Corporate Governance and Sustainability Committee

Components and Terms of Directorship

1. The Committee and the Chairman of the Corporate Governance and Sustainability Committee were appointed by the Company’s Board of Directors.
2. The Committee consists of at least 3 directors (not an executive) and at least 1 independent director.
3. The Committee’s term of directorship is 3 years each or shall be according to the term of directorship of the Company’s directors (depending on which term precedes).
4. The director whose position has been terminated may be re-appointed as the Company’s Board of Directors deems appropriate.
5. In a case where the director completes his/her term of directorship or there is any reasons causing such director unable to complete his/her term of directorship, the Company’s Board of Directors shall consider the appointment of a new director to fill such vacancy within 3 months from the date of the incomplete number of directors. This is to ensure the continuity of the operations of the Committee.
6. The Corporate Governance and Sustainability Committee shall be entitled to receive the compensation or remuneration from the Company which shall be in accordance with the criteria approved by the shareholders.
7. The Corporate Governance and Sustainability Committee shall consider the appointment of the Committee’s Secretary.

 

Duties and Responsibilities

1. Duties and responsibilities relating to corporate governance (good corporate governance)
   • The Committee shall consider and provide suggestions to the Board of Directors in specifying the policy framework and practices of good corporate governance and business ethics, anti-fraud and corruption and anti-bribery, promotion of international human rights, equality, diversity and respect of diversity, including the policies regarding GRC (Corporate Governance, Risk Management & Internal Control and Compliance) which are in line with the structure of the Company’s business operations and comparable to international practices or principles, standards and regulations set forth by the institution or other related regulatory bodies as well as reputable and acceptable agencies or organizations at both national and international levels.
   • The Committee shall consider the appropriateness and the adequacy of good corporate governance policy and business ethics of the Company as well as review and improve such policy to ensure its compliance with good corporate governance practices or international principles prior to proposing to the Board of Directors for further consideration.
   • The Committee shall determine the supervision and monitoring guidelines to ensure that the Company has operated its business in accordance with the established policies and practices as well as to consistently develop and elevate its supervision of good governance and sustainability.
   • The Committee shall review the compliance of good corporate governance policies and practices and sustainability, including significant and relevant operations.
   • The Committee shall consider the approval of good corporate governance and sustainability report before disclosing such report in the Company’s annual report.
   • The Committee shall consider the approval of performance evaluation of the Board of Directors and the Sub-Committees as well as report the result to the Company’s Board of Directors and shareholders on an annual basis.
   • The Committee shall provide advice, suggestion and recommendation regarding good corporate governance and sustainability policy to the Company’s Board of Directors and the management for the development of the structure and system of good corporate governance and sustainability of the Company.

 

2. Duties and Responsibilities relating to sustainability
   • The Committee shall consider and provide suggestion in organizing the policy framework, strategies and guidelines on sustainability development of the Company to ensure its standards while being able to achieve the established goals and objectives as well as being comparable to other international practices or principles. This shall enable the Company to operate its business efficiently while being able to respond to the requirements of all stakeholders and shareholders as well as taking into consideration its responsibility toward society, environment and environment with the aim of the Company’s sustainable growth.
   • The Committee shall provide suggestions and advice in establishing the Company’s sustainable development plan to ensure its compliance with the stipulated policies and strategies. Besides, the Committee shall provide recommendations which are beneficial for sustainable development as well as determine its sustainable development goals to be well-balanced in environmental, social and governance dimensions (Environmental, Social and Governance (ESG)) and be consistent with good practices according to relevant laws, including national and international standards.
   • The Committee shall supervise and monitor the progress of sustainable development of the Company as well as disclose the operating results according to sustainable business strategies, including related criteria, standards and practices.
   • The Committee shall review the policy and practices of sustainability of the Company to be updated and suitable for current situation.
   • The Committee shall consider the approval of the Sustainability Report prior to further dissemination.

 

3. Any other duties as assigned by the Board of Directors

 

Corporate Governance and Sustainability Committee Charter [click]