Page 123 - PSTC - One Report 2023 (EN)

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Power Solution Technologies Public Company Limited
8.1.2 Assessment of the Chief Executive Officer
In accordance with the Company’s good governance policy, the Chief Executive Officer’s performance is regularly assessed at least once a year by using the company’s assessment form modified from the example of the Stock Exchange of Thailand, so the Chief Executive Officer can use the form for self-assessment or assessment of the Board of Directors to reflect the performance of the Chief Executive Officer in accordance with set goals.
Meeting Attendance
The Board of Directors is required to hold meetings more than six times per year, with a set schedule of six regular meetings annually. This predetermined frequency is considered appropriate, facilitating the Board’s effective oversight of various matters. The Board may invite management or relevant individuals to attend meetings and provide information in the relevant areas. Furthermore, the Board adheres to the Company’s policy on meetings as outlined in the Company’s Code of Conduct. Invitations to the meetings are sent to the directors for consideration at least 7 days in advance unless urgency requires expedited communication to safeguard the rights or interests of the Company.
During each meeting, a clear agenda is set, accompanied by comprehensive meeting documents, which are provided to the Board of Directors in advance. This allows the members ample time to study the information before participating in the meeting. In the Company’s board meetings, every director is encouraged to openly discuss and express their opinions. Non-executive directors convene separately at least once a year to address and deliberate on various management-related issues of interest. The outcomes of these meetings are reported to the Executive Chairman for awareness.
Additionally, during Company board meetings, senior executives are invited to join the meetings to provide relevant details directly related to the agenda. A minimum number of executives must be present at the time of the board’s decision-making, constituting at least half of the total board members.
The Company is committed to ensuring that the Board of Directors receives sufficient, comprehensive, and timely information before each meeting. To facilitate this, the Company allows the Board of Directors to independently contact the Company Secretary. The Company Secretary is responsible for providing advice to the Board of Directors regarding compliance with various laws and regulations.
In 2023, the Board of Directors held a total of 12 meetings. The results of the duties were regularly reported to the Board of Directors, while the statistics on attendance at each Board of Directors’ meeting were disclosed accordingly (Schedule of Attendance at Board of Directors’ Meetings 2023)
Quorum of the Board of Directors
1. At the board meetings, more than half of all the directors must be present in order to be a quorum. The directors must express their opinions and exercise their discretion independently.
2. The quorum for Board meetings shall be as stipulated in the Company’s regulations. Resolutions on important agenda items should have the presence of at least two-thirds of the total number of Board members.
3. Directors should attend meetings, constituting at least 75 percent of the total number of Board meetings held during the fiscal year.
4. Directors who have a conflict of interest must not be present at the meeting when the agenda related to their conflict is under consideration.