and child, as well as the spouse of a child of an Management, major shareholder, a person having controlling power, or a person to be nominated as the Management or that who has controlling power over the Company or its subsidiary.
4) Have no or have had no any business relationship with the Company or its parent company, subsidiary, associated company, major shareholder, or person having controlling power over the Company, in a manner that may prevent his/her due and independent use of discretion; and also not be and have not been a shareholder in material respect or a person who has controlling power over the person with business relationship with the Company, its parent company, subsidiary, associated company, major shareholder, or a person having controlling power over the Company, unless such independent director has not been a person referred to above for at least two years.
Business relationship in the above paragraph shall cover any ordinary course of business or trade for business engagement purpose, property rent or lease, transaction relevant to asset or service, giving or receiving financial assistance in form of loan or guarantee, offering assets as collateral, and any other similar conduct, which causes the Company or its counterparty to be liable for debt settlement to another party in an amount equivalent to 3% or more of the net tangible assets of the Company or 20 million baht or more, whichever is lower. The calculation of the said debt shall accord with the calculation of a connected transaction prescribed in the Capital Market Supervisory Board’s notification regarding regulation on connected transactions mutatis mutandis. However, consideration of the said debt shall include the debt incurred during the 1-year period prior to the date on which such business relationship takes place.
5) Not be and have not been an auditor of the Company, its parent company, subsidiary, associated company, major shareholder, or a person having controlling power; and not be and have not been a shareholder in material respect, a person having controlling power, a partner of an auditing firm for which the auditor of the Company, or that of its parent company, subsidiary, major shareholder, or a person with controlling power over the Company has been working, unless such independent director has not been a person referred to above for at least two years.
6) Not be and have not been a professional advisor, including legal or financial advisor, who obtains fee more than two million baht a year from the Company, its parent company, subsidiary, associated company, major shareholder, or a person having controlling power over the Company; and not be and have not been a shareholder in material respect, a person with controlling power, or a partner of such professional service provider, unless the independent director has not been a person referred to above for at least two years.
7) Not be a director who has been appointed as a representative of the Company’s director, the major shareholder, or the shareholder related to the Company’s major shareholder.
8) Not engage in the business of the same nature as or competing with that of the Company or its subsidiary; or not be a partner in material respect in a partnership, or director participating in management role, an employee, officer, or advisor obtaining regular salary, or a shareholder holding more than 1% of total voting shares of any other company which engages in the business of the same nature as or competing with that of the Company or its subsidiary.
9) Not have any characteristics that prevent the director from giving independent opinions on the Company’s operations.
1.4 The Company has segregated responsibilities between the Board of Directors and top Managements. Chairman of the Board shall be an independent director, not being the same person as the top Management and having no relationship with the Management. The Board shall take the lead and play a vital role in deciding on policies, supporting and giving suggestions on business operations, and not being involved in normal daily operation which is under the Management’s responsibilities. Particularly, the independent director has a significant role of giving opinions to the Company. This will help balance the power of reviewing the Company’s business administration.
1.5 The Board has appointed a qualified person as Company Secretary to perform as below:
1) Arrange shareholders’ meetings and Board meetings in accordance with the applicable law, articles of association of the Company, and other relevant procedures.
2) Prepare and retain directors register, invitation notice and minutes of Board meetings, invitation notice and minutes of shareholders’ meetings, and annual report.
3) Maintain reports of beneficial interests of directors and Managements for submission as required by law.
4) Ensure disclosure of news and information in the part under responsibility to the relevant regulatory bodies.
5) Provide preliminary advice and recommendations pertaining to legal, regulatory and governance issues and practices to the Board.
6) Follow up activity and support performance of duties of the Board and the Company to conform to the applicable law, the Board resolutions, the resolutions of the shareholders’ meetings, and relevant rules and regulations.
