Making addenda or amendments to the Company’s Memorandum or Articles of Association. Increasing or decreasing the registered capital. Issuance of debentures for sale to the public. Dissolution of the Company or merging it with another company. Announcing annual dividends. Other activities that require approval from the shareholders’ meeting as mandated by laws or the Company’s Articles of Association. This is to assure shareholders and investors that GC, by means of the Board of Directors, has defined its vision, missions, directions, and strategies as well as established effective systems for the monitoring, assessment, and supervision of the management of the Executives, and that the Board of Directors is independent from the Management and is accountable to the outcome of their performance in accordance with good corporate governance principles in the following matters: Transactions Involving Potential Conflicts of Interest (1) The Board of Directors shall establish policies and guidelines for reviewing transactions that involve or may involve a conflict of interest between shareholders, Directors, Executives, and other persons, both directly and indirectly. Related-party transactions under the approval authority of shareholders must be reviewed by the Audit Committee to ensure their fairness, rationality, and benefits to the shareholders as well as their compliance with laws and SEC’s regulations. (2) The Board of Directors ensures that the defined procedure is followed with due care on the basis of rationality and independence and that the transaction approval process is transparent and takes into account the best and full interests of the Company in compliance with SEC’s regulations. (3) Stakeholders may not take part in the approval of such transactions. In every meeting of the Board of Directors, the Chairman of the Board of Directors shall request for the cooperation of the Company’s Directors in following the policy on reviewing transactions that may involve a conflict of interest, whereby the Directors inform the meeting of their stake in order to abstain from voting or giving opinions or to leave the meeting while the agenda item related to them or involving their stake is being considered. (4) The Board of Directors ensures the accurate and complete disclosure of all transactions that may involve conflicts of interest in Form 56-1 One Report. Risk Management (1) The Board of Directors strives to create added value and sustainability for the business in accordance with the principles of good corporate governance. To this end, the Risk Management Committee has been appointed to formulate risk management pol icies and ensure that the Company’s risk management system and process enable the effective achievement of its objectives and comply with relevant laws and standards to minimize potential impacts on the Company’s business operations in a suitable manner. (2) The Board of Directors inspects and reviews the operation to ensure compliance with the corporate r isk management framework throughout the organization as well as monitors and provides recommendations on the management of key risks. The Board’s duties also include reviewing risk management reports to ensure appropriate and adequate risk management. Internal Control and Internal Audit (1) The Board of Directors values the significance of internal and has thus established an internal control system to provide assurance in the efficiency and effectiveness of the Company’s operations as well as the reliability of its financial reports and compliance with relevant laws, rules, regulations, and anticorruption principles. The Board of Directors has also established an internal audit policy to serve as operational guidance for the Board itself, Executives, and all employees across GC Group as well as appointed an internal audit unit, which evaluates the adequacy and effectiveness of the Company’s internal control system in response to risks independently and reports its findings to the Audit Committee and the Board of Directors. (2) The Board of Directors reviews the adequacy of the five components of the Company’s internal control system in accordance with the COSO Standard, namely Control Environment, Risk Assessment, Control Activities, the Information and Communication, and Monitoring Activities, on a yearly basis in order to ensure the achievement of the Company’s objectives and goals and the continual improvement of the internal control system. (3) The Board of Directors puts in place a formal and transparent system to maintain relationships with external and internal auditors. The Audit Committee is tasked with supporting their performance of duties in accordance wi th the Board of Di rectors’ responsibilities in adequately evaluate the operations of GC and other companies in GC Group as well as 154
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