Board Effectiveness and Compensation

Board of Director’s Performance Assessment

GC determines that the performance of Board of Directors and Sub-committees must be assessed every year, and an external consultant may be requested to assist in establishing guidelines and providing recommendation of the board assessment as deemed necessary and appropriate every three years. This is to enable the Board of Directors to review and revisit their performance, issues and obstacles having arisen in the past year, which help lead to the development and improvement of the Board of Directors’ performance. In 2022, EY Corporate Services Company Limited (EY) was appointed as GC’s independent third-party consultant for the 2022 Board Performance Assessment project in accordance with the Thai Corporate Governance Code for Listed Companies 2017 (CG Code) issued by the Securities and Exchange Commission (SEC). The scope of project includes the improvement of quality of GC’s Group Assessment, Self-assessment, and Cross-assessment Forms and the annual performance assessment by means of conducting individual interviews in comparison with assessment scores as well as the preparation of an analysis report on the assessment results and the recommendation of the Board of Directors. This project enables GC to further improve, monitor and enhance the Board’s performance. In addition, the Board Performance Assessment consists of eight main components as follows;

Board structure and performance

GC Group structure

Behavior and culture

Governance of regulatory bodies

Board composition

Roles, duties, and responsibilities

Trainings and development of knowledge and skills

Governance of disclosures and performance assessment

The result of the Board of Directors' Performance Evaluation in 2022

In 2022, the result of the board performance assessment (Group assessment) conducted by the external consultant was 98.1%. Apart from the Company’s operating results, the board performance assessment results were used to determine the remuneration of the Board of Directors.

Results of the Board Performance Assessment for the year 2022	Percentage
Group assessment	98.1
Self-assessment	96.4
Cross-assessment (Assessment of another director)	98.4

Details of the performance assessment results of the Board of Directors and sub-committees can be found in Form 56-1 One Report 2022 under the topic of Assessment of Directors’ Performance on page 135 and under the topic of Board Performance Assessment on page 186-187.

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As a result, GC received excellent assessment score in every criteria.

Excellent

In addition, GC has undertaken a corporate governance assessment, namely the Corporate Governance Report of Thai Listed Companies 2022 (CGR), conducted by the Thai Institute of Directors Association (IOD). The assessment criteria contain five categories, namely.

Rights of shareholders
Equitable treatment of shareholders
Role of stakeholders
Disclosure and transparency
Board responsibilities

As a result, GC received excellent assessment scores in all criteria, scoring between 90-100 out of a full score of 100 for the 11^th consecutive year.

Board of Director’s Remunerations

The Board of Directors has established a fair and reasonable remuneration policy for its directors in accordance with the good corporate governance principles. In this way, the Nomination and Remuneration Committee has a duty to determine suitable remuneration and payment of bonus for Board of Directors and Sub-committees based on the results of board performance assessment, economic situation, the Company’s operating results, and the remuneration of Directors in other companies of a similar size and nature of business as well as directors’ responsibilities. This directors’ and sub-committees’ remuneration must be approved by Board of Directors’ and Shareholders’ Meeting annually.

Details of Board of Directors’ Remuneration can be found under the topic of Remuneration for the Board and Executives on page 167 in Form 56-1 One Report.

Board of Directors’ Remuneration

(Information as of May 31^st, 2023)

Name	Monthly Remuneration (THB)	Meeting Allowance (THB/meeting)	Remuneration for Sub-Committees (THB/meeting)				Short-Term Incentives	Long-Term Incentives	Pension	Others
Name	Monthly Remuneration (THB)	Meeting Allowance (THB/meeting)	Audit Committee	Nomination and Remuneration Committee	Corporate Governance and Sustainability Committee	Risk Management Committee	Short-Term Incentives	Long-Term Incentives	Pension	Others
Mr. Piyasvasti Amranand	62,500	50,000	-	-	-	-	-	-	-	-
Mr. Apisak Tantivorawong	50,000	40,000	56,250	-	-	-	-	-	-	-
Mr. Pakorn Nilprapunt	50,000	40,000	45,000	56,250	-	-	-	-	-	-
Professor Somkit Lertpaithoon	50,000	40,000	-	-	56,260	-	-	-	-	-
Mr. Grisada Boonrach	50,000	40,000	-	-	-	56,250	-	-	-	-
Mrs. Watanan Petersik	50,000	40,000	45,000	-	45,000	-	-	-	-	-
Mr. Somkiat Prajamwong	50,000	40,000	-	45,000	-	-	-	-	-	-
Lieutenant General Nimit Suwannarat	50,000	40,000	-	45,000	-	-	-	-	-	-
Mr. Surachai Achalaboon	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Patchara Anuntasilpa	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Chadil Chavanalikikorn	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Sarawut Kaewtathip	50,000	40,000	-	-	-	45,000	-	-	-	-
Mr. Noppadol Pinsupa	50,000	40,000	-	-	-	45,000	-	-	-	-
Mr. Cherdchai Boonchoochauy	50,000	40,000	-	-	-	45,000	-	-	-	-
Mr. Kongkrapan Intarajang	50,000	40,000	-	-	-	45,000	-	-	-	-

Details of Board of Directors’ Remuneration can be found under the topic of Remuneration for the Board and Executives on page 190-191 in Form 56-1 One Report 2022.

Board of Directors’ Remuneration

Board of Directors’ Knowledge Development

GC encourages all directors to receive necessary training programs related to the Board’s capability and knowledge development from Thai Institute of Directors Association (IOD) and other organizations every year. This training would enhance the board’s knowledge and perspective needed to apply to GC businesses. The essential training programs for directors to perform his/her role include Director Certification Program (DCP), Director Accreditation Program (DAP) and Board that Make a Difference. GC also encourages directors to participate in specific training programs, such as Audit Committee Program (ACP), and Role of the Nomination and Governance Committee.

Moreover, all new directors are also required to participate in Board orientation class and to visit GC’s different plant operations, and participate in various activities so that the boards can understand GC’s working approach and business model, including encouraging directors to participate to exchange opinions with experts who have experience at the national and regional levels. This would enhance directors’ knowledge so that they would apply to GC business management, and it would help promote and leverage an understanding of corporate governance, which benefits the company’s business management.

Moreover, GC has invited external experts and leading company to lecture and share knowledge in important issues that are currently happening in the year 2022 e.g., Strategic Business Foresight, hosted by invited speakers from the Thai Institute of Directors Association (IOD), to inform them of key trends and challenges and enable them to apply the foresight mindset and process to formulate GC’s long-term strategies, as well as a session on the topic “The Future of Decarbonization,” led by invited speakers from McKinsey to update them on the outlook and trends of carbon capture, utilization and storage (CCUS), and hydrogen technology at both domestic and global levels (Global and Thailand Outlook).

Details of Board of Directors’ Knowledge Development can be found under the topic of Development and Training of Directors on page 185 in Form 56-1 One Report 2022.

Board of Directors’ Knowledge Developments