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If you mention word STARK, many people may think of “Stark Industries” with the coolest CEO, Tony Stark, played by Robert Downey Jr. in the famous movie known as 'Iron Man' of the Marvel Cinematic Universe……..However, at this time, if we talk about STARK, there is nothing more well-known than “Stark Corporation Public Company Limited” (an abbreviation of securities is “STARK”) which is the holding company that mainly invests in other companies andits subsidiaries produce electricity and cable lines, as well as providing human resource services. Recently, STARK surprised investors by announcing important news of 7 resignations and 5 new appointments of board members, changes in the chairman and CEO positions, appointment of a new company secretary and the postponement of the submission of consolidated and separate financial statements for the fiscal year ending December 31, 2022, which was delayed beyond the deadlines set by laws and regulations until around May-June 2023, the third postponement since the original due date."
Based on the news disclosed, STARK has restructured its board by reducing the number of members to 6 persons. 5 new board members have been appointed to replace the old ones, and Mr. Vonnarat Tangkaravakoon, the largest shareholder and former board member, has been appointed as the new CEO (Acting). Mr. Vonnarat has expressed his intention to deal with the company's issues and has prepared to submit the financial statements in May-June 2023. This article does not mention the reason for the board's restructuring. However, the article highlights an interesting topic regarding the role of board members in corporate governance. Typically, board members undergo a rigorous selection process to find suitable candidates who possess the necessary qualifications for board positions. However, an important step to create "readiness" or "confidence" in board members' duties is to establish a clear policy for "New Director Orientation" activities, which could be included in the Corporate Governance Policy, Board Charter, or other policies, as appropriate. This is important because no matter how many board members resign or how much experience the new board members have as company directors, it is beneficial to have the incoming board members adjust quickly and learn about the company's essential information as soon as possible.
The orientation process for new board members is a continuous process, not a one-time event. Therefore, it is important to develop a framework that divides the orientation process into three (3) phases: 1) self-study phase, during which individuals who are invited to assume board positions are provided with basic information to help them understand the nature of the organization; 2) formal orientation phase, during which individuals have an opportunity to meet and talk with other members of the organization, exchange ideas and information, and ask questions about issues that may still be unclear; and 3) post-appointment phase, during which individuals are encouraged to continue to learn and develop their knowledge and skills so that they can better understand the workings of the board and adjust to the culture of the organization."
The orientation of new directors is an important process that provides an opportunity for them to understand the history, objectives, and main goals of the company, as well as an important mechanism for getting to know and building good relationships among board members. Therefore, the board should prioritize and require orientation as a mandatory activity for all new directors. The person generally responsible for coordinating this is the company secretary and/or the chair of the nominating committee. Furthermore, the company can also expand its activities continuously from the board orientation. For example, through interviews and exchanging perspectives among board members during board orientation, to identify the qualifications, expertise, experience, strengths, and weaknesses of new directors, this information can then be incorporated into a board skill matrix to obtain a current picture and as a reference for conducting gap analyses and developing individual director development plans in the future.
Srisunun Anuchornphan
Assistant Vice President
Thai Institute of Directors Association (IOD)
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Source :
www.set.or.th
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