Page 289 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

Authority, Duties, and Responsibilities of the Chairman of the Board of Directors
and the Chief Executive Officer

To ensure checks and balances between the Board of Directors and the management, the Company prescribes
that the Chairman of the Board and the Chief Executive Officer are not the same person. The Chairman of the Board
acts as the head of the Board of Directors in supporting the management’s operation but is not involved in daily
operation which is the duty of the Chief Executive Officer.

The authority and duties of both positions are segregated as follows:

Chairman’s Authorities, Duties and Responsibilities

The Chairman of the Board of Directors summons the directors by delivering the meeting notice together with
the agenda and supporting documents to all directors no less than seven (7) days prior to the meeting to allow
the directors to have adequate time to study the information. Except for urgent matters, the meeting can be notified
via other means or can be called as soon as possible. If the Chairman of the Board is absent or unable to discharge
his duties, if the Vice Chairman is present in the meeting, he/she shall preside over the meeting. However,
if there is no Vice Chairman or there is the Vice Chairman, but he/she is absent or unable to discharge his/her duties,
the directors attending the meeting shall select one of the directors to preside over the meeting. In each Board of
Directors meeting, the Chairman of the Board shall run the meeting in accordance with the sequence of agenda.
For the vote casting, in case of tie votes, the presiding Chairman is entitled to the casting vote. Chairman of
the Board is the Chair of shareholders meeting. If the Chairman of the Board is absent or unable to discharge
his duties, if the Vice Chairman is present in the meeting, he/she shall preside over the meeting. However,
if there is no Vice Chairman or there is the Vice Chairman, but he/she is absent or unable to discharge his/her duties,
the shareholders’s meeting shall select any one of the attending shareholders to preside over the meeting.

Chief Executive Officer’s Authorities, Duties and Responsibilities

Executive Officer’s authorities, duties and responsibilities were determined as follows:

(1) Determine visions, strategies, business directions, objectives, policies, business plans, budgets, management
structure and delegation of authority of Central Retail Corporation Public Company Limited (CRC) and
its subsidiaries to submit to the Executive Committee and/or the Board of Directors for approval.

(2) Monitor, manage, operate and conduct the regular business-related duties for CRC’s interests, according to its visions.

(3) Determine the business directions, policies, strategies, objectives, business plans and annual budget plans
approved by the Executive Committee and/or the Board of Directors, and/or as assigned by the Executive
Committee and/or the Board of Directors.

(4) Coordinate with the Executive Committee for the business actions and risk management to be consistent
with CRC’s objectives and requirements, together with the resolutions of the Executive Committee and/or
the Board of Directors, and/or the Shareholders’ Meetings.

(5) Approve any agreements and/or transactions related to its general business operation (such as trading,
investing or co-investing with other parties for its general transactions for the advantages of the operational
objectives) under the conditions and within the financial amount set by the Delegation of Authority or
the Board and/or the Executive Committee and/or the Board of Directors and/or the related laws and regulations
and/or CRC’s principles.

Annual Report 2021 (Form 56-1 One-Report) 289