B.E. 2561 (2018), Notifications of the Capital Market Supervisory Board, Notifications of the Bank of Thailand, CG Code, rules and regulations of the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), GC’s articles of association and 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 with due circumspection. Every Di rector shal l per form thei r dut ies wi th accountability, upholding the duty of care and the duty of loyalty. In addition, the Nomination and Remuneration Committee may consider candidates from the directors’ pool of GC and directors’ pool of creditable organizations, such as that of the State Enterprise Policy Office (SEPO) and the list of directors of the Thai Institute of Directors Association (IOD), which compile a list of knowledgeable and competent persons wi th diverse areas of specialization beneficial to the strategic direction and business approaches of the Company. The committee shall also take into consideration the Board diversity, including the proportion of female Directors (gender diversity), the diversity of ethnicity and nationality, and Independent Directors. The diversity of skills of the existing Directors, including knowledge, skills, expertise, experience, and specialization that will benefit the Company and correspond with its strategic direction and business approaches according to the Board Skills Matrix of the Company, in order to ensure that the Board composition is diverse, suitable, and in line with the Board Diversity Policy and that the Board of Directors can effectively responds to GC’s existing and future strategic directions and goals, as detailed below. Nomination and appointment of Directors to replace Directors retiring by rotation: The Company gives opportunities for shareholders to nominate qualified persons for directorship of the Company in advance of the Annual General Meeting of Shareholders every year. The Nomination and Remuneration Committee is responsible for nominating and selecting qualified candidates in accordance with the Director nomination and appointment criteria and procedures and proposing the candidates to the Meeting of the Board of Directors for consideration and approval before proposing the list of such candidates to the General Meeting of Shareholders for consideration and approval. The approval of the General Meeting of Shareholders shall be by a majority of votes of shareholders who attend the meeting and are entitled to vote. In compliance with the corporate governance principles, the shareholders shall vote on each candidate on an individual basis. In the case of the nomination of former directors for re-appointment, the performance in the previous years, the ability to dedicate time to their duties, and their participation of each such candidate shall be taken into consideration. Nomination and appointment of Directors to fill vacancies in cases other than retiring by rotation: In accordance with the articles of association of the Company, the Nomination and Remuneration Committee is responsible for nominating and selecting qualified candidates according to the Director nomination and appointment criteria and procedures and proposing such candidates to the Meeting of the Board of Directors for consideration to be appointed as Director to fill a vacancy, except in the case that the remaining term of the vacant seat is less than two months, in which case The Director who is appointed to the seat shall remain in office for the remaining term. The approval for such appointment shall be by at least three quarters of the votes of the number of the remaining Directors. Nominat ion and appointment of members of Sub-committees: The Nomination and Remuneration Committee is responsible for nominating and selecting qualified Directors of the Company in accordance with the sub-committee nomination and appointment criteria and procedures, which include the charter of each Sub-Committee, and for proposing the candidates to the Meeting of the Board of Directors for consideration for appointment as members of the Sub-committee. A sub-committee member shall hold office for three years per term. The approval for such appointment shall be by a majority of votes of the Meeting of Board of Directors. A sub-committee member retiring by rotation may be re-appointed for another term by the Board of Directors. In case of vacancy other than by rotation, the replacing sub-committee member shall remain in office for the remaining period of the one that has been replaced. Consideration of qual ifications of Independent Directors: The performance of Independent Director’s duties is a key mechanism in the oversight of the Company’s business operations to ensure that the decisions of the Board of Directors will prioritize the interests of shareholders as a whole and comply with corporate governance principles. To this end, the qualifications of Independent Directors have been specified in the Corporate Governance and Business Code of Conduct Handbook and on the Company’s website. The qualifications of Independent Directors established by the Company are more stringent than those prescribed by the Notification of the Capital Market Supervisory Board No. TorJor. 39/2559 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares by the Securities Exchange 134
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