of Directors can approve of the Director appointment with exception to the case that directorship has less than two months tenure. As regards Independent Directors, their election must comply with the requirements imposed by the SET and the Capital Market Supervisory Board. In electing the Company’s Director at the shareholders’ meeting, every shareholder has equitable rights to vote. In the past, the Company has never had Director representing its major shareholders. The rules and procedures of Director’s election at the shareholders’ meeting are as follows: 1. One share represents one vote. 2. Vote casting can be conducted individually or in terms of a group of individuals or by any other procedures as deemed appropriate by the shareholders. However, in each resolution, all shareholders must cast all votes they have in 1. They cannot split their votes. In practice in the past, shareholders cast their votes for each individual Director. 3. The resolutions are adopted by a majority vote. In the case when the votes are equal, the ultimate decision is upon the Chairman of the meeting. Development of Directors and Executives It is the Company’s policy to encourage and make arrangements for the Directors, executives, company secretary, and personnel supporting the work of the corporate secretary as well as the staff concerned with the Company’s corporate governance, to participate in various training courses and seminars. The objective is to enhance their knowledge in various areas relating to their roles and responsibilities in line with the good principles of corporate governance. As a result, the Members of the Board of Directors, members of committees, and executives will be able to carry out their duties more efficiently. In this connection, the company secretary is responsible for checking available training courses and seminars, and regularly providing the Directors and executives in advance with information on the training courses and seminars organized by the IOD, the SET, the SEC, as well as other leading training institutions. Furthermore, Thanachart Group organizes training courses and seminars, providing knowledge in various areas related to Thanachart Group’s business as well as knowledge in effective business development and business conduct to Directors and executive on a continuous basis. In 2021, the Director who participated in training activities or seminars was as follows: Dr. Thanachart Numnonda • Director Leadership Certification Program (DLCP), Class 2/2021 by the IOD. • Successful Formulation and Execution of Strategy (SFE), Class 36/2021 by the IOD. In this connection, the training records of the courses attended in relation to the roles, responsibilities and skills of Directors and executives are disclosed in this 56-1 One Report. Performance Appraisal of the Board of Directors and High-Level Executives The Company makes an arrangement for performance appraisal of the Board of Directors and the sub-committee on an annual basis. The objective is to help the Board of Directors and Standing Committees consider and review their performance, various issues and obstacles in the past year. Another objective is to assess whether the performance of the duties of the Board of Directors and the sub-committees is appropriate in line with the scope of their duties and responsibilities. The assessment results will be used for improvements aimed at enhancing the efficiency of the Board of Directors and the sub-committee. The related details are as follows: Performance Appraisal of the Board of Directors 1. Appraisal Guidelines The Nomination, Remuneration, and Corporate Governance Committee will determine the performance appraisal forms for the Board of Directors, both as a group and as an individual. 179 56-1 One Report / Annual Report 2021 Thanachart Capital Publ ic Company Limited
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