Page 147 - Tata Steel One Report 2024-Eng-Ebook HY

Business Operation and Performance Driving Business Towards Sustainability
Corporate Governance Policy Financial Statements Attachments
Company Secretary
The Company has appointed a Company Secretary since 2003. The Company Secretary has to carry out the duty with responsibility, precaution and faithfulness. Ms. Somjai Jarukitcharoon is the Company Secretary. She has knowledge and experience of carrying out the functions of Company Secretary as well as completed the courses related to Company Secretary matter i.e. Company Secretary Program, Effective Minutes Taking, Fundamental Practice for Company Secretary.
Company Secretary has the following duties and responsibilities:
1. Organizeandfacilitateboardandboardcommittee meetings
2. Organizeandfacilitatetheannualgeneralmeetingof shareholders, record and publish the related minutes.
3. File documents and related records as required under various regulations issued by the Securities and Exchange Commission Thailand, the Stock Exchange of Thailand and Ministry of Commerce, Thailand.
4. MonitorandensurethattheBoardandtheCompany are in compliance with all related laws and regulations.
5. Handle corporate governance issues and provide advice on these to the Board.
6. Assist shareholders, directors and members of management with any board-related matters.
7. Followuponallresolutionspassedandinstructions given by the Board and shareholders’ meetings.
Remuneration of the Board of Directors and Executives
The Company has set a policy and guideline on remuneration of Director and Executives so that competent Directors and Executives can be retained.
The Corporate Governance, Nomination & Remuneration Committee proposes the remuneration of the Board of Directors and Committees by considering the duties, responsibilities, overall performances and Company’s operating result to shareholders for approval. The remuneration is appropriate when compared within the same industry. As per the policy of the Company, the Executives who are nominated as a Director on the Board of the subsidiary are not paid any remuneration for such position they hold.
The Board of Directors, by acknowledgement of the Corporate Governance, Nomination & Remuneration Committee, considers the duties, responsibilities, individual performance and Company’s operating result in both short and long terms while deciding on the remuneration for the President & CEO and Executives of the Company and its subsidiary. The agreed baseline remuneration is decided to create motivation in company’s administration and implementation to achieve objectives and sustainable growth.
Total Remuneration of the Board of Directors
There are two types of remuneration for the Directors. The fixed remuneration is paid every quarter and a meeting allowance, which is paid after each meeting to the Directors attending the meeting.
In case of the retiring or incoming Directors, the remuneration is paid pro-rata by calculating for the actual days in office during that quarter.
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