Directors who are not acting as employees are entitled only to remuneration approved by the shareholders. They might also be entitled to reimbursement for incurred expenses on behalf of the company.

Responsibilities of Directors. The following are joint responsibilities shared by the directors: the existence and regular keeping of books and documents in accordance with the law; actual payment of shares by the shareholders; the proper distribution of dividends of interest in accordance with the law; and the proper enforcement of the resolutions of the general meetings. 

General powers to manage the company lies with the board of directors, although one or more directors in any sort of combination to manage the company and bind the company by their signatures may be appointed. Detailed in a certificate issued by the Ministry of Commerce are the powers of the directors to bind the company.

Great care must be taken by the directors in regards to conduct and management of the company. Commercial transactions of the same nature as, and competing with, that of the company, either on his own account or that of a third person must not be undertaken by a director. Thai law also prohibits a director acting as a partner with unlimited liability in other commercial concerns carrying on similar or competing business with that if the main company. However, resolutions may be passed allowing a director to be a partner with unlimited liability in other such business entities, but a general meeting of directors must deem it appropriate.

Civil Liability. The law of agency is the principal body of law that governs the relationship between directors, the company and third persons. A claim against the directors for any harm the directors have caused to the company may be entered on behalf of the company. In most cases the directors are the only people who have authority to enter a claim. The Civil and Commercial code provides that a claim against a director may be initiated by any shareholder or creditor of the company. Such action may be brought by any one or more shareholders with an aggregate of at least 5% of the shares in the case of public limited companies.

If a third person is injured, liability will not fall personally on a director, so long as he has acted within the scope of his proper authority, but will bind the company. If the director has acted without authority or beyond the scope of his authority, and such action has not been approved by the company, then he will be personally liable to the injured third party. If a director's actions falls below the standard of a "careful businessman" then the company will be liable to the third person, but the company may claim indemnity against the director. 

 

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