Acquisition or disposition of an important asset or any connected transaction as prescribed by laws and the Capital Market Supervisory Board. Sale or transfer of the Company’s entire enterprise or its essential components to other entities. Acquisition or transfer of an enterprise to the Company. Initiation, modification, or termination of all or some key lease contracts of the Company, including the assignment of lease contracts to other individuals or entry into a partnership with another entity to share profits or losses. Making addenda or amendments to the Company’s Memorandum or Articles of Association. Increasing or decreasing the registered capital. Issuance of debentures for sale to the public. Dissolution of the Company or merging it with another company. Announcing annual dividends. Other activities that require approval from the shareholders’ meeting as mandated by law or the Company’s Articles of Association. For the shareholders and investors’ confidence, via the Board of Directors, GC displays and expresses visions and direction of missions through the effective operation strategies. The systems were created to track, measure and supervise the management of the Executives who work independently from the management and are responsible for the results of the performance of their duties under the principles of good corporate governance in the following matters. Conflict of Interest (1) The Board of Directors determines policies and guidelines for considering transactions that involve or may involve in a conflict of interest between shareholders, directors, executives and others, both directly and indirectly. In the case of connected transactions which are under the shareholders’ approvals, they shall be investigated by the Audit Committee to ensure fair, reasonable and beneficial transactions to the shareholders in accordance with the laws and regulations of SEC. (2) The Board of Directors ensures that the given procedures are carefully followed, under the principles of rationality and independence with the transparency of process for transaction approvals, aiming for the best interests of the company in a complete and precise compliance with the regulations of SEC. (3) The stakeholders may not take part in the decisionmaking to consider a transaction access. In every meeting of the Board of Directors, the Chairperson of the Board of Directors must inform the meeting to request for the cooperation among the Company’s directors to follow the policy in considering transactions that may involve in a conflict of interest, by allowing the Company’s Board of Directors to notify the meeting to abstain from voting, giving opinions or leaving the meeting on an agenda related to any of the interests. (4) The Board of Directors accurately supervises the disclosure of transactions that may involve in conflicts of interest in the Form 56-1 One Report. Risk Management (1) The Board of Directors is committed to create added value and sustainability to the business under the principle of good governance. In order to achieve such goal, the Risk Management Committee has been set up at the Board of Directors level, to formulate policies, provide guidelines for the risk management as well as establish an efficient and effective risk management system to manage the crucial risks of the Company to ensure that they remain at acceptable level. (2) The Board of Directors inspects and reviews the operation to ensure compliance with the risk management framework throughout the organization and provides advice on the important risk management. Their duties also include examining the risk management reports and monitoring important risks to ensure adequate and appropriate risk managements. Internal Control and Internal Audit (1) The Board of Directors is concerned of the importance to establish an internal control system to provide reasonable assurance in the efficiency and effectiveness of the operations, as well as reliability of financial reports and compliance with rules, regulations, policies and the anti-corruption principles, by setting up an internal audit function to independently evaluate the internal control system’s adequacy and effectiveness, responding to the risks and report to the Audit Committee and the Board of Directors. (2) The Board of Directors considers the annual reviews regarding the suitability and sufficiency of all five components of the internal control system which includes the Control Environment, the Risk Assessment, the Control Activities, the Information and Communication and the Monitoring Activities, in order to ensure achievement of the Company’s objectives, goals and continual improvements of the internal control system. (3) The Board of Directors provides a formal and transparent system to maintain relationships with external and internal auditors by requiring the 136 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2021
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