Page 144 - Anual report STi 2022_eng

8. Report on Key Corporate Governance Performance

8.1 Performance Summary of Directors in the Past Year

The Board of Directors realizes the importance of conducting business on the basis of transparency in accordance
with good corporate governance principles and responsibility toward stakeholders, society, and environment. We therefore
adhere to good governance principles for sustainable long-term returns to all stakeholders. The Board of Directors has
worked together with the Executive Committee and top executives for reviewing policies, directions, business strategies
to be current and in line with long-term business directions by taking a changing business environment into account for
the sustainable development of the organization. The Board of Directors has approved the policy, business plan, and
annual budget, reviewed the appropriateness of the internal control system and risk management as well as supervising
the management division to communicate plans, goals, business strategies of the Company to employees and report the
results to the Executive Committee on a monthly basis and to the Board of Directors on a quarterly basis. In addition, the
Board of Directors has reviewed and improved the corporate governance policy, business ethics, and policies to comply with
laws and good corporate governance criteria to promote business operations of the Company Group in accordance with the

long-term sustainable development guidelines.

8.1.1 Recruiting, Developing and Evaluating knowledge, experience, and expertise that matches the

Performance of the Board business of the Company and ability to devote sufficient time
Nomination of Directors to perform duties.
(1) Independent Directors Sources of Nomination
Criteria for selecting independent directors is in The Nomination and Remuneration Committee shall

accordance with Section 6.1.1 Policies and Guidelines recruit qualified persons to be directors of the Company from
Regarding the Board of Directors and Guidelines for the various sources as follows:
Nomination of Directors and Top Executives. 1. Proposals or recommendations from the Board of
(2) Nomination of Directors and Top Executives Directors
According to the articles of association, persons 2. External consulting firms
to be appointed as directors of the Company must be fully 3. The right of minor shareholders of the Company to
qualified according to Section 68 of the Public Limited nominate directors
Companies Act B.E. 2535, the Securities and Exchange Act 4. Director pool database of the Thai Institute of
B.E. 2535, and the Company's articles of association, including Directors Association

having no prohibited characteristics to be appointed as a Re-Appointment of Directors Whose Terms Have
company director as required by laws. Details of recruiting Expired
and appointing directors are as follows: The Nomination and Remuneration Committee shall
Criteria and Process for Nomination and Appointment consider the ability to hold directorships in accordance with

of Directors relevant criteria as well as considering the performance of
In the event that a director of the Company becomes each director in the past from the performance assessment
vacant, the Nomination and Remuneration Committee form, number of attendance, meeting participation, and
is responsible for recruiting new directors. There are the participation in various activities of the board in order to
transparent recruitment process and criteria, considering summarize opinions and present them to the Board of
features, work experience, and knowledge along with Directors' meeting, before proposing to the shareholders'
considering the diversity in the structure of the Board of meeting to consider and approve the re-appointment of the

Directors, including vision, leadership, independence, retired directors to serve as directors again.

142 Annual Report 2022 (56-1 One Report)