Thai Airways Board Power Struggle Erupts over Ministry's Nominees
The Ministry of Finance, the majority shareholder, is proposing 10 new directors and seeking to controversially expand the board from 11 to 15, giving them sweeping control
- Thailand's Ministry of Finance (MOF), the airline's largest shareholder, has sparked a power struggle by nominating 10 candidates for the Board of Directors.
- The nominations are part of a controversial strategy to expand the board from 11 to 15 members, which would allow the MOF to install eight new directors and secure control.
- To push the changes through, the ministry is forcing an irregular second Annual General Meeting (AGM) in December to approve the board expansion and its nominees.
- If the MOF's plan succeeds, the new board could consist of 14 new members, potentially leading to the replacement of the current CEO.
A major corporate power struggle is underway at Thai Airways International (THAI), as the Ministry of Finance (MOF), the airline’s largest shareholder, has exercised its rights to nominate 10 candidates for the Board of Directors (BOD).
The nominations are intended to replace four outgoing members: three whose terms are expiring, and one who must be rotated out under rules set by the Stock Exchange of Thailand.
Sources at THAI have revealed that the MOF's move is tied to a more controversial strategy: expanding the board from its current 11 members to a maximum of 15.
This increase would effectively give the government the power to install a total of eight new directors, immediately tilting the balance of power.
The planned expansion is drawing criticism, as the airline only recently reduced its board size after emerging from a business rehabilitation plan.
During that period, the larger board was reportedly cumbersome and inefficient. Furthermore, the move goes against international norms, where most major airlines operate with around 10 directors.
Controversial AGM Looms
The MOF is reportedly using its shareholder status to force a second Annual General Meeting (AGM) in December to approve the new board appointments.
This plan has been flagged as irregular, given that an AGM is strictly a once-a-year event, and THAI already held its required meeting in April to approve its post-rehabilitation financial statements.
Two key proposals are expected to be put before the current board at a crucial meeting set for 23 October:
Calling the second AGM in December.
Approving the expansion of the board by four members to a total of 15.
Should the board expansion be approved, the MOF’s position as the majority voter means its slate of candidates is almost guaranteed to be appointed.
Sources suggest that if the ministry successfully installs all eight new directors, the new 15-member board would contain 14 newly appointed individuals, leaving CEO Chai Eamsiri as the sole remaining director from the previous regime.
The new board's first order of business could involve reviewing or terminating the CEO's contract, paving the way for further management changes.
THAI has sent letters to other shareholders (those holding 5% or more) inviting their nominations for the four replacement seats, with a deadline of 19 October. However, the MOF’s voting power means their ultimate choice will prevail.
Current THAI Board (11 Members)
The current 11-member board includes:
Directors whose terms are expiring (3 members):
- Piyasvasti Amranand
- Charnsilp Treenuchakorn
- Air Chief Marshal Amnaj Jiramaneemai
Other Current Directors (8 members):
- Lavaron Sangsnit (Current Chairman)
- Dr. Kulaya Tantitemit
- Chakree Bamrungwong
- Pol. Gen. Thatchai Pitaneelaboot
- Napakorn Tanasuwankasem
- Yanyong Dejpiratanamongkol
- Samrit Samniang
- Chai Eamsiri (Chief Executive Officer)
