Page 99 - One report AUCT2024_Eng

Part 2
Corporate Governance
Evaluation of the Performance of Chief Executive Officer and Managing Director
The Board of Directors arranges an evaluation of the performance of Chief Executive Officer and Managing Director on a yearly basis. Each member of the Nomination and Remuneration Committee is an appraiser. The assessments are divided into 3 main topics:
1. Performance
2. Management skills 3. Executive behavior
The Nomination and Remuneration Committee will use the assessment results to consider bonus and salary to the Board of Directors’ Meeting for further acknowledgment of the evaluation and approval of the remuneration.
In 2024, both of Chief Executive Officer and Managing Director received performance evaluations from the Nomination and Remuneration Committee as high performance.
Board Meeting
The Company sets a schedule for the board of directors meeting and the sub-committees all year in advance and sets up the regular board meeting every 3 months. The extraordinary meeting shall be called upon if necessary with clear agenda. The relevant documents must be delivered to the board at least 7 days in advance so that the board can have sufficient time to study the information before the meeting, except for any emergency cases.
The Chairman of the Board, Chief Executive Officer and Managing Director shall identify the meeting agenda together and consider the issues to be conducted in the Board meeting. Each director shall have opportunity to propose the issues to be considered for the meeting agenda.
The Chairman of the board who is also a chairman of the meeting shall provide opportunities to directors to express their opinions independently. In some meetings, the top management may attend the meeting as relevant in order to provide the detail information that can be useful and to acknowledge the policy directly in order to cascade to the operations efficiently. The resolutions of the meeting rely on the majority vote. One director has one vote. The directors who are also stakeholders shall not attend the meeting and/or not vote in that matter. If the votes are tied, the chairman of the meeting shall give one more votes as the casting vote. The passing of the Board’s resolution for each Board of Directors’ meeting requires the presence of at least two-thirds (2/3) of the total number of directors. The Company Secretary takes minutes of the meeting.
บริษัท สหการประมูล จากัด (มหาชน)
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Union Auction Public Company Limited