BUSINESS OPERATION AND PERFORMANCE CORPORATE GOVERNANCE FINANCIAL REPORTS AND FINANCIAL STATEMENTS APPENDIX The individual assessment comprises of the following topics: knowledge and expertise, performance of duties, guidelines for Directors, and dedication of time and meeting attendance. The average score of the group assessment is 97%, and the average score of the individual assessment is 95.8%. (4) RISK MANAGEMENT COMMITTEE The group assessment comprises of the following topics: composition and qualifications, roles and responsibilities, and meeting attendance. The individual assessment comprises of the following topics: responsibilities, adherence to business ethics and code of conduct, and dedication of time to duties and self-development. The average score of the group assessment is 98.5%, and the average score of the individual assessment is 97.8%. Meeting Attendance and Remuneration of Individual Directors Board of Directors’ Meeting The date and time of the Meetings of the Board of Directors are fixed in advance for the entire year and the agendas of each meeting are opt to be orderly established. The Meeting of the Board of Directors is fixed to be held on Monday of the fourth week of each month and special Meeting of the Board of Directors may be held as appropriate and necessary. Members of the Board of Directors would received meeting invitation, draft minutes of meeting of the previous meeting and information supplementing agendas of the Meeting for consideration within at least 7 days prior to the date of the Meeting. For conveniency and reduction of paper usage, the Company sent such information to each Director via the D-Join system (i.e., Digital Join Application) with information security system being put in place. In 2021, there were 14 Meetings of the Board of Directors which have been fixed in advance and 2 special Meetings of the Board of Directors, totaling 16 Meetings. The Directors who were engaged in urgent business and could not attend the Meeting would notify the Chairman of the Board of Directors in writing specifying the grounds of such business and the Chairman would inform the Meeting of such matter at the beginning of each Meeting. The Chairman of the Board of Directors would serve as a chairperson of the Meeting and would give opportunities to all Directors to participate in the Meeting and provide their opinions independently. At each Meeting of the Board of Directors, there must be at least two-thirds of the total Directors of the Company attending the Meeting to form a quorum and such quorum would be required throughout the period of the Meeting in order to vote on any matter. The Chairman may allow Directors to attend the Meeting via electronic means whereby the Meeting must be carried out in accordance with the criteria and security standards required for electronic meetings pursuant to the applicable laws and the regulations issued by the competent government authorities. In order to vote in any matter, each Director shall have one vote and a resolution of the Meeting on any matter would require a simple majority of votes. The chairperson of the Meeting shall have a casting vote in case of an equality of votes. In this connection, the Board of Directors placed importance on the management of conflict of interests of the relevant persons so that it be prudent, fair and transparent by disclose such information fully. In the case that any Director had conflict of interests with the matter being considered, such director shall refrain from making decision on that matter. When the Meeting was concluded, the Company Secretary had the duty to prepare minutes of the Meeting and propose it to the next Meeting of the Board of Director for confirmation and the Chairman of the Board of Director will sign to confirm the accuracy of the minutes. The minutes which had been confirmed together with supplement documentations would be maintained in an electronic form in accordance with the Company’s confidentiality level for the ease of reference. Furthermore, in accordance with the corporate governance principles, the Board of Directors had set up meetings of Non-executive Directors for them to be able to provide opinions and guidelines towards the management and business operation of the Company and meetings of Independent Directors for them to be able to exchange opinions, review roles and operation of Independent Directors every year. In 2021, there were one meeting of Non-executive Directors (on July 27, 2021) and one meeting of Independent Directors (on November 22, 2021). These meetings would prepare a summary of the meeting to propose to the Board of Directors for acknowledgment. The number of the Meetings of the Board of Directors, Independent Directors, Non-executive Directors and Sub-committee held in 2021 and Director’s attendance are as set out in the following table. 165
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