The Ministry of Finance (MOF), the largest shareholder of Thai Airways, is fueling a power struggle by nominating 10 candidates to join the airline’s Board of Directors. These nominations are part of a contentious plan to increase the board size from 11 to 15 members, which would enable the MOF to appoint eight new directors and gain greater control over the company.
To implement this change, the MOF is pushing for a second Annual General Meeting (AGM) in December—an event that is considered irregular, as Thai Airways typically holds just one AGM annually. This second meeting aims to approve the expansion and the new board nominations. If successful, the new 15-member board could consist of up to 14 newly appointed directors, potentially sidelining current leadership, including CEO Chai Eamsiri.
The MOF’s move involves replacing four outgoing members—three whose terms are up and one who must be rotated out per stock exchange rules. However, insiders suggest the real motive is to significantly strengthen the government’s influence within the airline’s governance.
Critics highlight concerns over this expansion, noting that Thai Airways recently downsized its board after emerging from a business restructuring process, citing inefficiencies associated with a larger leadership team. Most international airlines operate with fewer directors—around 10—making Thai Airways’ proposed increase appear unconventional.
Key Board Meeting on October 23
A crucial board meeting scheduled for October 23 will consider two key proposals:
- Authorizing the second AGM in December
- Increasing the board from 11 to 15 members
Given the MOF’s majority voting power, approval of these proposals would virtually guarantee the appointment of its chosen candidates. Should the entire slate of eight nominees be installed, only CEO Chai Eamsiri would remain from the existing leadership, with the vast majority of the new board being appointees aligned with the MOF.
The new board’s first order of business could involve reviewing or terminating the CEO’s contract, opening the door for further leadership changes.
Shareholder Nominations
THAI has reached out to shareholders holding at least 5% of shares to nominate candidates for the four available director seats, with a deadline of October 19. Nonetheless, the MOF’s voting dominance is likely to determine the final composition of the board.
Current Board Composition
The current 11-member board includes:
- Directors whose terms are ending (3 members): Piyasvasti Amranand, Charnsilp Treenuchakorn, Air Chief Marshal Amnaj Jiramaneemai
- Active Directors (8 members): Lavaron Sangsnit (Chairman), Dr. Kulaya Tantitemit, Chakree Bamrungwong, Pol. Gen. Thatchai Pitaneelaboot, Napakorn Tanasuwankasem, Yanyong Dejpiratanamongkol, Samrit Samniang, and CEO Chai Eamsiri
The unfolding events represent a significant power shift at Thai Airways, with the possibility of substantial leadership changes depending on the outcome of upcoming votes.