Page 193 - 56-1 One Report 2022 EN

Part 2 Corporate Governance

at the 2022 Annual General Meeting of Shareholders (held on 25 March 2022), for which each Director, who is not staff or
hold an executive management position within the Company or its controlling shareholders or representatives of major
shareholders (who holds total company shares more than 10%), received a monthly allowance of Baht 95,000.
(2)
ACM. Maanat Wongwat, Dr. Porametee Vimolsiri, Mr. Somchai Jinnovart, and Asst. Prof. Dr. Pareena Srivanit attended the
Board of Directors Meeting Nos. 1/2022 – 3/2022 which were held during the period that the remuneration policy for 2021
was still implemented. Hence, each Non-Executive Director was entitled to receive a meeting allowance of Baht 25,000 per
meeting. Nonetheless, the next Board of Directors Meetings were held after the implementation of the remuneration policy for
2022, which was approved at the 2022 Annual General Meeting of Shareholders (held on 25 March 2022), for which meeting
allowance was no longer paid for attendance in Board of Directors Meeting. However, Non-Executive Directors who attended
meetings of sub-committees, i.e. the Audit and Risk Committee and the Nomination and Compensation Committee was still
eligible to receive a meeting allowance of Baht 25,000 per meeting.
(3)
Asst. Prof. Dr. Pareena Srivanit has resigned from the Independent Director and Member of the Audit and Risk Committee,
effective 3 May 2022.
(4)
Mr. Kanit Vallayapet was appointed as Independent Director and Member of the Audit and Risk Committee in replacement of
Asst. Prof. Dr. Pareena Srivanit, effective 6 May 2022, according to the resolution of the Board of Directors Meeting No. 5/2022
held on 6 May 2022.
8.1.3 Corporate Governance Concerning Subsidiaries and Associated Companies
The Board of Directors uses its authority to oversee and manage the Company’s subsidiaries and joint venture
companies according to the Company’s objectives and Articles of Association, as well as in compliance with any
resolutions passed at shareholder meetings. This management and oversight are performed through the
appointment of executives, or by authorizing a sub-committee or any other person if necessary, to perform the
business operations in compliance with the directions set by the Board of Directors to ensure good corporate
governance and maximum benefits for the Company.
The Board of Directors will authorize directors and/or executives to be its representatives in subsidiaries or joint
venture companies. The authorization of such persons shall be approved by the Company’s Board of Directors.
The Board of Directors assigned the Nomination and Compensation Committee to select eligible persons for such
positions, and propose them to the Board of Directors for consideration and approval.

The nominated directors and/or executives shall operate and/or oversee the activities as per assigned policy by the
Board, including financial statements, performances, related transactions, and assets’ acquisitions of such
subsidiaries or joint venture companies, by keeping with the Company’s policies and in line with corporate
governance, code of conduct, and best practices as outlined by the Securities and Exchange Commission (SEC)
and the Stock Exchange of Thailand (SET), as well as to be aligned with the Company’s internal control, relevant
criteria, and laws.

8.1.4 Monitoring on the compliance of the Corporate Governance policy and practices
The Company and its Board take into account the rights of all stakeholder groups and consistently abide by
corporate governance principles, best practices, and other supporting guidelines, including our Code of Conduct,
to ensure equal and proper treatment of all stakeholders. This takes into account, although not exclusively,
employees, shareholders, customers, business partners, competitors, creditors, communities in which we operate,

Part 2 page 69