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| 2. Term of directorship |
2.1 At every annual general meeting of shareholders, at least one-third of the directors shall retire by rotation. If the number of directors is not a multiple of three, the number of directors closest to one-third shall vacate. The director to vacate in the first year and the second year after the Company’s establishment registration shall be determined by drawing lots, and in the years afterward, the director who has held office longest shall vacate. A retiring director is eligible for re-election.
The Company has not stipulated the number of term of directorship each director is entitled to, viewing that its directors knowledgeable and competent, having set policies and given advice on solutions of problems in the business operations at the standards expected by the Company. Therefore, to ensure consistency in the business management and for the benefits of the Company, election of qualified persons to assume directorship is the right of the shareholders to decide on the persons to perform duties on their behalf in formulating policies and overseeing the Company owned by the shareholders.
Besides retiring by rotation, a director shall vacate in any of the following cases:
(1) death
(2) resign
(3) disqualified or prohibited as prescribed by public company law
(4) resolution of the shareholders’ meeting
(5) the court’s order
2.2 Any vacancy among Board members occurring otherwise than by rotation, the Board may elect any person having qualifications and not prohibited as prescribed by the public company law as director to fill the vacancy at the next meeting, unless the remaining duration of the director’s term of office is less than two months. Any person who be appointed on substitution shall retain the remaining term of the vacating director.
2.3 Each director may hold directorship in not more than five listed companies.
2.4 Directorship of Chairman of the Executive Committee and top Managements of the Company in other companies shall be subject to approval by the Board.
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| 3. Roles, duties and responsibilities of the Board |
3.1 Perform duty in conformity to the law, and the objectives and articles of association of the Company, as well as the resolutions of the general shareholders’ meetings; and have the power to perform as specified in the memorandum of association or those related thereto. The Board may assign any one or several persons to perform on the Board’s behalf. By such assignment, the assignee shall have no power to approve the transaction in which he/she or a person that may have conflict (“person that may have conflict” shall be defined as prescribed in the notification of the SEC) has beneficial interests or may have conflict of interest in any other nature with the Company or subsidiary.
3.2 Oversee and determine the Company’s significant policies regarding principles in business operations, finance, fund raising, capital management, and risk management.
3.3 Consider investment matters, by approving budgets for investment projects of the Company, and monitoring the implementation of such projects in line with the plans set out.
3.4 Oversee the Company’s business operation to make sure it meets or exceeds the targets set forth, and lay down solution guidelines to cope with any problems and obstacles in order to meet or exceed the targets set forth.
3.5 Ensure the Company prepares reports on general and financial information to be submitted to the shareholders and stakeholders or investors in general in an accurate and timely manner and as prescribed by the law.
3.6 Acknowledge significant audit reports of Audit Committee or Internal Audit Department as well as the external auditor and advisors of the Company, and have the duty to establish guidelines for improvement or remedy in case of finding any material deficiencies.
3.7 Review and opine on adequacy and appropriateness of the Company’s internal control and risk management systems.
3.8 Put in place a succession plan for human resource management.
3.9 Appoint Audit Committee members and endorse scope of power, duties and responsibilities of Audit Committee
3.10 Appoint Executive Committee and endorse scope of power, duties and responsibilities of Executive Committee.
3.11 Consider matters with conflict of interests with prudence, with clear guidelines and in the best interests of the Company and the shareholders as a whole, as well as ensuring persons with beneficial interests not participating in the decision making process; and monitor to ensure performance conforms to the procedure of related regulations and disclosure of such transactions is accurate and complete.
3.12 Establish written corporate governance policy and ensure review of the policy and the implementation of which is carried out at least once a year.
3.13 Draw up written code of business ethics for all Directors, Managements and employees to understand the business framework and work procedure and practice; and ensure review of the code and the implementation of which is carried out at least once a year as well as there is strict compliance with which regularly.
3.14 Institute an internal audit work unit to take charge of examining the internal control system and significant transactions on a regular basis, to make sure the system is efficient which will enhance reliability of the Company’s financial statements. Audit Committee shall be tasked with supervising the internal audit work unit, covering operation, compliance, dealing with irregularities, and appropriate risk management for the maximum benefits of the Company.
