Corporate Governance and Directors Independence

Independent Outside Director
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The CRCG Committee will see to Board of Directors renewal by reviewing its composition on a yearly basis and suggest to the Board of Directors to add a new Director or replace Directors who have attained maximum tenure, subject to the needs of the Company and its best interests. In this regard, the Board of Directors may extend such term where it determines that it is in the best interests of the Company to do so.

Skip to main content. Search Search. Contact Us Social Media. Director Independence The Company is subject to various disclosure rules, guidelines and requirements governing the independence of the Board of Directors and its committees.

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Board Independence Standards Continue to Evolve

PDF | On Jan 1, , Aliza Racelis and others published Corporate Governance and Director Independence: Evidence from the Philippines. Aug 14, Director Independence and the Governance Process of Independent Directors in Corporate Governance, Second Edition, by Bruce Dravis.

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Corporate governance

One who has Independency of Judgment Independent Director Critical Issues Findings and recommendations are reported to the. For immediate improvement, the Company has implemented these recommendations from auditing committee and external auditors. Intervention results will be reported in the following Board meeting. Sustainability and Corporate Governance Committee The Committee is responsible for drafting the corporate governance policy, anti-corruption policy, relevant code of conducts, business ethics code, and good work practice.

The aforementioned policies and codes of conduct are regularly revised annually. The said submission will address corporate relevant areas, comprises: corporate governance, anti-corruption policy, social responsibility, sustainability management, as well as relevant code of conduct.

A leader in Corporate governance practices

There are two submissions per year. The monitoring considers corporate governance policy, anti-corruption policy, sustainability policy. Compliance audits and assessment are simultaneously conducted with the Board and Management. Both would make recommendations in light of policy compliance. Consider and determine the criteria for the remuneration and types of remuneration for directors and key executives for proposing to the Board of Directors.

This committee also appraises the criteria and process to nominate individuals with appropriate qualification as a Board member, as well as making selection. This committee also appraises the criteria and process to nominate individuals with appropriate qualification as a Board member, as well as making selection, accordingly.

This is supplemented with nominees from shareholders. All of which can be found in their work manuals. The Committee also appointed experts to provide consultation on the topic of corporate governance, to share insights, recommendations, and to ensure continuous development of corporate governance practice to be on par to universal standard.

These practices are such as, corporate governance policy, conflicts of interest policy, data privacy policy, business ethics, codes of conducts, risk management policy, governance policy for media-based data technology, secure trade through utilization of internal data policy, data disclosure in accordance with Stock Exchange of Thailand and Securities and Exchange Commission. Compliance of these policies is monitored and to report to Corporate Governance Committee. Board of Director and Subcommittee Performance Evaluation.

Corporate Board Independence and Conflicts of Interest: Part I of IV

The assessment mechanisms for corporate governance performance is a crucial driver facilitating the performance to meet expectations. It enables more effective development of corporate governance activities. The Institute itself may be considered an external organization without stakes with the Company.

The Report helps the Company ensures its corporate governance is effective and moving towards the right direction.

For evaluation and consider extra remuneration payment to executive board, Board meeting resolution of the Remuneration and Nomination Committee. The remuneration of directors is adjusted to be comparable to other companies in the same industry and appealing enough to attract and retain quality directors. The Remuneration and Nomination Committee has hired an independent expert to gather information and provide advice on establishing an appropriate compensation criteria and structure for high-level executives in order to present recommendations to the Board of Directors for approval.

The following factors were taken into consideration:. In , the Board of Directors considered and approved the criteria and indicators for compensating high-level executives in the form of special bonus in addition to the current bonus in order to motivate and drive executives to achieve new goals. Refer to board meeting resolution and RNC meeting resolution. The Chairman of the Meeting assigned Mrs. Nutthawalee Klawthanong to report to the meeting as follows:.

Considerations are as follows. By the way, the company provides Employee Joint Investment Program — EJIP to encourage employees for ownership and incentivize loyalty and determination to grow with the company. To provide incentives and keep personnel working with the Company for a long time. Executives who are eligible for the EJIP must have been employed with the Company for at least 3 years.