Report on Securities Holding of Directors and Management

Management

The management structure of the Company comprises of the Board of Directors, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Corporate Governance Committee, and the Management. Additional committees have been established at the management level to supervise the implementation of internal policies to ensure maximum performance within the organization.

Board of Directors

During 2018, three directors resigned from their directorship and there were three new directors. Therefore, as of 31 December 2018, the Board of Directors of the Company consists of 11 directors:

  • 10 directors are non-executive directors, 4 of them are independent directors representing 36.4% of the Board of Directors; and
  • 1 director is an executive director, i.e. Chief Executive Officer.

Names of the directors and their share ownership in the Company as of 31 December 2018 are as follows:

No. Name Position No. of shares as of 31 Dec 17 No. of shares as of 31 Dec 18 Increase/ Decrease

1

Mr. Boonchai Bencharongkul Chair 10 10 -
Spouse   - - -
Minor Child   - - -
2
Mr. Petter Boerre Furberg Vice Chair - - -
Spouse   - - -
Minor Child   - - -
3
Mr. Chulchit Bunyaketu Independent Director - - -
Spouse   15,000 15,000 -
Minor Child   - - -
4
Mrs. Kamonwan Wipulakorn Independent Director - - -
Spouse   - - -
Minor Child   - - -
5
Mr. Stephen Woodruff Fordham Independent Director 10,000 shares
6,000 NVDR
10,000 shares
6,000 NVDR
-
Spouse   - - -
Minor Child   - - -
6
Mrs. Chananyarak Phetcharat Independent Director - - -
Spouse   - - -
Minor Child   - - -
7
Mrs. Alexandra Reich (1) Director and Chief Executive Officer - - -
Spouse   - - -
Minor Child   - - -
8
Mr. Gunnar Johan Bertelsen (2) Director - - -
Spouse   - - -
Minor Child   - - -
9
Mr. Haakon Bruaset Kjoel Director - - -
Spouse   - - -
Minor Child   - - -
10
Mrs. Tone Ripel Director - - -
Spouse   - - -
Minor Child   - - -
11
Mr. Sverre Pedersen Director - - -
Spouse   - - -
Minor Child   - - -

Remark:

  • (1) Mrs. Alexandra Reich has been appointed as the new director in replacement of Mr. Lars-Aake Valdermar Norling (who resigned from his directorship on 24 August 2018) with effect from 14 September 2018 pursuant to the resolution of the Board of Directors’ Meeting No. 8/2018 held on 14 September 2018.
  • (2) Mr. Gunnar Johan Bertelsen has been appointed as a new director in replacement of Mr. Tore Johnsen (who resigned from his directorship on 1 February 2018) with effect from 1 February 2018 pursuant to the resolution of the Board of Directors’ Meeting No. 1/2018 held on 30 January 2018.


Names of the directors who resigned in 2018 and their share ownership in the Company are as follows:

No.
Name Position No. of Shares as of
31 Dec 17
No. of Shares as of
31 Dec 18 (1)
Increase/ Decrease
1
Mr. Tore Johnsen(2) Director - - -
Spouse   - - -
Minor Child   - - -
2
Mr. Lars-Aake Valdermar Norling (3) Director and Chief Executive Officer - - -
Spouse   - - -
Minor Child   - - -
3
Ms. Tanwadee Wongterarit (4) Director - - -
Spouse   - - -
Minor Child   - - -

Remark:

  • (1) There is no change in share ownership / no share sale and purchase during 2018.
  • (2) Mr. Tore Johnsen resigned from directorship on 1 February 2018
  • (3) Mr. Lars-Aake Valdermar Norling resigned from directorship on 24 August 2018
  • (4) Ms. Tanwadee Wongterarit resigned from directorship on 2 October 2018

The authorized signatories of the Company are any two of the following six directors can sign jointly with the Company’s seal affixed: (1) Mr. Boonchai Bencharongkul, (2) Mr. Petter Boerre Furberg, (3) Mr. Haakon Bruaset Kjoel, (4) Mr. Gunnar Johan Bertelsen, (5) Mrs. Chananyarak Phetcharat, and (6) Mrs. Alexandra Reich.


Management

The Chief Executive Officer is the head of the management team. The Company’s organization structure is divided into 6 groups, i.e. Finance Group, Marketing Group, Sales Group, Technology Group, People Group, and Corporate Affairs and Business Development Group.

Names of the Management and their share ownership in the Company as of 31 December 2018 are as follows:

No.
Name Position No. of Shares as of
31 Dec 17
No. of Shares as of
31 Dec 18
Increase/ Decrease
1
Mrs. Alexandra Reich (1)(2) Chief Executive Officer and Acting Chief Marketing Officer - - -
Spouse   - - -
Minor Child   - - -
2
Mr. Dilip Pal Chief Financial Officer - - -
Spouse   - - -
Minor Child   - - -
3
Mr. Prathet Tankuranun Chief Technology Officer 10,000 shares 10,000 shares -
Spouse   7,100 shares 9,400 shares +2,300 shares
Minor Child   - - -
4
Ms. Nardrerdee Arj-Harnwongse Chief People Officer - - -
Spouse   - - -
Minor Child   - - -
5
Mr. Rajiv Bawa (3) Chief Corporate Affairs and Business Development Officer and Acting Chief Sales Officer - - -
Spouse   - - -
Minor Child   - - -

Remark: In 2018, there were organizational changes that affected the Company’s organizational structure as follows:

  • (1) Mrs. Alexandra Reich was appointed as the new Chief Executive Officer in replacement of Mr. Lars-Aake Valdermar Norling (who resigned from his position on 19 August 2018) with effect from 20 August 2018 pursuant to the resolution of the Board of Directors’ Meeting No. 7/2018 held on 2 August 2018.
  • (2) Mr. Andrew Tor Oddvar Kvaalseth resigned from the Company on 16 July 2018. Mr. Panya Vechbanyongratana was appointed as the new Chief Marketing Officer, bringing together the Commercial Group with part of the Marketing Group, with effective from 16 July 2018. Later, Mr. Panya Vechbanyongratana resigned from his management position with effect from 19 November 2018. Mrs. Alexandra Reich was appointed as the Acting Chief Marketing Officer during the nomination process to find the suitable person for this position, with effect from 19 November 2018.
  • (3) Mr. Rajiv Bawa was appointed as the Acting Chief Sales Officer during the nomination process to find the suitable person for this position, with effect from 19 November 2018 to 31 January 2019. From 1 February 2019, Ms. Tipayarat Kaewsringam was appointed as the Chief Sales Officer and did not hold any share on the appointment date.
  • (4) Mr. Panthep Nilasinthop was appointed as the acting Chief Digital Officer with effect from 16 July 2018 - 19 November 2018 before the change in organizational structure on 19 November 2018. In 2018, both Mr. Panya Vechbanyongratana and Mr. Panthep Nilasinthop, who were considered executives pursuant to the definition specified by the SEC, along with their spouse and minor child did not hold any share; therefore, there is no change of shareholding during the period when both of them were management of the Company.