BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX AUTHORITYANDRESPONSIBILITIES OF THE BOARD OF DIRECTORS The Board of Directors governs the Company’s operations and ensures strict compliance with applicable laws, GC’s objectives and Articles of Association, and shareholder resolutions, as well as good corporate governance principles and the Code of Best Practices of Directors of Listed Companies set forth by SET. All Directors possess the knowledge and capability needed to perform their duties for the benefit of the Company and its shareholders. The Board’s authority and responsibilities are summarized below: 1) Discharge its duties and oversee the Company’s operations to ensure strict compliance with applicable laws, GC’s objectives and Articles of Association, and shareholder resolutions, as well as good corporate governance principles and the Code of Best Practices of Directors of Listed Companies set forth by SET. 2) Dedicate time and attention to establishing the Company’s vision, mission, directions, and strategies as well as freely express opinions and seek useful information to determine the direction of the Company. 3) Review and approve key strategies, policies, objectives, financial goals, and corporate plans, as well as supervise and monitor the management’s implementation of the Company’s strategic plans in compliance with the defined directions and strategies to ensure that the management is able to achieve the Company’s vision, directions and strategies with efficiency. 4) Establ ish Corporate Governance Pol icy and Business Code of Conduct, which appropriately outline principles and good practices for the Board, the management, and staff members, and cultivate responsibility awareness in all employees to promote an understanding of and strict compliance with these principles and guidelines, in addition to the Company’s rules and regulations, to assure all stakeholders of fairness. 5) Exercise approval authority on various matters beyond the authority granted to the Chief Executive Officer and President in the Company’s provision, such matters include GC Group’s budget, investment, project implementation, as well as key contract entry, the appointment of Directors to replace those resigning during the year or to Sub-committee, naming of authorized Directors, and the appointment of the dates for the annual general meeting of shareholders and interim dividend payment. 6) Ensure that the corporate accounting system, financial reporting and auditing are credible, supervise the assessment of internal control’s adequacy, and ensure that internal audits are performed efficiently and effectively. 7) Consider all relevant risk factors and devise comprehensive risk management guidelines, ensure that the Company’s Executives are equipped with an efficient risk management system or process to mitigate risks as well as to explore business opportunities that may arise from these risks, and ensure that adequate and effective internal control is in place. 8) Monitor and manage all conflicts of interest as well as all connected transactions that may arise and value key transactions to maximize the benefit of shareholders and other stakeholders. 9) Provide appropriate channels of communication to each group of shareholders and ensure that the disclosure of information is accurate, clear, transparent, reliable, and of the highest standard. 10) Regularly conduct assessments and reviews of its own performance and the Chief Executive Officer and President. 11) Provide a suitable compensation system or mechanism for the Company’s Executives in relation to the performance of the Company to induce short-term and long-term motivation. 12) Act as leaders and ethical role models in line with the Company’s Corporate Governance Policy. 13) Assess performance adherence to the Company’s Corporate Governance Policy and Business Code of Conduct at least once a year. 14) Provide an appropriate, transparent, and fair nomination system for all key managerial positions. Top executives, from Executive Vice Presidents to the Chief Executive Officer and President, are appointed by the Board’s majority votes. 15) Report to the Company any conflict of interest that its members or their affiliates may have with the management of the Company or its subsidiaries. 16) Attend every Board meeting, as well as every shareholders’ meeting. If, under any circumstance, attendance is impossible, the Chairman of the Board must be notified in writing. 17) Value corporate social and envi ronmental responsibility and promote a better quality of life for Thai people sustainably, starting with improving the standard of living of communities around the Company’s plants to foster an environment where its plants and these communities co-exist in a sustainable manner. 18) Provide support to all anti-fraud initiatives for the purpose of progress and sustainable growth. Moreover, the Board of Directors must obtain permission from the shareholders’ meeting before acting on the following issues: 135
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