Page 129 - Tata Steel One Report 2024-Eng-Ebook HY

Business Operation and Performance Driving Business Towards Sustainability
Corporate Governance Policy Financial Statements Attachments
for senior executives to review, improve, and develop the Company’s risk management, internal control, and audit systems in line with diversified circumstances, while being able to oversee and develop corporate governance principles to align with internationally accepted standards.
Authority of the Board of Directors
1. Approve annual business plan, annual investment plan, mid-term or long-term plan
2. Approve short/long term loan from banks/financial institutions, placing collateral as loan guarantee, signing on approved loan agreement or cancellation of loan term loan
3. Approve open/close bank accounts
4. Approve to use/change to accounting principle, or update/change to schedule of depreciation rate
5. Approve financial statements and allocation of accumulated profit
6. Approve purchase, sell, exchange, mortgage, sale with right of redemption, lease, rent, or let of land and buildings which the book value is not be over than 50 million Baht
7. Approvesellingtangibleandotherassets(excluding land)
8. Approvemattersrelatingtochangesinorganizational structure, HR planning, nomination and recruitment of senior executives and budgeting for annual raises and bonus
9. Approve joint-venture, stock investment
10. Approve matters submitted to AGM
11. Board may not approve or decide on the following issues unless acknowledged by the majority of the attending Directors in the meeting of the Company or Subsidiary:
11.1 AnyloanexceedingBaht50millionandnotin the Group’s annual budget.
11.2 Granting loans, collaterals, indemnifications, guarantees, letters of support or commitments to any persons and not in the Group’s annual budget.
11.3 Any investments exceeding Baht 50 million and not in the Group’s annual budget.
11.4 Sales, transfers, rent out or permissions related to any properties or assets with the book value exceeding Baht 50 million and not in the group’s annual budget.
11.5 Approvals or amendments of the Group’s annual budget.
11.6 Any transactions with connected parties not in the course of normal business operation.
11.7 Any change of the accounting policy, approval of the annual consolidated financial statements, annual separate financial statements and quarterly group financial statements.
11.8 Any changes related to the Group’s business operation or termination of any business operation.
Duties of Chairman of the Board of Directors
The primary function of the Chairman of the Board of Directors is to lead and manage the Board. The Chairman is responsible for the implementations of the Board decisions and act as a direct liaison between the Board of Directors and the Management through the President & CEO of the Company. Also, the Chairman is expected to disseminate the Board’s resolutions to all parties involved, ensuring that all requirements are implemented in the most productive and appropriate way.
With different responsibilities between the Chairman as a policy leader and the President & CEO as a leader of corporate management, the Company has determined to separate the roles and responsibilities between the Chairman and the President & CEO clearly. Accordingly, the Chairman would remain independent of the management and be involved in no business benefit or relationship that may possibly hinder his independent discretion.
Significant roles and responsibilities of the Chairman are as follows:
1. GuidingtheBoardtoensureitseffectivefunctioning.
2. ProvidingthePresident&CEOwithindependentadvice.
3. Consulting with the President & CEO, and Company Secretary to propose meeting agendas.
4. Encouraging all members of the Board of Directors
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