Page 275 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

6.3 Significant Change and In 2021, no shareholder has propose meeting agenda

Development of Policy, or made the nomination for director election.
Practices and System of
In addition, the nomination of member of the Board
Corporate Governance of Directors through the recommendation of
in the Previous Year the Nomination and Remuneration Committee has
been carefully considered regarding selection and
6.3.1 Significant Change and screening of qualified persons in accordance with

Development of Corporate the Company’s Articles of Association and Charter
and the relevant criteria such as:
Governance

1. The Board of Directors has developed a corporate • Consider the suitability according to experience
governance system in accordance with the principles and expertise of the directors (Board Skill Matrix)
of Good Corporate Governance. In 2021, The Board in accordance with the company’s strategy
has reviewed and amended Board of Directors Charter; • Consider diversity in the Board of Directors structure,
Code of Conduct; Corporate Governance Policy; irrespective of gender, race, nationality and age
Anti-Corruption Policy; Whistleblowing Policy and (Board Diversity)
Preventing Conflict of Interest Policy. The main • Considered from the Director Pool database from
amendments are as follows: the Thai Institute of Directors Association

• Amendment on qualifications of independent directors 3. The Board of Directors and sub-committees conducted
to hold no more than 0.5 % share (amended from 1.0%) self-assessments both individually and by the whole
• Amendment on independent directors’ term of committee for the year 2021 and presented to the Board
not exceeding 9 years without conditions of Directors for consideration to use the assessment
results to develop the Boards’ performance.
and approval of the charter and policies related
to corporate governance for the company to have 4. The Board of Directors reviewed the operation to ensure
an efficient management system and create the alignment with Good Corporate Governance for
sustainable growth as follows: listed companies (CG Code) of the Securities and
Exchange Commission of Thailand, as well as
• Corporate Governance and Sustainability followed up on the application of CG Code to suit
Committee Charter the context of the business.
• Compliance Policy
• Tax Policy 5. The Board of Directors had organized a meeting
• Environmental Policy and Guidelines among the non-executive directors for the year 2021,
• Supplier Code of Conduct 1 time, in March. The meeting was to discuss significant
• Human Rights Policy management issues and problems, such as the
• Investor Relations Code of Conduct assessment and succession plan for CEO and senior
• Information Security Mission Statement and Policy executives and allow non-executive directors to
• Occupational Safety, Health and Work express their opinions freely.
Environment Policy
6. The Board of Directors has set a meeting date in advance
2. The Board of Directors has agreed that the Company for 2022 by stipulating that the Board of Directors’ meeting
provide opportunities for minority shareholders to be held every month (except June, July and September)
participate in proposing meeting agendas and and a meeting among non-executive directors
norminating directors to replace the retired directors has been scheduled once a year in March.
at the annual general meeting of shareholders.
The information is communicated through the Stock
Exchange of Thailand and the Company’s website.

Annual Report 2021 (Form 56-1 One-Report) 275