Our Approach and SDGs Environment Society Net Zero Business Resilience Reporting Center Sustainability in Actions Awards and Recognitions
Business Conduct, Ethics and Compliance Risk and Crisis Management Organization Contributions Tax Strategy Innovation Management Supply Chain Management Information Security, Cybersecurity and System Availability Sustainability Valuation
Corporate Governance Structure Executives Compensation and Ownership Shareholder Center

Board Effectiveness and Compensation

Board of Directors’ Performance Assessment

GC determines that the performance of Board of Directors and Sub-committee 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. 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 2021, GC reviewed the suitability of the board assessment questionnaires, namely Group assessment, Self-assessment, and Cross-assessment (assessment of another Director) to align with national and international corporate governance principles as well as DJSI assessment criteria. The criteria for assessing the performance of the Board of Directors are divided into six areas as follows;

Board Policy

Board Performance

Board Structure

Board Style

Board Meeting

Board Development

The result of the Board of Directors' Performance Evaluation in 2021

%

In 2021, the result of the Board of Directors’ Performance Evaluation was a 95.5%. Apart from the Company’s operating results, the board performance assessment result shall be used to determine the remuneration of the Board of Directors.

Result of the Evaluation Percentage
Group assessment 95.5
Self-assessment 94.4
Cross-assessment (Assessment of another director) 97.1

Details of Board of Directors’ Performance Assessment can be found under topic of Assessment of Director’s Performance on page 119 and under topic of Board Performance Assessment on page 164 in Form 56-1 One Report 2021.

Download

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 2020 (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 score in every criterion

Board of Directors’ and Executives’ Remuneration

The Board of Directors has set up a fair and reasonable remuneration policy for its directors in accordance with good corporate governance principles. The Nomination and Remuneration Committee shall determine suitable remuneration and bonus for Board of Directors and Sub-committee based on the result of board performance assessment, economic situation, the Company’s financial standing, the remuneration for Directors in other companies of a similar size and nature of business as well as Directors’ responsibilities. This directors’ remuneration must be approved by 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 2021.

Directors' Remuneration Chapter

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.

Apart from these agenda, GC has invited external experts and leading company to lecture and share knowledge in important issues that are currently happening e.g., Decarbonization Pathway to Net Zero lectured by Boston Consulting Group (BCG) to acknowledge corporate sustainability performance and potential technology that support GC’s operations toward Net Zero targets e.g., Carbon capture, utilization and storage, or CCUS. This also includes strategic planning for GC’s long-term business model.

Details of Board of Directors’ Knowledge Development can be found under the topic of Development and Training of Directors on page 163 in Form 56-1 One Report 2021.

Board of Directors’ Knowledge Development