BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX REPORT OF THE CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE Dear Shareholders, In 2022, the Corporate Governance and Sustainability Committee comprised of its Chairman, Professor Somkit Lertpaithoon and its Committee members, namely Lieutenant General Nithi Chungcharoen, Mrs. Watanan Petersik, Mr. Chansin Treenuchagron, and Mr. Noppadol Pinsupa. The Committee performed its duties as stipulated by the Corporate Governance and Sustainability Committee Charter and executed tasks as assigned by the Board of Directors. The Committee held a total of five meetings. A summary of its activities is provided below. 1. Ensuring Compliance with Requirements, Laws, Rules, Regulations, and Best Practices Overseeing and monitoring GC’s corporate governance to ensure compliance with international standards and criteria set forth by domestic regulatory agencies. Overseeing the preparation of the 2021 Annual General Meeting of Shareholders (AGM) and Extraordinary General Meeting (EGM) No. 1/2021 during the COVID-19 pandemic to ensure compliance with announcements, orders, and measures issued by the government, applicable laws, corporate governance principles, and best practices. To this end, GC received a perfect assessment score of 100 on the 2021 AGM checklist, with a rating of Excellence, from the Thai Investors Association (TIA). Setting guidelines for establishing criteria providing opportunity for shareholders to propose the meeting agenda and nominate any person for election as Director of the Company in advance of the 2022 Annual General Meeting of Shareholders. Supervising the Company’s disclosures to ensure complete details in accordance with the criteria stipulated by the regulators, i.e., the 56-1 One Report, report on integrated sustainability and on the Company’s website. As a result, in 2021 GC continued to receive the “Excellent” rating on the Corporate Governance Report of the Thai Listed Companies (CGR) of Thai Institute of Directors Association (IOD). Monitoring and giving advice on receiving corporate governance operation assessment result from regulators both in Thailand and overseas, i.e. ASEAN Corporate Governance Scorecard, Corporate Governance Report of Thai Listed Companies (CGR) of the IOD, and AGM Checklist. Reviewing the appropriateness of the adoption of the Corporate Governance Code for Listed Companies 2017 (CG Code), providing comments and suggestions to the Board of Directors to improve and develop their performance of duties in accordance with the business situation and context, and disclosing relevant information in Form 56-1 One Report. Supporting the Company to become CAC Change Agent to expand transparent business network to cover suppliers and monitoring the progress of becoming a member of CAC. Overseeing the operation of GC and its subsidiaries to ensure corporate compliance. The Corporate Governance and Sustainability Committee supported the establishment of Compliance Universe, a compilation of relevant laws that process owners could use to inform the impact and likelihood compliance risk assessment. Overseeing complaint handling through the Whistleblower channel to ensure compliance with the Whistleblower Policy, monitoring complaints filed through other channels with respect to shareholders and investors, the environment, communities, and customers through quarterly reports, and encouraging other companies in GC Group to establish their own whistleblower system. 191
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