Page 114 - PSTC - One Report 2023 (EN)

8. Report on Key Corporate Governance Performance
8.1 Summary of the Board of Directors’ Performance in the Past Year
The Company schedules meetings of the Board of Directors an entire year in advance for no less than 6 times per year to consider the main agenda set each year. However, if there is an important agenda item, the Chairman of the Board of Directors will also call a meeting for that important agenda item, which will be no less advance notice than the period prescribed by law.
Over the past year, the Board of Directors has held a total of 12 meetings and considered the following important matters:
Review the vision, mission and business plan.
Review the corporate projects to be in line with the Company’s business operations. Review corporate governance and sustainability management policy.
Review the Board of Directors Charter, and the Charter of the Management Committee. Prepare a self-assessment form for the Board of Directors and sub-committees.
8.1.1 Recruitment, Development and Evaluation of the Board of Directors’ Performance
Policies and Guidelines Relating to the Board of Directors
Nomination and Appointment of directors and Senior Executives
The Board of Directors has appointed a Nomination and Remuneration Committee to undertake the task of
recruiting and selecting directors and senior executives of the Company. The process is transparent and well defined to ensure the appointment of directors who possess the qualifications aligning with the criteria set by the Board. The Committee will consider criteria and methods for selecting individuals who have the appropriate knowledge and expertise, taking into account their background before proposing their names for appointment as directors and/or senior executives prior to making recommendations to the Board of Directors and/or convening a shareholders’ meeting to appoint such individuals. This is carried out in accordance with the relevant articles of association, Company’s regulations, applicable laws, and the corporate governance policies of the Company. To protect the rights of minority shareholders, the Company will provide an opportunity for shareholders to vote for the election of individual directors. Nominees for director positions will be presented individually for shareholder voting during the Company’s shareholder meetings. Each nominee must receive favorable votes exceeding half of the total votes cast by the attending shareholders who have the right to vote.
Criteria and Procedures for Recruiting Directors and Senior Executives
The Nomination and Remuneration Committee is responsible for recruiting qualified persons (according to the Board of Directors’ Charter and the authorization manual) by considering the names in the database of professional directors at the Thai Institute of Directors Association (IOD), as well as using the table of knowledge and specialization of the Board of Directors (Board Skill Matrix). The Board Skill Matrix is the information for the recruitment of directors. and invites the Board of Directors to propose a list of names. Once all the listings have been obtained, The Nomination and Remuneration Committee reviews the minimum qualifications as stipulated in the Corporate Governance Policy,
Annual Report 2023 (Form 56-1 ONE REPORT)
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