to perform their duties for the benefit of the Company and its shareholders. The Board’s authority and responsibilities are summarized below: 1) Discharge its duties and oversee the Company’s operat ions to ensure strict compl iance wi th applicable laws, GC’s objectives and Articles of Association, and shareholder resolutions, as well as good corporate governance principles and the Code of Best Practices of Directors of Listed Companies set forth by SET. 2) Dedicate its time and attention to establishing the Company’s vision, mission, directions, and strategies as well as freely express opinions and seek useful information to determine the direction of the Company. 3) Review and approve key strategies and policies as well as objectives, financial goals, and corporate plans, as wel l as supervise and monitor the management’s implementation of the Company’s strategic plans in compliance with the defined directions and strategies to ensure that the management is able to achieve the Company’s vision, directions and strategies with efficiency. 4) Establ ish Corporate Governance Pol icy and Business Code of Conduct, which appropriately outline principles and good practices for the Board, the management, and staff members, and cultivate responsibility awareness in all employees to promote an understanding of and strict compliance with these principles and guidel ines, in addition to the Company’s rules and regulations, to assure all stakeholders of fairness. 5) Exercise approval authority on various matters beyond the authority granted to the Chief Executive Officer and President in the Company’s provision, namely GC Group’s budget, investment, project implementation, as well as key contract entry, the appointment of Directors to replace those resigning during the year or to Sub-committee, naming of authorized Directors, and the appointment of the dates for the annual general meeting of shareholders and interim dividend payment. 6) Ensure that the corporate accounting system, financial reporting and auditing are credible, supervise the assessment of internal control’s adequacy, and ensure that internal audits are performed efficiently and effectively. 7) Consider all relevant risk factors and devise comprehensive risk management guidelines, ensure that the Company’s Executives are equipped with an efficient risk management system or process to mitigate risks as well as to explore business opportunities that may arise from these risks, and ensure that adequate and effective internal control is in place. 8) Monitor and manage all conflicts of interest as well as all connected transactions that may arise and value key transactions to maximize the benefit of shareholders and other stakeholders. 9) Provide appropriate channels of communication to each group of shareholders and ensure that the disclosure of information is accurate, clear, transparent, reliable, and of the highest standard. 10) Regularly conduct assessments and reviews of its own performance and that of the Chief Executive Officer and President. 11) Provide a sui table compensat ion system or mechanism for the Company’s Executives relative to the performance of the Company to induce shortterm and long-term motivation. 12) Act as leaders and role models in line with the Company’s Corporate Governance Policy. 13) Assess corporate adherence to the Company’s Corporate Governance Policy and Business Code of Conduct at least once a year. 14) Provide an appropriate, transparent, and fair nomination system for all key managerial positions. Top executives, from Executive Vice Presidents to the Chief Executive Officer and President, are appointed by the Board’s majority votes. 15) Report to the Company any conflict of interest that its members or their affiliates may have with the management of the Company or its subsidiaries. 16) Attend every Board meeting, as well as every shareholders’ meeting. If, under any circumstance, attendance is impossible, the Chairman of the Board must be notified in writing. 17) Va lue corporate soci a l and env i ronmenta l responsibility and promote a better quality of life for Thai people sustainably, starting with improving the standard of living of communities around the Company’s plants to foster an environment where its plants and these communities co-exist in a sustainable manner. 18) Provide support to all anti-fraud initiatives for the purpose of progress and sustainable growth. Moreover, the Board of Directors must obtain permission from the shareholders’ meeting before acting on the following issues: 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. 153 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2023
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