Commissionwith respect to the shareholding of no more than 0.5% o f total shares with voting rights of the Company, parent company, subsidiaries and affiliates, major shareholders or persons with controlling power over the Company, including the shareholding of their related persons (while the Notification of the Capital Market Supervisory Board requires only shareholding of no more than 1%). In addition, the Company requires that the Independent Directors may remain in office for no more than nine consecutive years from the date of initial appointment. This requirement is included in the charter of Independent Directors, which has been published on the Company’s website. Nomination and appointment of the Chief Executive Officer and President (CEO): In case of vacancy, the Nomination and Remuneration Committee is responsible for nominating and selecting a candidate for the position from the list of Directors of the Company who possesses necessary and suitable skills, professional experience, and specific qualifications for the business operation in accordance with the Board Skills Matrix, which includes business administration knowledge and capability and experience in relevant fields, such as, energy, petroleum, and petrochemical. Furthermore, the candidate must demonstrate leadership, have experience as a leader of a compan y, and be well-regarded by relevant business organizations. The committee shall also take into account any potential conflicts of interest with GC and other companies in GC Group and propose the candidate to the Meeting of the Board of Directors for consideration and appointment. Details of the nomination and appointment of Directors, Independent Directors, and Chief Executive Officer and President can be found under “Nomination, Development, and Performance Assessment of the Board of Directors.” Remuneration of the Board and Executives The Board of Directors: Details of the remuneration of the Board of Directors can be found under “Meeting Attendance and Remuneration of Individual Board Members.” Executives: Details of remuneration of the Executives can be found under “Executives.” Development of Directors and Executives The Board of Directors places great importance on seminar attendance as a way to enhance Directors’ knowledge and competence and enable them to discharge their duties more effectively as well as to prepare Executives for internal rotations and for succession to the Chief Executive Officer and President position and a role in the top management. The Board of Directors has also prescribed the potential assessment of top Executives to enhance their preparedness for Executive-level duties. Key development initiatives can be summarized under “Development of Directors, Executives, and Company Secretary.” Assessment of Directors’ Performance The Board of Directors has prescribed annual Board performance assessments to enable Directors to review their performance and review problems and obstacles during the year. Three types of performance assessment are performed, namely group assessment, self-assessment, and cross-assessment (assessing another Director). Furthermore, Board KPIs have established according to the CG Code and Dow Jones Sustainability Index (DJSI) comprising four aspects, which are Corporate KPIs, the Board performance group assessment results, Directors’ meeting attendance, and Directors’ engagement during Board meetings. Additionally, group assessment and self-assessment have been prescribed for the Company’s sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee, and the Risk Management Committee. The assessment results and suggestions are subsequently presented to the Board of Directors and used to develop guidel ines for optimizing the Board’s performance in a tangible way. The assessment results are also disclosed in Form 56-1 One Repor t and used by the Nominat ion and Remuneration Committee as a factor in the determination of The Board of directors annual remuneration. Further detai ls are provided under “Nomination, Development, and Performance Assessment of the Board of Directors. Governance of GC Group The Company grows in the petrochemical and chemical industry and engages in investment and joint venture expansion in various countries both by itself and through its subsidiaries, joint ventures, affiliates and others, as detailed under “Business Operation and Performance.” The Board of Directors has approved the implementation of governance guidelines and management which are in line with GC Business Principle, as described in detail under “Governance of Subsidiaries and Affiliates. 135 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2023
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