Page 271 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

kept for reference and made available for examination. In case of any director replacement or new directors,
In every meeting, executives and responsible staffs the management will prepare documents with information
are invited to attend the meeting to present useful to the operation of the new directors and orient
information to the Board of Directors for making them to the Company’s business nature and business
accurate and prompt decisions. operation guideline.

The meeting resolution must be passed by a majority The Board of Directors will rotate the assignments
vote of the Board members attending the meeting. according to the expertise of the executives and
Each director has one (1) vote. In the event that any director employees, mainly with consideration of the
has a conflict of interest in any matter, he/she must not take appropriateness of the work and time. The CEO will
part in the voting of such matter. In case there are equal decide the time period and review the operating results
votes, the Chairman of the meeting has a casting vote. to draw up the work development and succession
There must be no less than two-thirds of the total number of plan in order to improve the knowledge and skills of
directors presented at the meeting except in the agenda of the executives and employees, enabling them to work
connected transactions which shall be in accordance on behalf of each other.
with the law or SEC regulations.
The Company has Established Policies
The Board of Directors conducts a self-assessment Related to Stakeholders in the Following

at least once a year so as to improve its performance. Matters:
Assessment aspects have been clearly identified
in advance. The result of the Board of Directors’ assessment Policy to Prevent Misuse of Insider Information
is reported to the Board of Directors’ meeting and will be
disclosed in the annual report along with the assessment The Company puts emphasis on preventing the use of
guideline and process starting from the year 2020. its internal information. Therefore, it has set the policy
to prohibit its directors, executives, employees and workers
5. Remunerations from misusing and disclosing nonpublic information
that may have effect on its share price, significant
The remuneration of the directors should be comparable and undisclosed information that may cause damage
to the standard practice in the industry, with consideration or disadvantage to the Company as well as
of the experience, duties and roles, scope of accountability the Company’s confidential information directly or
and responsibility and the expected usefulness of indirectly, whether or not for the benefit of themselves
each director. Those who are assigned more duties and or other persons. Such policy also forbids the trading
responsibilities, such as being a member of sub-committees, of the Company’s share by using insider information.
should receive suitable additional compensations. The guidelines for preventing the misuse of insider
information of the Company are summarized below.
The Company has established the Nomination and
Remuneration Committee to consider and submit (1) The Company’s directors and executives are
the remuneration methods and principles of director educated on the duty to report their own shareholding,
for approval in the Shareholders’ Meeting. including that of spouse, cohabiting couple and
children under legal age, according to the Section 59
6. Director and Executive Development and the Section 275 of the Securities and Exchange
Act B.E. 2535 (1992) (as amended), as well as
The Board of Directors’ policy is to support and facilitate the acquisition or disposal of shares held by
trainings and educating sessions for the parties themselves, spouse, cohabiting couple and children
related to the Company’s governance, such as directors, under legal age according to the Section 246 and
Audit Committee, executives and company secretary, the Section 298 of the Securities and Exchange Act
in order for continuous operation improvement. B.E. 2535 (1992) (as amended) to the Securities
The trainings and educating sessions may be held and Exchange Commission, Thailand (“SEC”).
internally or by the outside institutions.

Annual Report 2021 (Form 56-1 One-Report) 271