Board meeting

§ I — Client Perspectives

What boards say about the work.

Observations from directors, chairs, and company secretaries who have completed engagements with Garuda Advisory. Shared with permission; details adjusted to preserve confidentiality.

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12+

YEARS ACTIVE

80+

BOARDS ENGAGED

4.8

AVG. SATISFACTION

92%

RE-ENGAGEMENT RATE

§ II — Client Testimonials

From those who have worked with the practice

"The Governance Review gave us a document we could actually discuss at a board meeting — not a compliance checklist, but a set of real questions about how we work. That was not what I expected, and it turned out to be exactly what the board needed."

WP

Wanchai Pornprasit

CHAIR, FAMILY ENTERPRISE — CHIANG MAI

MARCH 2025

"We engaged Garuda Advisory for the Board Effectiveness Engagement ahead of a rights issue. The framework they produced helped us have a conversation about board roles that we had been quietly avoiding. The independent director onboarding that followed went considerably better as a result."

SC

Supaporn Chaisiri

COMPANY SECRETARY — LISTED COMPANY, BANGKOK

JANUARY 2025

"The Advisory Partnership has been more useful than I anticipated. I had expected a formal quarterly review process; what I got was something closer to a thoughtful adviser who could be called on when a specific governance question came up. That suited my needs as chair considerably better."

AT

Anuwat Thamrongsakul

LEAD DIRECTOR — LOGISTICS FIRM, BANGKOK

FEBRUARY 2025

"I was initially uncertain whether an outside governance review was appropriate for a company of our size. The Garuda team were clear that the engagement would be adapted to our situation — and the memorandum they produced reflected that. It did not read like a document written for a company three times our size."

NR

Nattapong Rojanasoonthorn

MANAGING DIRECTOR — REAL ESTATE, BANGKOK

APRIL 2025

"The Board Effectiveness Engagement was well-paced. The individual conversations were handled with discretion, and the written framework gave us a structure for a board-level discussion that I think we would not have held without external facilitation. Candid, which was what we asked for."

PK

Patchara Kongkiat

INDEPENDENT DIRECTOR — MANUFACTURING, SAMUT PRAKAN

MARCH 2025

"We had a particular challenge with audit committee composition that we needed to think through before our next AGM. The Advisory Partnership gave us exactly the kind of quiet, considered support that the situation required — not a lot of paperwork, just clear thinking from someone who understood our constraints."

TL

Thanaphat Liangsakul

CHAIR — PROFESSIONAL SERVICES FIRM, BANGKOK

JANUARY 2025

§ III — Case Studies

How the engagements have worked in practice

Details have been adjusted to preserve confidentiality. Used with the general agreement of those involved.

CASE STUDY I — GOVERNANCE REVIEW

Family firm approaching a partial divestment

CHALLENGE

A Bangkok-based family firm with a strong operational track record was in initial discussions with a regional private equity group. The prospective investor had raised questions about board independence and documentation practices that the family were uncertain how to address.

APPROACH

A Governance Review was completed over four weeks, covering board composition, the existing documentation framework, and the committee structures that would need to be in place to support a more formal ownership arrangement.

OUTCOME

The written memorandum gave the family a structured basis for their discussions with the investor's advisers. The board used the governance questions it raised to set an agenda for a half-day board session that preceded the formal due diligence process.

CASE STUDY II — BOARD EFFECTIVENESS ENGAGEMENT

Newly constituted board following ownership change

CHALLENGE

Following the sale of a majority stake, the incoming shareholder had appointed two independent directors alongside the three remaining founder-family directors. The board was operating with unclear role boundaries and information flow that was not well-adapted to the new composition.

APPROACH

Individual conversations with each director, observation of two board meetings, and a written framework for discussion — focussing on information architecture, agenda design, and the expectations each director held of the others.

OUTCOME

The board used the effectiveness framework at a dedicated session six weeks after the engagement concluded. The company secretary reported that the quality of pre-meeting materials improved within two board cycles, and that independent directors were notably more engaged in the agenda.

CASE STUDY III — ADVISORY PARTNERSHIP

Chair managing a multi-year governance transition

CHALLENGE

The chair of a mid-market manufacturing group was navigating the retirement of three long-serving family directors over an eighteen-month period, alongside the formation of a new audit committee required by a lender covenant.

APPROACH

A twelve-month Advisory Partnership provided quarterly sessions and written correspondence on specific matters — director search criteria, committee terms of reference, and the induction process for the two new independent directors appointed during the period.

OUTCOME

The chair described the partnership as providing "a place to think through decisions before bringing them to the board." The Advisory Partnership was renewed for a second year to support the new committee's first full operating cycle.

§ IV — Contact

Reach the practice

TELEPHONE

+66 2 725 8136

EMAIL

info@garudaadad

ADDRESS

45 New Phetchaburi Rd, Makkasan, Bangkok 10400

OFFICE HOURS

Mon–Fri, 09:00–17:00 ICT

§ V — Credentials

Professional affiliations and credentials

Thai Institute of Directors — Affiliate Member

Supporting continued engagement with Thai governance standards and director development frameworks.

Asia Corporate Governance Association — Associate

Regional network providing access to comparative governance research and emerging market governance practice.

SEC CG Code Familiarity — Qualified

All practitioners maintain familiarity with the Securities and Exchange Commission of Thailand's Corporate Governance Code and its application to listed and non-listed companies.

Thai Lawyers Council — Registered

Senior practitioners maintain Thai bar registration, supporting awareness of the legal framework governing Thai company boards and directors.

§ VI — Next Step

Consider whether the work may be useful for your board

An initial conversation carries no obligation. It may help clarify whether the timing and circumstances seem appropriate for an engagement.

Request a Conversation