Page 143 - Tata Steel One Report 2024-Eng-Ebook HY

Business Operation and Performance Driving Business Towards Sustainability
Corporate Governance Policy Financial Statements Attachments
• Opinion on accuracy, completeness, and credibility of the Company’s financial reports.
• OpiniononadequacyoftheCompany’sinternal control system.
• OpiniononcompliancewiththeSecuritiesand Exchange laws, Securities exchange regulations and other laws related to Company’s business.
• Opiniononappropriatenessoftheauditprocess.
• Opinionontransactionsthatmayinduceconflict of interest.
• NumberoftheAudit&RiskReviewCommittee meetings and attendances of each Committee member.
• OpinionoroverallremarkperceivedbytheAudit & Risk Review Committee upon carrying out their duty according to the Charter.
• Other transactions that should be noted by shareholders and general investors, under the scope of duties and responsibilities delegated to by the Board of Directors.
10. Consider, select, nominate or remove an independent person to be the Company’s auditor, and to propose such person’s remuneration, as well as to attend a meeting with the auditor and without the presence of the management at least once a year.
11. Appoint, revoke, transfer or terminate the Head of the Internal Audit Office (if any) or employ or change the employment terms of other members of the Internal Audit Offices.
12. Consider budget and manpower of the Internal Audit Office (if any) or employment budget of Internal Audit Offices.
13. Other functions as specified by laws or as delegated to by the Board of Directors.
The Corporate Governance, Nomination & Remuneration Committee
Name
Position
Number of Meetings (During financial year 2024-25)
Attendance
1.
Mr. Taratorn
Premsoontorn (a)
Chairperson
4
4 (b)
2.
Mr. Ashish
Anupam
Member
4
4 (c)
3.
Ms. Anuttara
Panpothong (a)
Member
4
3 (b)
Remark: (a) Independent Director
(b) Attended two meetings through electronic media (c) Attended four meetings through electronic media
Scope of authority of the Corporate Governance, Nomination & Remuneration Committee
1. To examine, review, and propose to the Board of Directors guidelines for corporate governance of the Company.
2. To advise the Board of Directors and the management in line with the Company’s established corporate governance principles.
3. To present to the Board of Directors, norms and principles, as well as nominees for filling board vacancies as a result of directors’ term completion or other cases. To join the Board, the nominees must obtain approval from the shareholders’ Meeting.
4. To nominate prospective President & CEO to the Board of Directors for approval.
5. To facilitate directors in evaluating performance of the Board of Directors collectively and summarize the evaluation result to the Board of Directors so as to enhance the Board’s supervision effectiveness.
6. To review and recommend remuneration for the Board of Directors and other board appointed Committees and propose to the Board of Directors and shareholders’ meeting for approval.
7. To review and recommend remuneration (including Salary increase and Bonus) for the President & CEO, Senior Management of the Company and propose to the Board of Directors for approval.
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