Page 80 - PSTC - One Report 2023 (EN)

Annual Report 2023 (Form 56-1 ONE REPORT)
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6.1.1 Overview of Governance Policies and Guidelines
The Board of Directors adheres to the good governance principles in business operations for sustainable long term growth and supports transparency to build confidence among shareholders, investors or all stakeholders and creates benefits and good business performance for the organization with sustainability. Therefore, the organization revised the Corporate Governance Policy using the Corporate Governance Code for Listed Companies 2017 of the Securities and Exchange Commission in order to provide guidelines and promote a culture of good corporate governance and the Company’s group for sustainable business operations along with reflecting the Company’s clear intention and commitment to create maximum benefit for all shareholders, investors and stakeholders under factors and changes with coverage of good governance principles.
The company has appointed a Nomination and Remuneration Committee to oversee the process of defining criteria and selection procedures for nominating and appointing individuals to hold positions as board members, subcommittee members, including CEO, CFO, and other C-level executives of the company and equivalents. This process is conducted transparently, ensuring fairness and reasonableness in accordance with good corporate governance policies to instill confidence and trust among stakeholders.
1) PoliciesandGuidelinesConcerningtheBoardofDirectors
1.1 CompositionandQualificationsoftheBoardofDirectorsandDirectorAppointments
The Board of Directors consists of directors with diverse qualifications in the fields of skill, experience, competence and specific characteristics including genders and ages necessary for achieving the organization’s main objectives and goals in order to ensure that the overall Board of Directors will have suitable qualifications. In addition, at least one director on the Board of Directors is a non-executive director with experience in the main business or industry of the Company’s business. The ratio between executive directors and non-executive directors reflects appropriate balance of authority.
1.2 DirectorIndependence
The Board of Directors is able to express opinions and vote in the business where the Board of Directors has decision-making authority and duties independently without falling under pressure from duties or holding stakes in that matter.
1.3 DirectorRoles,DutiesandApprovalAuthority
The Board of Directors is responsible for performing duties and is truly independent from the management for the ultimate benefit of the Company and shareholders overall with clear separation of duties and responsibilities between the Board of Directors and the management. The Board of Directors will specify policies and govern to ensure that the Company’s work systems follow policies, laws, objectives, company regulations and meeting resolutions with responsibility, caution and honesty.
1.4 RolesandDutiesoftheChairmanoftheBoard
Call meetings of the Board of Directors, be the chairman of Board of Directors’ meetings and Shareholders’ Meetings along with playing a role in specifying meeting agendas with the Chief Executive Officer.
Hold meetings of the Board of Directors according to the agenda, company regulations and laws while supporting and allowing every director to express opinions independently.
Support and encourage the Board of Directors to perform duties to the fullest of their ability within the scope of authority, duties and responsibilities in good governance principles.