Page 67 - One report AUCT2024_Eng

Part 2
Corporate Governance
Currently, the Company’s Board of Directors consists of 11 directors, four of which are independent directors, in proportion to one-third of the total number of directors, who shall bring balance to the vote on any cases in compliance with the regulations of SEC and SET. The Company also appointed 4 sub- committees which are Audit committee, Nomination and Remuneration committee, Risk Management Committee and Execueive Committee to operate on the specific cases and preliminary review before proposed to the Board of Directors for approval or acknowledgement within the charter.
Independence of the Board of Directors from the management
The Company has segregated the roles and responsibilities of the Board of Directors and the Executives. The Board of Directors identifies the policy and supervises the Executives to perform according to the policy while the Executives administrate the Company in all functions to operate according to the policy. So the Chairman of the Board and Chief Executive Offeicer shall not be the same person. Both of them have to be selected and agreed by the Nomination and Remuneration Committee and approval by the Board of Directors as the most qualified candidates.
The Chairman will perform duty as the chairman of the Board of Directors’ meeting, encourage all directors to express their opinion in the meeting and supervise for effective arrangement of the Board of Directors’ meeting and the shareholders’ meeting.
The Chief Executive Officer will perform duty and manage the works in accordance with objectives, regulations, policies, rules, requirements, orders and resolutions of the meetings of the Board of Directors, the Executive Board, and the shareholders’ meeting of the Company, as well as prepare business policy, work plan, target, budget and other management works within the Company.
Board self-assessment
The Board of Directors sets the self-evaluation for the directors once a year which focuses on the performance based on the good corporate governance. The Board of Directors will review the result of director’s performance for further improvement and development.
The assessment of the entire Board of Directors’ performance is divided into 6 main topics in accordance with the guidelines of the Stock Exchange of Thailand. They consist of:
1. The structure and qualifications of the Board of Directors
2. The roles, duties and responsibilities of the Board of Directors 3. Board meetings
4. The duties of the directors
5. The relationship with the management
6. The self-development and executive development
บริษัท สหการประมูล จากัด (มหาชน)
67
Union Auction Public Company Limited