CORPORATE GOVERNANCE REPORT SUMMARY OF THE BOARD OF DIRECTOR’S PERFORMANCE Nomination, Development, and Performance Assessment of the Board of Directors (1) Nomination of Directors and Chief Executive Officers and President The Nomination and Remuneration Committee, consisting of three Directors, as prescribed in its Charter, is responsible for searching for and selecting candidates with the required qualifications and do not hold any of the prohibited characteristics as stipulated by the applicable laws and regulations in accordance with the the Board of Directors nomination and appointment criteria and procedure and propose candidates for Directors, Sub-committee, Chief Executive Offier and President to the Meeting of the Board of Directors and/or the General Meeting of Shareholders (details of criteria, procedures and practices for nomination and appointment of Directors, Independent Directors and Executives are as set out in “Policies and Practices in relation to the Board of Directors”). In 2021, the Nomination and Remuneration Committee has performed its duty in nominating and appointing of Directors, Independent Directors and Sub-committee, as follows: The nomination and appointment of Director to replace the Director retired by rotation. In the 2021 Annual General Meeting of Shareholders held on April 5, 2021, there were 5 directors retired from office by rotation, i.e., Mr. Piyasvasti Amranand, Prof. Somkit Lertpaithoon, Mr . Pakorn Ni l pr apun t , L i eu t enan t Gene r a l Nithi Chungcharoen and Mr. Disathat Panyarachun. The Company has given opportunity to shareholders to nominate qualified candidates for an election as Directors in advance of the meeting from September 16, 2020 to December 31, 2020. At the end of such period, no shareholder had proposed any candidate to the Company for the election. In this connection, the Nomination and Remuneration Committee, excluding those Directors who had conflict of interest, had searched for and selected suitable and qualified candidates in accordance with the Director Nomination and Appointment Criteria and Procedures and deemed it appropriate to propose all of the retiring Directors for be appointed as Directors for another term. In this regard, the Meeting of the Board of Directors and the Annual General Meeting of Shareholders had resolved to approve the appointment of Directors in accordance with the proposal of the Nomination and Remuneration Committee. The provisions in articles of association of the Company relating to the holding and voting of the General Meeting of Shareholders stipulates that the voting by shareholders for the election of Directors shall be done by way of use of ballots whereby each shareholder cast all their votes to each of the nominated persons consecutively for the election process to be in line with the corporate governance principles. The nomination and appointment of Director to replace the Director in cases other than retiring by rotation. In 2021, three Directors had resigned from office, being, Mr. Wittawat Svasti-Xuto, Mrs. Orawadee Potisaro and Mr. Prapas Kong-ied. In order to ensure the continuity of the performance of duties of the Board of Directors in accordance with its obligations and responsibilities, the Nomination and Remuneration Committee had searched for and selected suitable and qualified candidates in accordance with the Director Nomination and Appointment Criteria and Procedures by considering the qualifications in accordance with the applicable law and regulations, the Company’s articles of association and corporate governance principles of the Company, as well as their knowledge, proficiency and the Board Skills Matrix, and considering the list of chartered directors of the Thai Institute of Directors (IOD), and had proposed candidates for appointment as Director to replace the resigned Directors, namely, Mr. Noppadol Pinsupa, M.L. Peekthong Thongyai and Mrs. Pantip Sripimol. In this regard, the Meeting of the Board of Director had resolved to approve the appointment of Directors in according to the proposal of the Nomination and Remuneration Committee. The nomination and appointment of members of Sub-Committees. In 2021, the Nomination and Remuneration Committee had searched for and selected Directors of the Company who are suitable and qualified in accordance with the Sub-committee Nomination and Appointment Criteria which include the charter of each Sub-committee for proposing the candidates to the Meeting of the Board of Directors for consideration and appointment as members of the Audit Committee, the 162 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2021
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