Page 79 - One report AUCT2024_Eng

Part 2
Corporate Governance
employees during the orientation session. In 2024, the Company arranged business ethics training to all employees (100%) to refresh their knowledge on business ethics. In addition, during the previous year, there was no case where the employee violated business ethics was found at all.
Material changes and developments regarding corporate governance system in the preceding year
The Board of Directors specified that the policies must be reviewed at least once a year for efficient operations and in conformity with the governance principles as follows:
1. In November and December 2024, the policies which have been reviewed by the Board of Directors included business ethics, corporate governance policy, charter of the Board of Directors and charters of all sub-committees, as well as the vision, mission and core values of the Company. The directors can take this opportunity to review various policies and practices at the same time.
2. The Company has been recognized as 4 stars or “Good” level from assessment under 2024 Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute of Directors and has received 98 scores from assessment of Quality on Arrangement of Annual General Meeting of Shareholders by the Thai Investors Association.
The Company has applied the Corporate Governance Code for Listed Companies 2017 in all aspects. The remaining matters that have not yet been processed are as follows:
1. The chairman of the board is not an independent director: This is because the number of shares that related persons of the Chairman held exceeds the number specified in the qualifications of the independent director. The Company’s business has specific characteristics, so it is needed to have the proficient and experienced leaders who can guide and develop the organization. However, the Chairman of the Board of Directors is fully qualified to be the chairman of the board, has performed duties independently, and did not intervene the operations of the management in any way.
2. Holding the independent director position more than 9 years: Due to unique characteristics of the Company’s business, so it required specific expertise and experiences of the directors. The Board of Directors considers that such independent director is knowledgeable and competence; possesses expertise and experiences beneficial to the Company, fully qualified pursuant to the criteria and she can express her opinion independently. This matter was already proposed to the 2023 Annual General Meeting of Shareholders to consider and approve the election of the independent director who holds office more than 9 years to resume position for another term.
บริษัท สหการประมูล จากัด (มหาชน)
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Union Auction Public Company Limited