Page 111 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
and services and personal qualifications. These scores are obtained from the evaluation by the Nomination
and Remuneration Committee.
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 2025, both of Chief Executive Officer and Managing Director received performance evaluations
from the Nomination and Remuneration Committee as high performance. They are still in the criteria which
can create a balance of work and drive the Company’s businesses, reflecting the awareness of integration
to continue the business in a sustainable manner.
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.
In addition, the Company specified that the meeting between the directors without the management
shall be arranged at least once a year to discuss about the issues during the past year. After that the
results from the meeting shall be informed to the Board of Directors or the Chief Executive Officer for
acknowledgement so that the suggestions and guidelines shall be applied and utilized for development of
the Company on sustainable basis. In 2025, the Company arranged the directors’ meeting without the
management for 1 time on 12 December 2025.
บริิษััท สหการประมููล จำำากัด (มหาชน)
Union Auction Public Company Limited
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