1 Thai Institute of Directors Enterprise with Integrity
2 ABOUT IOD VISION IOD is Recognized Internationally for Promoting Directorship to a Professional Level Leading to the Sustainable Growth of Thai Companies MISSION Develop and Support Company Directors to Implement Good Corporate Governance Established in 1999 as a Not-for-Profit and Membership Organization 2
3 IOD ACTIVITIES A Member-Driven Institute Model Training Director Programs Chairman Program Committee Programs Management Programs Company Secretary Programs Research & Policy Member Relations CG/ASEAN Scorecard Company CG Assessment Board of the Year Awards Research Papers/Surveys/Best Practices Policy Brief and Advocacy Director Briefing/Forum National Director Conference Chartered Directors Networking Events Publication: Boardroom Magazine/Flash Member Service: Director/Member Search 3
9 ความหมายของการก าก บด แลก จการ The SYSTEM by which business corporations are DIRECTED and CONTROLLED. ระบบ ท ใช ในการ ก าก บ และ ควบค ม การด าเน นธ รก จของก จการ Source: Principles of Corporate Governance (2004), OECD 9
14 บทบาทหน าท ของกรรมการ External Role Internal Role Compliance Role Provide accountability Monitoring and supervising Past and Present Oriented Approve and work with and through the CEO Performance Role Strategy formulation Policy making Future Oriented Source: Robert I. Tricker, International Corporate Governance,
15 ต วอย างความบกพร องของบร ษ ทด าน CG Sarbanes-Oxley Act Public Company Accounting Reform and Investor Protection Act Dodd-Frank Act Wall Street Reform and Consumer Protection Act Accounting fraud Excessive executive compensation Poor oversight Insider trading Corruption Poor oversight Accounting fraud Accounting fraud Corruption Excessive risk taking Lack of responsibilities for stakeholders Accounting fraud Excessive risk taking Poor oversight & & executive compensation lack of responsibilities for stakeholders Money laundering Accounting fraud & Information cover up Non-transparency & poor risk & crisis management Corruption Information cover-up LIBOR fraud Corruption Accounting fraud FOREX fraud Accounting fraud Embezzlement Consumer trust violation Consumer trust violation & poor oversight Consumer trust violation 15
28 การสร างความเข าใจในบทบาทกรรมการ An obligation to act in the best interest of another parties FIDUCIARY DUTIES Duty of Care Duty of Obedience Duty of Loyalty Duty of Disclosure Source: Director Fiduciary Duty Check List 28
30 GOOD GOVERNANCE is a team activity between the board and management Key attributes of an effective governance team are diversity of view and experience, independence of mind, openness to alternatives and trust. -- Australian Institute of Company Directors (AICD) 2017 Thai Institute of Directors Association All rights reserved Thai IOD and the officers, authors and editors of Thai IOD make no representation or warranty as to the accuracy, completeness or legality of any of the information contained herein. The material is for general information only and is not intended as advice on any of the matters discussed. Each recipient should consult their professional advisers for advice in relation to a specific matter affecting them. By accepting this material, each recipient agrees that Thai IOD and the officers, authors and editors of Thai IOD shall not have any liability for any information contained in, or for any omission from, this material. In addition, by accepting this material, the recipient agrees to utilize the information contained herein solely for the purpose of personal use for professional development purpose. Copyright in this material is strictly reserved. Any distribution or reproduction of any part of this material without the prior written permission of Thai IOD, the copyright owners is strictly prohibited.