Sustainability Performance Economic Dimension 1. Good Corporate Governance Good corporate governance in accordance with international standards increases the competitiveness of the business and makes Thanachart Group’s member companies better accepted at home and abroad. This is one of the key factors in achieving business goals and increasing the economic value of Thanachart Group’s member companies, as well as ensuring confidence in all stakeholders. This also reflects the positive public image of Thanachart Group’s member companies and makes them globally accepted. The Board of Directors has therefore formulated a good corporate governance policy and a written code of conduct manual, both of which are to be considered as an operation framework for the Group personnel. Thanachart Group’s member companies are required to apply such guidelines to match the nature of their business by adhering to morality, integrity, and practices in conformity with relevant laws. A review of the good corporate governance policy and the code of conduct manual is required at least once a year. The Board of Directors is responsible for regulating and monitoring the Company’s business operations in accordance with its strategies, objectives, goals, regulations, resolution of the shareholders’ meeting, and good corporate governance principle. In addition, the Board shall also regulate to ensure that Thanachart Group has a sound risk governance framework, adequate audit process, internal control system, risk management, and managerial regulation in line with current and future business situation. This is intended to facilitate the Group’s operation in successfully implementing its policies, goals and business plans as well as meeting the expectation of all stakeholders. Corporate Governance Structure Board of Directors Audit Committee Nomination, Remuneration, and Corporate Governance Committee Risk Oversight Committee Executive Committee In 2021, the Company had 9 directors: 3 executive directors and 6 non-executive directors (among them, 4 are independent directors, and 3 are female directors) Each has a wide range of knowledge and abilities, including those applicable to the business operation of the Company and also to related businesses. As a result, the performance of the Company directors is efficient. After all, the Chairman is not the same person as the Chief Executive Officer in order to clearly distinguish the duty of the policymaking and governance from that of day-to-day management. In 2021, a total of 13 Board meetings was held. The Board of Directors is responsible for supervising and monitoring the Company’s business operations in accordance with its strategies, objectives, goals, regulations, resolutions of the shareholders’ meeting, and Good Corporate Governance Principles. The Board also defines and reviews the structure of the Board of Directors in terms of size, organization, the appropriate proportion of independent directors within the Board. The Board ensures that the Board comprises a wide range of qualified directors in terms of skill, experience, competence, specific characteristics as well as gender and age essential 56-1 One Report / Annual Report 2021 Thanachart Capital Publ ic Company Limited 83
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