Page 276 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

6.3.2 Unaccomplished Principles of 6.3.3 Other Practices Following

Good Corporate Governance the Principles of Good
for Listed Companies 2017 Corporate Governance in
Support of the Assessment
In 2021, the Board of Directors considered and reviewed
the implementation of the Principles of Good Corporate The Company received “Excellent” recognition or
Governance for Listed Companies 2017 (CG Code) “5-Star” on the Corporate Governance Report (CGR)
to the business context of the Company and recorded Rating of 2021 from the Thai Institute of Directors (IOD)
unaccomplished principles and reasons as part of and 100 scores on the AGM Checklist. The Company
the Board of Directors’ resolution. The Company’s always gives importance on operating its business in line
unaccomplished principles and reasons are as follows: with principles of good corporate governance.

• Determination of the number of directors for at least In addition to various topics presented in this document,
5 directors but not more than 12 directors. in 2021, the Board of Directors approved the following
additional policies for corporate governance:
The Company operates business by holding shares
in other companies, and has many subsidiaries. 1) Compliance Policy
Therefore, the Company needs several directors
with knowledge and expertise in different areas. The Company determines the Compliance Policy
The Board of Directors consists of 15 directors in total, for directors, executives and employees adhere
with knowledge and expertise in accordance to the principles of individual duties to ensure
with the skill matrix stipulated by the Company to that the Company’s business operations are in accordance
ensure alignment with its business. with laws, regulations, orders and announcements
Including so-called “rules” both within the company
• The Chairman of the Board of Directors shall be and outside, domestically and internationally, including
an independent director. prevent non-compliance risk to directors, executives
and employees regarding business operation, laws,
Although the Chairman of the Board of Directors, and business ethics against the confidentiality of
who is the person with suitable knowledge the information in the Company’s possession, laws on free
and capabilities and well performs his duties, and fair trade competition, taking into account fair
is a non-independent director; however, he holds mutual interests, laws on prevention and anti-corruption,
no shares in the Company and is not the same person money laundering prevention and suppression,
as the Chief Executive Officer, thus still maintaining laws to respect for human rights and equality, as well as
checks and balances. respect for the intellectual rights of others and
company’s policies, including ethical standards,
• The Nomination Committee and Remuneration ethics, guidelines or operational manuals relating to
Committee shall mostly consist of independent the Company’s business operations
directors.
For more information https://www.centralretail.com/
The Nomination and Remuneration Committee storage/document/cg-policy/crc-charter-compliance-
consists of two-fourths or half of the members policy-en.pdf
who are independent directors. As the Chairman
of the Committee is also an independent director,
therefore, the meeting agenda and schedule
can be independently determined.

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