2.8 Report of Corporate Governance Key Performance in 2021 Nomination, Development, and Performance Appraisal of the Board of Directors The Company’s Board of Directors In 2021, the company had 9 Directors consisting of 3 Executive Directors and 6 Non-executive Directors, 4 of whom possessed the qualifications of Independent Directors. In this connection, each Director had knowledge, a wide range of skills and abilities as well as experience and capability in the businesses which the Company operated or was involved with. In order that the Board of Directors could perform their duties efficiently, the Company had structured the composition of the Board, in compliance with the Notification of the Capital Market Supervisory Board No. TorJor 39/2559 dated 30 September 2016 Re: Application for Approval and Granting of Approval for Offering of Newly Issued Shares. In addition, the Company disclosed its policy on the composition of the Board of Directors whose qualifications were diverse. As well, the profile and the tenure of each Director was already disclosed in the 56-1 One Report and the website of the Company. 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 2021 on 16 December 2021. The meeting discussed the qualifications of Independent Directors, the nomination of staff in the management, who had knowledge and expertise in technology, as well as the succession plan to replace high level executives at the Company as well as its subsidiaries and associated companies. Procedures in Appointing the Company’s Board of Directors The Nomination, Remuneration, and Corporate Governance Committee shall nominate and screen persons whose qualifications are appropriate for carrying out the duties of the Company’s Board of Directors and each Committee, taking into consideration the composition of the various Committees in line with the laws and the principles of the good corporate governance. The names of candidates shall be submitted to the Board of Directors for consideration and appointment as members of each committee. In this connection, one of the appointed members shall serve as the chairperson. As regards Independent Directors, the qualifications of Independent Directors will be considered in line with the requirement guidelines given by the Board of Directors, which are more stringent than those imposed by the regulators concerned. In particular, the tenure of Independent Directors will not exceed nine years. On the other hand, an exception is made for the Independent Directors who are competent and have carried out their duties in an independent manner throughout the past tenure. They could be appointed to serve as Independent Directors for more than nine years. In this connection, Independent Directors have no business relationship with or do not have any professional services to the Company and member companies of the Group. The Company has not specified the maximum number of Directors. However, according to the Company’s Articles of Association, the minimum number of Directors shall be five. The Company has already established the Nomination, Remuneration, and Corporate Governance Committee which is responsible for selecting and proposing candidates with proper qualifications to the Company’s directorships. There are two cases that the Directors can be appointed which are: 1) Appointment of Directors to replace those retiring which needs a resolution from the shareholders’ meeting and 2) Appointment of Directors to fill the positions which becomes vacant in the interim period. In case 2, the Board 178
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