subsidiary company. Not being a significant partner of a partnership or an executive director, employee, staff, or advisor who receives a salary or holds more than one percent of total number of shares with voting rights of any other company which operates business in the same status and in competition with the Company or subsidiary company. 9. Not having any business nor being an Executive Director nor having related benefit that may obstruct the independent opinion. As well, an Independent Director must not have any prohibited characteristic that undermines independence in carrying out the duties in the Company’s operations. Every Independent Director is independent to express opinions without interest in benefit, in terms of assets or working position; from the pressure of any person or any group of people as well as from any circumstances that could affect their opinion expression. The Board of Directors has established a policy of holding a meeting of only the Non-executive Directors (including Independent Directors) at least once a year. The objective is to provide the Non-executive Directors with an opportunity to discuss issues related to meetings and their independent performance of duties, without the participation of the Executive Directors. The issues discussed at the meeting are summarized and submitted to the Board of Directors for consideration as deemed appropriate. A meeting of non-executive Directors was held once in 2020 on 18 December 2020. The meeting discussed the management succession plan and gathered information to be presented to the Board of Directors. Executive Director Any Director who holds an executive position, or any Director who is in charge for any actions deemed to be taken by executive, and including any authorized Director with full signatory authority except for the case where it can be demonstrated that such authorized Director signs on transactions which have been approved by the Board of Directors and jointly with other Directors. Duties, Responsibilities and Approval Authority of the Board of Directors 1. The Board of Directors directs, oversees and monitors the Company’s business operations, ensuring that business affairs are conducted not only in line with the strategies, objectives, articles of association, and resolutions adopted at shareholders’ meetings, as well as the principles of good corporate governance, but also in an honest and trustworthy manner in the best interests of the Company. As well, the business affairs must be conducted in a rational manner, bearing in mind the events which take place and the Company’s various activities which are implemented. 2. The Board of Directors approves or endorses the Company’s missions, strategies, targets, policies, business plans and budgets, in order to achieve sustainability. 3. The Board of Directors approves the Good Corporate Governance Policies, ensuring that the implementation of corporate governance activities of the Company and Thanachart Group’s member companies is appropriate, in line with their respective corporate structure, nature of business and risks. 4. The Board of Directors exercises control over Thanachart Group’s risk governance framework, audit processes, internal control systems, risk management systems as well as operational control and management, ensuring that they are not only put in place but also are appropriate and adequate, taking into account the business environments. As well, the Board of Directors makes arrangements for inculcating in the Company’s personnel with the risk intelligent culture. 5. The Board of Directors oversees and monitors the management’s performance regularly, ensuring that the Company’s conduct of business affairs is in line with the policies, targets and business plans. 160
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