9. Management 9.1 Management Structure PTTEP is governed by the Board of Directors and has additional five standing sub-committees, namely the Corporate Governance Committee, the Audit Committee, the Remuneration Committee, the Nominating Committee, , and the Risk Management Committee.
9.1.1 The Board of Directors (“The Board”): The Board has the authority and the responsibility of providing the Company with directions on good corporate governance, corporate policy, strategic plan, vision, and annual budget for its operating plans; appointing or replacing PTTEP Management; and monitoring and following up on Company performance. The following matters, however, require approval by a shareholders’ meeting with a total number of votes no less than three-quarters of the total number of votes cast by the eligible shareholders present:
(1) Sale or transfer of the whole of essential parts of any PTTEP business to other entities
(3) Creation, amendment, or termination of contracts dealing with the granting of a lease of the whole or essential parts of any PTTEP business, the assignment to any other person(s) to manage the Company or the merger of the Company with any other entity to share profits and losses
(5) Increase or reduction of registered capital, debentures issuance, company amalgamation, and company dissolution
(6) A case in which PTTEP or its subsidiaries decide to enter into a connected transaction or a transaction concerning the acquisition or disposition of material assets of PTTEP or its subsidiaries, as defined in the Notification of the Securities Exchange of Thailand (SET) which applies to a connected transaction of a listed company.
The Board consists of 15 Directors with details of current ones and one Director who retired during the year shown in Attachment 1.
Director’ changes in number of shares held and Board Meeting attendances in 2006 are summarized below: