BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX Corporate Governance and Sustainability Committee, the Nomination and Remuneration Committee and the Risk Management Committee. In this regard, the Meeting of the Board of Directors had resolved to approve the appointment of members of the Sub-committee in accordance with the proposal of the Nomination and Remuneration Committee. Consideration of qualifications of the Independent Directors. In 2021, the Company had 8 Independent Directors out of a total of 15 Directors which is more than the ratio prescribed by the Notification of the Capital Market Supervisory Board (pursuant to which requires that listed companies shall have at least one independent director per three directors but shall not have less than three independent directors). All of the Independent Directors hold all qualifications of Independent Directors of the Company in accordance with the Independent Director Charter and the Notification of the Capital Market Supervisory Board. They can independently give opinions in accordance with the applicable rules and corporate governance principles. (2) Development of Directors, Executives, and Company Secretary Development and Training for Directors GC has put in place a process to support the consistent development of its Directors. In 2021, the Company carried out the following activities: Orientation for new Directors: Newly appointed Directors must attend the Board Orientation, which includes a presentation on GC’s nature of business, business data and practices, applicable rules and regulations, corporate governance principles and the business code of conduct, and useful information for the position. Additionally, the Company prepares handbooks and other documents required to perform the Directorial roles, namely the strategic plan, the Company’s Articles of Association, Memorandum of Association, annual report, related rules and regulations, and the Corporate Governance and Business Code of Conduct Handbook. GC encouraged Directors to participate in the following programs/seminars required for their duties: Director Program/Institute 1. Professor Somkit Lertpaithoon Director Accreditation Program (DAP) Class 181/2021 Thai Institute of Directors Association (IOD) Corporate Governance for Executive (CGE) Class 17/2021 Thai Institute of Directors Association (IOD) 2. Mr. Chansin Treenuchagron Driving Company Success with IT Governance Class 18/2021 Thai Institute of Directors Association (IOD) GC held a lecture for the Board ent i t led “Decarbonization Pathway to Net Zero,” led by Boston Consulting Group (BCG) to report on the current working progress of the Company to tackle climate change and various technologies that will take part in supporting the operation of the Company towards net zero goal, e.g., hydrogen technology, carbon capture for utilization and storage (CCUS) technology, etc., as well as stipulating long-term business operation strategy of the Company. GC held activities to promote corporate governance on responsibility towards society and environment especially during the COVID-19 pandemic which affect the community, economic condition and national environment. The Board of Directors, on behalf of the Company, had been providing GC Greater Care Bags to government organization and local communities, and participated in coral reef restoration and releasing aquatic animals in order to expand the safe zone for coral reef and enhance conservation of aquatic animals to maintain good condition of the environment within important tourism area of the country. Development and Training for Executives and Company Secretary GC encourages its Executives and the Company Secretary to pursue further education and participate in training programs to acquire knowledge beneficial to their duties as well as their roles in supporting GC and the Board of Directors, including: GC held trainings by the Thai Institute of Directors (IOD) for Executives for Deputy Managing Director and above and Executives who held director position in the subsidiaries within GC Group covering 3 topics, as follows: Topic 1: Director’s Legal Liabilities, taught by Mr. Warathorn Wongsawangsiri, a partner and authorized director of Herbert Smith Freehills (Thailand) Company Limited, aims to create understanding on roles and obligations of director and management under corporate governance principles and liabilities under applicable laws relating to director’s obligations through case studies of incidents affiliating with law enforcement and corporate governance principles’ implementation. 163