Page 347 - CRC_One Report 2021_EN

Business Overview and Performance Corporate Governance Financial Statements Enclosure

Report of the Corporate Governance and Sustainability Committee

To Shareholders,

The Corporate Governance and Sustainability Committee of Central Retail Corporation Public Company Limited
consists of 4 directors who are appointed by the Board of Directors, responsible for monitoring the performance
of Corporate Governance and Sustainable Development, ensuring the alignment with the Company’s policies
and goals, for the Company to conduct its business under the principles of good governance with transparency in
operation, along with protecting the interests of shareholders and all stakeholders. Mrs. Patareeya Benjapolchai
is the chairman of the Committee and Dr. Atchaka Sibunruang, Mr. Pichai Chirathivat, and Mr. Yol Phokasub are
member of the Committee.

In 2021, the Corporate Governance and Sustainability Committee has performed duties and responsibilities under
the Corporate Governance and Sustainability Committee Charter by holding 4 meetings in total, with all directors’
full attendance at each meeting. The Committee regularly reported its performance to the Board of Directors, with
details summarized as follows:

1. Corporate Governance Duties
1.1 Review and approval of charters and various policies of the Company for the year 2021, in order to comply
with the principles of good corporate governance, before presenting to the Board of Directors for approval.
The details are as follows:
• Reviewed charters and policies related to good corporate governance, and suggested amendments to the
charter of the Board of Directors and Corporate Governance policy to the Board of Directors for approval.

• Approval and suggestions on the establishment of the Supplier Code of Conduct, Investor Relations
Code of Conduct, the Group’s Tax Policy, and Information Security Mission Statement and Policy.

1.2 Approved the development plan according to the Corporate Governance Report of Thai Listed Companies
(CGR) and gave recommendations to the Board of Directors. As a result, in 2021, the Company received an
“Excellent” corporate governance assessment result (5 stars) for the first year in the CGR Project organized
by Thai Institute of Directors Association (IOD). The Company also received “100 full points” (5 badges) in
the AGM Quality Assessment Program (AGM Checklist) from the Thai Investors Association. In addition, the
Committee acknowledged that the Company is invited to participate in the ASEAN Corporate Governance
Scorecard assessment, which the Company has joined the assessment and the announcement will take
place in 2022.

1.3 Acknowledged the review of operations in accordance with Corporate Governance Code for listed companies
(CG Code) issued by the Office of the Securities and Exchange Commission of Thailand, as well as followed
up on the application of CG Code to suit the business context in order to raise the standard of work to be
in line with international standards, taking into account equality to all stakeholders. The Committee gave
recommendations to the Board of Directors to review the performance in accordance with the context of
the Company’s business.

1.4 Assigned the management to prepare a handbook on Corporate Governance and Code of Conduct of the
Company and its subsidiaries which compiling all policies and practices into one book as a guideline for
the Company’s personnel to comply. In 2021, the Committee gave advice to the management regarding
preparation of the handbook and will present the handbook to the Board of Directors to be approved in
2022.

Annual Report 2021 (Form 56-1 One-Report) 347