Corporate Governance Report Summary of the Board of Director’s Performance for the Year 2023 Nomination, Development, and Performance Assessment of the Board of Directors Nomination and appointment of Directors, Independent Directors, and the Chief Executive officer and President (CEO) The Nomination and Remuneration Committee, consisting of three Independent Directors, as prescribed in its Charter, is responsible for nominating and selecting qualified candidates with no prohibited characteristics as stipulated by applicable laws and regulations in accordance with the Director nomination and appointment criteria and procedure and proposing the list of candidates to the Meeting of the Board of Directors and/or the General Meeting of Shareholders (details of the criteria, procedures, and guidelines for the nominat ion and appointment of Di rectors, Independent Directors, and the Chief Executive Officer and President appear under “Policy and Practices for the Board of Directors”). In 2023, the Nomination and Remuneration Committee performed its duties in nominating and appointing Directors, Independent Directors, and Sub-committee as detailed below: Nomination and appointment of Directors to replace Directors retiring by rotation: At the 2023 Annual General Meeting of Shareholders, held on April 7, 2023, five Directors were due to retire by rotation, namely Mr. Grisada Boonrach, Mrs. Pantip Sripimol, Mr. Chadil Chavanalikikorn, Mr. Cherdchai Boonchoochauy, and Mr. Sarawut Kaewtathip. Shareholders were given an opportunity to nominate qualified candidates for the vacant positions prior to the AGM from September 15 to December 31, 2022. However, there were no submissions of candidates from shareholders. The Nomination and Remuneration Committee, excluding members with a conflict of interest, thus nominated and selected qualified candidates in accordance with the Director nomination and appointment criteria and procedure and resolved to nominate Mr. Patchara Anuntasilpa to replace the Director retiring by rotation and nominate, Mr. Grisada Boonrach, Mr. Chadil Chavanalikikorn, Mr. Cherdchai Boonchoochauy, and Mr. Sarawut Kaewtathip to be re-elected as Directors for another term. The Board of Directors and the AGM resolved to approve the appointment of these candidates as Directors as instructed by the Nomination and Remuneration Committee. The provisions in GC’s Articles of Association regarding shareholders’ meet ings and vot ing state that shareholders shall cast all of their votes on their voting cards to vote one nominee for directorship at a time in order to ensure alignment with corporate governance principles. Nomination and appointment of Directors to fill vacancies in cases other than retiring by rotation: Five Directors resigned/vacated office during the year, namely M.L. Chayotid Kridakon, Mr. Piyasvasti Amranand, Mr. Apisak Tantivorawong, Mrs. Watanan Petersik, and Mr. Sarawut Kaewtathip. To ensure the Board’s uninterrupted discharge of duties according to the roles and responsibi l i t ies assigned, the Nomination and Remuneration Committee nominated and selected qualified candidates in accordance with the Director nomination and appointment criteria and procedure, taking into consideration qualifications in compliance with applicable laws, regulations, GC’s articles of association and corporate governance principles, as well as the candidates’ knowledge and expertise and the Board Skills Matrix. The Committee also considered its own Director Pool as well as those of reliable external agencies, such as the State Enterprise Policy Office (SEPO) and the Thai Institute of Directors Association ( IOD). The Committee nominated candidates to replace Directors who had resigned, namely Mr. Surachai Achalaboon, Police 184
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