3.15 Make available whistle blowing channel to Audit Committee members via the Company’s website.
3.16 Put in place a governance mechanism on subsidiaries to protect the Company’s investment benefits, thereby the Company will consider candidates qualified for charging on the boards of subsidiaries to control subsidiaries’ operations in line with the Company’s policy and to ensure their transactions are carried out with adherence to the law, and the SET and the SEC regulation.
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| 4. Nomination of directors |
| At present, the Company has not yet appointed the Nomination Committee to take charge of its director nomination process. However, the Board has considered qualified persons using the nomination criteria and method based on the qualification regulation pursuant to Section 68 of the Public Limited Companies Act, B.E. 2535 (1992) and other relevant laws, and focusing on persons with capabilities, knowledge, competence, experience and expertise from diverse fields. |
| 5. Board meeting |
5.1 Meeting schedule for each year is planned and sent to each director in advance.
5.2 Board meeting is held at least four times a year.
5.3 Chairman of the Board and Chairman of the Executive Committee will jointly consider issues to be put on the agenda, and also allow directors to propose issues considered beneficial to the Company for the agenda.
5.4 Invitation notice and meeting documents are sent to all directors at least five business days in advance so that directors will have enough time to consider and study the details, except in urgent case where the document may have to be sent less than five business days in advance.
5.5 Each director should attend the meeting at least 75% of the total number of meetings held in each year.
5.6 Chairman of the Board will allocate adequate time for the management to present information and discuss major problems, and promote prudent exercise of discretion and adherence to good corporate governance.
5.7 The Board encourages top Managements to attend the meeting to give additional details of the issues under consideration as they are related directly to such issues.
5.8 The Board can acquire additional information as required from the Management and company secretary, and if necessary, the Board may seek independent opinions from external advisors or professionals at the Company’s expense.
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| 6. Assessment of Board’s performance |
| The Board has laid down criteria and made available assessment of the whole Board’s performance once a year using the assessment form according to the SET guidelines and adjusted to be appropriate for the Company. The assessment form covers six topics, i.e. Board structure and qualifications; roles, duties and responsibilities of the Board; Board meeting; Board’s performance of duties; relationship with the Management; and Board’s self-development and development of Managements. The assessment is not on an individual basis. It aims to allow all Board members to jointly consider and review their performance, problems and obstacles facing throughout the past year, in order to work out improvement and rectification. Result of the assessment will be concluded by the Management and proposed for the Board’s information. It will also be disseminated in the Company’s annual report. |
| 7. Director remuneration |
At present, the Company has not yet appointed the Remuneration Committee to consider and determine director remuneration. However, the Board has considered and determined director remuneration based on the Company’s operating result, level of responsibility assigned, and comparison with that of other companies of the same or similar type and size of business, before submission to the annual general meeting of shareholders for consideration and approval.
Director remuneration is composed of meeting allowance and performance bonus, payable at 10% of dividend, but not exceeding 7 million baht.
Committee members whose assigned duties are additional duties from normal Board duties, i.e. Audit Committee members, are entitled to receive meeting allowance.
Managements receive remuneration in form of monthly salaries and annual bonus, mainly performance-based.
The Company’s annual payment of remuneration for Board and committee members and Managements shall not be too high when compared with average remuneration of listed companies on the SET and with maximum benefits of the Company taken into account.
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| 8. Development of directors and Managements |
8.1 The Board encourages and supports training and provision of knowledge to Board members, Audit Committee members, and company secretary to ensure consistent improvement of their performance.
8.2 When a new director is appointed, the Management or the persons assigned will prepare and make available documents and information beneficial to performance of duty of the new director, including introduction of the Company’s nature of business and business direction to the new director.
8.3 The Board ensures the Company has drawn up a Management development and succession plan to cope with the situation when any of the top Management cannot perform duty.
