appointment as Independent Director. These Independent Directors must possess knowledge and skill as well as be independent as per the Capital Market Supervisory Board’s requirements. Additionally, they must hold no more than 0.5% of the Company’s shares (a stricter regulation than the Securities and Exchange Commission’s limit of 1%). The definition of Independent Director Qualification is disclosed in the Company’s Corporate Governance and Business Code of Conduct Handbook and on the Company website. Independent Directors must attend meetings regularly. They are allowed to freely express their opinions during these meetings and, to this end, are entitled to adequate access to company financial and business information. They are also tasked with protecting stakeholders’ interests and preventing conflicts of interest among the Company, its executives, Board of Directors, and major shareholders. Currently, the Company has a total of nine Independent Directors, constituting more than one-third of the Board and exceeding the legal requirement. In addition, this number is in l ine with the Company’s corporate governance principles, which stipulate that more than half of Board members must be Independent Directors. Moreover, the Charter of Independent Directors has been established to clearly outline their duties. Under the Charter recently amended to suit the current situation, the duties and responsibilities of Independent Directors are as follows: Advise and provide recommendations to the Board of Directors on key issues that the Company should act upon or issues that could be beneficial to the Company, its shareholders, and other relevant stakeholders. Ensure the Company’s full compliance with its Anti-Corruption Policy and measures. Va l ue corporate soc i a l and env i ronmenta l responsibility. Seek consultation from external, independent consultants if necessary. The expenses incurred will be borne by the Company. Ensure that the Company operates according to the regulations and requirements relevant to Independent Directors issued by regulatory bodies for listed companies and review the definition of an Independent Director to make sure that it is appropriate and complete according to legal requirements. Review the adequacy of their charter annually and propose recommended amendments, if any, to the Board of Directors for approval. Perform other duties as assigned by the Board of Directors, provided that these duties do not interfere with the independent nature required of Independent Directors. Authorized Directors According to GC’s Articles of Association and Certification of Incorporation from the Department of Business Development of the Ministry of Commerce, as of February 1, 2024, the authorized signatory Directors of GC specifies that: “(1) Mr. Kongkrapan Intarajang, Chief Executive Officer, can sign and affix the Company’s seal on behalf of GC; or (2) two of the following three Directors can jointly sign and affix the Company’s seal on behalf of GC, namely Mr. Cherdchai Boonchoochauy Mr. Chadil Chavanalikikorn, and Mr. Noppadol Pinsupa.” Roles of theChairman and theChief Executive Officer and President The Chairman of the Board of Directors and the Chief Executive Officer and President (CEO) shall not be the same person. Their duties and responsibilities are distinct and separate, as described below: The Chairman of the Board of Directors is an Independent Director whose main role is to ensure that the Board of Directors efficiently performs its duties and in compliance with the Company’s good corporate governance principles and the business code of conduct, being independent from the management. In addition, the Chairman works with CEO to determine meeting agenda but refrains from participate in day-today business management. The Chairman of the Board of Directors will be the chairman of both Board meetings and shareholders’ meetings and is prohibited from serving on any Sub-committee as explicitly prescribed in the scope of responsibilities of the Board of Directors and Sub-committees to ensure a clear and suitable separation of duties as well as independent judgment. The Chief Executive Officer and President is the highest-ranking executive officer whom the Board of Directors chooses and appoints from one of the Directors under the GC’s Articles of Association to oversee the Company under Board-assigned policies and directions in accordance with the scope of authority set forth in GC’s Articles of Association and regulations. The CEO also serves as Secretary to the Board of Directors. Furthermore, GC’s Articles of Association state that the CEO is entitled to compensation and benefits for his role as the highest-ranking executive officer in addition to what he or she receives as a Director. The CEO’s roles, duties, and responsibilities, as well as compensation, are published on the Company website in Thai and English. 156
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