Governance Policy, Anti-Corruption Policy, Corporate Governance and Business Code of Conduct Handbook of GC Group. They also promote good corporate governance culture, attend to the stakeholders, and promote practices and business operations which take into account human rights, consumer rights, and fair labor practices. In addition, they shall put in place the auditing, monitoring, assessment, and revision systems in order to ensure that all employees adhere to and follow the Corporate Governance Policy fully and sustainably. Details of the corporate governance performance can be found under “Ensure Compliance with Corporate Governance policy and practices”. Policy and Practices for the Board of Directors Board of Directors The Board of Directors shall be appointed by the Annual General Meeting of Shareholders, elected directors to replace those retiring by rotation on a yearly basis. All Directors shall be qualified and possess no prohibited characteristics stipulated by relevant laws and regulations. A board diversity policy has also been established as part of the Director nomination and selection process to ensure a suitable and diverse board composition in line with the Corporate Governance and Business Code of Conduct Handbook. Under this policy, the nomination takes into consideration the range of knowledge, competency, and expertise in various fields beneficial to the Company according to the Board Skills Matrix in alignment with the stratetgic direction and business approaches, such as engineering, energy, material, petrochemical and chemical, economics and finance, business administration, accounting, law, security, sustainability, information technology, and international business, and takes into account the diversity of gender, ethnicity, and nationality as well as the suitable proportion of independent director in accordance with good corporate governance pr inciples, wi thout discrimination on the grounds of ethnicity, nationality, skin color, race, or religion, in order to achieve a diverse range of expertise and perspectives necessary for and beneficial to GC’s business operations. The current Board of Directors consists of fifteen members, consisting of one executive Director and fourteen non-executive Directors. Among these, nine are Independent Directors, which is considered suitable for the size and nature of the Company’s business and its strategic direction and allows for an effective delegation of duties. Board duties and responsibilities are clearly defined in compliance with applicable laws, regulations and articles of association, shareholder resolutions, and good corporate governance principles. The Chairman of the Board oversees its discharge of duties to ensure efficiency and independence from the management. Further details appear under "The Board of Directors”. Sub-committees The Board of Directors has appointed four Sub-committees, namely the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee, and the Risk Management Committee, helps in screening the operation in different aspects as assigned as well as specifies the qualifications, term of office, and scope of duties according to the charter of each specific committee. The Directors of the sub-committees are qualified for their knowledge and capability with appropriate and adequate experience sufficient to perform in the sub-committee for each specific field according to the stipulation of the relevant laws, rules, regulations, and the Company’s Articles of Association. Each sub-committee regularly reports its performance to the Board of Directors at Board meetings and disclose its annual performance in the past year to regulatory agencies, shareholders, and the general public in Form 56-1 One Report on a yearly basis. Nomination and Appointment of Directors, Independent Directors, and Chief Executive Officer and President The Board of Directors has appointed and entrusted the Nomination and Remuneration Committee with the authority to nominate and select qualified candidates to take directorship to replace resigning Directors or Directors due to retire by rotation in accordance with the Company’s fair and transparent nomination criteria and procedures, as well as to nominate and select candidates for the Chief Executive Officer and President position from a list of qualified Directors and propose such candidates to the Meeting of the Board of Directors and/or the General Meeting of Shareholders for consideration and approval. Such candidates shall have all qualifications and shall not hold any of the prohibited characteristics as stipulated by the applicable laws and regulations, including the Public Limited Company Act B.E. 2535 (1992), the Securities and Exchange Act B.E. 2535 (1992), the Organic Act on Counter Corruption 133 PTT GLOBAL CHEMICAL PUBLIC COMPANY LIMITED Form 56-1 One Report 2023
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