Page 115 - Tata Steel One Report 2024-Eng-Ebook HY

Business Operation and Performance Driving Business Towards Sustainability
Corporate Governance Policy Financial Statements Attachments
Corporate Governance
Corporate Governance Policy
The Company is committed to conduct business with conscience to all groups of stakeholders as reflected in its compliance with the principles of good corporate governance as recommended by the Stock Exchange of Thailand, notifications of the Office of the Securities and Exchange Commission, provisions of laws, and other regulations. The Company also aims at developing its business in accordance with or exceeding existing regulatory requirements, in line with the corporate governance directives of fairness and transparency for improvement of its practices to the international standard.
Accordingly, in addition to strictly conducting business transactions with the highest level of work ethics as established in the Tata Code of Conduct (“TCoC”), the Company has documented policy and principles of good corporate governance in the Company’s “Corporate Governance Manual” since 2005. The same is reviewed regularly and updated to reflect the changes in the economic and business landscape. The contents include the principles and practices, responsibilities of the Company’s Directors and Committees, shareholders’ rights and equitable treatment of shareholders, the role of stakeholders, internal controls and risk management.
Furthermore, the Board of Directors has considered the implementation of Corporate Governance Code (CG Code) of the Securities and Exchange Commission to be appropriately deployed in the context of the Company’s business. The Company has reported CG Code compliance and other practices related to good corporate governance, as detailed on the Page 119-132.
Committees
(1) Structure of Committees
Currently the Board of Directors consists of eight members appropriate to the size of the Company, three of whom are Independent Directors as specified in the SEC and Company’s regulation. The Company’s Directors are knowledgeable and have extensive experience in the areas of law, accounting, finance, human resource management and steel business. In order to balance the authorities & responsibilities for conducting the business, the Company has defined that the Chairman, as the policy leader, and the President & CEO, as the leader of the business operation, will not be the same individual.
In addition, the Board of Directors has appointed four Committees to perform specific functions and propose to the Board of Directors for consideration and/or acknowledgement. These are the ‘Audit & Risk Review Committee’, ‘Executive Committee’, ‘Corporate Governance, Nomination & Remuneration Committee’ and ‘Corporate Social Responsibility & Sustainability Committee’. These committees deliberate at regular intervals and submit their recommendations to the Board for further consideration.
List of the members of each Committee and scope of authority appear under “Organization Structure”.
Selection of the Directors and Executives
The Company follows a matrix of the desired capability/ expertise mix of the Directors in the Board.
56-1 One Report 2024-25 113