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| 9. Committees |
| The Board has instituted two Committees to assist in monitoring and scrutinizing significant issues, i.e. Audit Committee and Executive Committee. |
| 9.1 Audit Committee |
Audit Committee is composed of at least three independent directors, with a term of office of three years, who are not directors assigned by the Board to decide on the business operations of the Company, the Company’s parent company, subsidiary, associated company, subsidiary at the same level, or major shareholder, or a person having controlling power over the Company, and not directors of the parent company, subsidiary, or subsidiary at the same level that is a listed company, and appointment of whom shall be made by the Board. At least one of the appointed Audit Committee members shall have adequate knowledge and experience in reviewing the reliability of the financial statements. Duties and responsibilities shall be as assigned by the Board and meeting shall be held at least quarterly.
Scope of power, duties and responsibilities of Audit Committee
1) Review the Company’s financial statements to ensure accuracy and adequacy.
2) Review and ensure that the Company has suitable and efficient internal control system and internal audit system, and review to ascertain that internal audit function is independent, as well as concur appointment, transfer or removal of head and/or officers of internal audit work unit or any other unit with task related to internal audit.
3) Review to ensure compliance with the laws on securities and exchange, the SET regulations, and other applicable laws relevant to the Company’s business.
4) Select, nominate and recommend appointment of a person with independence as the Company’s external auditor and fixing of the audit fee, as well as attend the meeting with the external auditor without participation by the Management at least once a year.
5) Review connected transactions or transactions that may lead to conflict of interest to ensure transactions are conducted in compliance with the law and regulations of the SET and that transactions are entered with reasonableness for the maximum benefits to the Company.
6) Prepare Audit Committee report, signed by the Audit Committee Chairman, and disclose it in the annual report of the Company, containing at least the following information:
(a) Opinion on the accuracy, completeness and integrity of the Company’s financial statements.
(b) Opinion on the adequacy of the Company’s internal controls.
(c) Opinion on compliance with the laws on securities and exchange, the SET regulations, and other applicable laws relevant to the Company’s business.
(d) Opinion on suitability of the Company’s external auditor.
(e) Opinion on transactions that may lead to conflict of interest.
(f) Number of meeting held during the year and number of each member’s attendance.
(g) Overall opinion and remark from performance of duties according to the charter.
(h) Other information, within the scope of the roles and responsibilities assigned by the Board, which is deemed necessary for the shareholders and general investors.
7) Other functions as assigned by the Board and with the consent of the Audit Committee.
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| 9.2 Executive Committee |
Executive Committee is prescribed by the Board to be composed of at least three members, but not exceeding five members, selection of whom is made from among Board members or employees or persons with knowledge and competence and not being members of Audit Committee. Duties and responsibilities shall be to supervise the Company’s business operations as assigned by the Board and with reporting directly made to the Board.
Scope of power, duties and responsibilities of Executive Committee
1) Have power to decide on the Company’s significant operational issues by determining scope, type or size of the business, objectives, business framework and policy within the scope of power delegated, and supervising and monitoring the overall business operations, productivity, and relationship with customers, as well as having accountability for the Board.
2) Consider and approve the Company’s procurement and investments for business expansion, including acquisition of fixed assets, for submission to the Board for approval in case such procurement and investments for business expansion, including acquisition of fixed assets, are beyond the scope of power and duties assigned by the Board.
3) Have power to decide on procurement and selling of raw materials in the production and/or the products and/or the component parts of the products, which is in the normal course of business operations, at the weight of not exceeding 30,000 tons per transaction.
4) Have power to approve expenses in the normal course of business operations.
5) Have power to conduct and express oneself as representative of the Company to external parties in the business related to and beneficial to the Company.
6) Consider the Company’s fund raising activity for submission to the Board meeting.
7) Approve appointment of advisors in various fields as necessary to the business operations.
8) Conduct activity in relation to general business administration of the Company.
9) Consider and approve action plans of all departments, and requests submitted by them on the issues beyond their scope of authority.
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