Page 77 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
align with such policy in compliance with the law, regulations and resolutions of the shareholder meeting
with responsibility, caution, honestly, transparency according to the good 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 to create a balance of power, and to allow management to incorporate feedback from the
committee for further development. 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 and encourage
the functioning 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
บริิษััท สหการประมููล จำำากัด (มหาชน)
Union Auction Public Company Limited
77