BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX complying with the Corporate Governance Policy, Anti-Corruption Policy, Corporate Governance and Business Code of Conduct Handbook of the GC Group. They also promote good corporate governance culture, attend to the stakeholders and promote practices and business operation which take into account human rights, consumer rights and fair labor practices. In addition, they shall put in place the auditing, monitoring, assessing and revision systems in order to ensure that all employees adhere to and follow the Corporate Governance Policy fully and enduringly. Details of corporate governance performance can be found under “Ensuring Compliance with Corporate Governance Policy and Practices.” POLICY AND PRACTICES FOR THE BOARD OF DIRECTORS (1) BOARD OF DIRECTORS The Board of Directors shall be appointed by the Annual General Meeting of Shareholders. All Directors shall be qualified and possess no prohibited characteristics stipulated by relevant laws and regulations. A board diversity policy has also been established as part of the Director nomination and selection process to ensure a suitable and diverse board composition in line with the Corporate Governance and Business Code of Conduct Handbook. Under this policy, the nomination takes into consideration the range of knowledge, competency, and expertise in various fields beneficial to the Company according to the Board Ski l ls Matrix, such as engineering, industry, economics and finance, business administration, accounting, law, national security, sustainability, and information technology, and take into account gender diversity without discrimination on the grounds of ethnicity, nationality, skin color, race, or religion, in order to achieve a diverse range of expertise and perspectives necessary for GC’s business strategies. The Board of Directors comprises of 15 members, consisting of one Executive Director and 14 non-Executive Directors. Among these, eight (8) are Independent Directors, which is considered suitable for the size and type of business of the Company and allows for an effective delegation of duties. The duties and responsibilities of Directors are clearly defined based on laws, requirements, GC’s Articles of Association, resolutions of shareholder meetings, and good corporate governance principles. The Chairman is responsible for overseeing the operation of the Board of Directors to ensure effectiveness and independence from the Management. Further details appear under “Key Information on the Board of Directors”. (2) SUB-COMMITTEES The Board of Directors has appointed four Sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee and the Risk Management Committee, each consisting of members with the expertise and knowledge required to oversee specific issues that each is tasked with according to the GC articles of association. The charter of each Sub-committee prescribes its members’ desired qualifications, terms of office, and scope of duties and responsibilities. Each Sub-committee regularly reports its performance to the Board of Directors at Board meetings and disclose its annual performance in the past year to regulatory agencies, shareholders, the general public in the Form 56-1 One Report on a yearly basis. (3) NOMINATION AND APPOINTMENT OF DIRECTORS, INDEPENDENT DIRECTORS, AND CHIEF EXECUTIVE OFFICER The Board of Directors has appointed and entrusted the Nomination and Remuneration Committee with the authority to search for and select qualified candidates suitable to take position as the Company’s Director to replace resigning Directors or Directors due to retire by rotation in accordance with the Company’s fair and transparent nomination criteria and procedures, as well as to search for and select candidates for the Chief Executive Officer and President position by considering the Directors who are qualified and suitable for the position and propose the name of such candidates to the Meeting of the Board of Directors and/or the General Meeting of Shareholders for consideration and approval. Such candidates shall have all qualifications and do not hold any of the prohibited characteristics as stipulated by the applicable laws and regulations, including the Public Limited Company Act B.E. 2535 (1992), the Securities and Exchange Act B.E. 2535 (1992), the Organic Act on Counter Corruption B.E. 2561 (2018), Notifications of the Capital Market Supervisory Board, Notifications of the Bank of Thailand, SEC’s CG Code, rules and regulations of the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), articles of association of the Company and our Corporate Governance and Business Code of Conduct Handbook, and the independence and conflicts of interest of the Directors shall be also be taken into consideration in all aspect. Every Director shall perform their duties with responsibleness, considering the duty of care and duty of loyalty. In addition, the Nomination and Remuneration Committee may consider candidates from a list and director’s pool of creditable organizations, such as, the State Enterprise Policy Office (SEPO), and list of chartered directors of the Thai Institute of Directors (IOD) which has compiled a list of knowledgeable and 117
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