คณะกรรมการกำกับดูแลในบริษัท

Abstract

The objective of this research is to study the legal principles concerning the supervisory board of the company in the country where two-tier board is in use, and to see whether such principles can be used as a guideline to promote companies in Thailand to have good corporate governance and thereby increase the efficiency of management, or not. According to the research, there are two main board models ; one-tier or unitary board and two-tier or dual board. For one-tier board, there is only one board that is accountable for the company's operation. The board has both the helm of business strategy and monitoring the performance of management. Thailand used the one-tier board model and there is not sufficient mechanism of check and balance within a board. For the two-tier board, this board model is found in various countries in Europe ; e.g. Germany, France and Netherlands. Under this model, there are two boards ; management board is responsible for making business decision, and supervisory board is responsible for control and inspection of the operations of management board closely. The member of a board cannot be the same in the other board. Further, the laws concerning superning supervisory board have provided measures which include the roles of the board to support the board to supervise the management board properly. The structure and measures of the supervisory board can solve the problem of check and balance vis a vis the management board, which will cause the management board to perform their duties with care, honesty and transparency in a greater degree. The supervisory board is therefore a good alternative mechanism to help build up the public and large private companies in Thailand to have good corporate governace and effective management, in addition to the rules of the Stock Exchange of Thailand requiring each listed company to have an audit committee.