to achieve the objectives and main goals of the organization. The Board serves to oversee the recruitment and selection of directors and senior executives and ensures a transparent and clear process to produce directors with qualifications in line with the given requirements. The Board can rest assured that their structure and operation are conducive to the exercise of discretion in their independent decision making. In this regard, the Company also gives shareholders the opportunity to nominate individuals for election as directors at the annual general meeting of shareholders. In order to fulfill the corporate governance objectives, the Board has appointed four sub-committees, namely the Audit Committee, the Nomination, Remuneration, and Corporate Governance Committee, the Risk Oversight Committee, and the Executive Committee. The details are as follows: 1. Audit Committee A three-member audit committee is formed. All members are independent directors. The committee is responsible for reviewing financial reports, ensuring that the Company has an efficient internal control system and an internal audit in place, and sees to those the Company’s operations are in conformity with relevant law and regulations. In 2021, the Audit Committee held in total 13 scheduled meetings with the management, senior executives from related groups, and auditors. 2. Nomination, Remuneration, and Corporate Governance Committee Nomination, Remuneration, and Corporate Governance Committee comprises 3 directors including 2 independent directors and 1 non-executive director. The main functions are as follows: • Nominate, select, and propose eligible persons to be appointed as directors of the Board, directors of the sub-committees, CEO, and executives in positions from Executive Vice President upwards. Ensure that the committee has an appropriate number and structure as well as qualifications, knowledge and expertise essential for the governance of the Company, and in line with the organizational strategy. • Determine remuneration, review remuneration rates paid to directors, members of the sub-committees, and CEO, and keep the rates within reasonable limit. • Conduct corporate governance, review, propose, and monitor the implementation of good corporate governance policies to be in line with the code of conduct, regulations, and guidelines. Consider the results of the Company’s corporate governance assessment as well as monitor the adequacy of the Company’s disclosure principle in relation to corporate governance and sustainability development In 2021, the Nomination, Remuneration, and Corporate Governance Committee held in total 4 meetings. 3. Risk Oversight Committee The Risk Oversight Committee has 5 directors, including 2 independent director, 1 non-executive director, 1 executive directors and 1 executive in charge of risk management, with an independent chairman. The committee is responsible for proposing the Company’s risk management policy, formulating a risk management strategy in line with the Company’s risk management policy, and reviewing as well as verifying the adequacy of the policy and effectiveness of the overall risk management strategy. In 2021, the Risk Oversight Committee held in total 12 meetings. 4. Executive Committee The Executive Committee comprises 3 directors. The Committee is responsible for managing in accordance with the policy, goals, budgets, and plans as approved by the Board of Directors, and in line with appropriate risk management practices. In 2021, the Board of Directors held in total 12 meetings. 84
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