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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 2020, 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 2020

%

In 2020, the result of the Board of Directors’ Performance Assessment (Group assessment) was a 94.8%. 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 Assessment Percentage
Group assessment 94.8
Self-assessment 94.3
Cross-assessment (Assessment of another director) 96.6

Details of Board of Directors’ Performance Assessment can be found under topic of Assessment of Director’s Performance on page 122 and under topic of Board Performance Assessment on page 184 in Form 56-1 One Report 2020.

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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 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

GC has achieved an Excellent score in all assessment categories, which is corresponding to the score between 90-100 out of 100 percent for the ninth consecutive year. In 2020, GC also received ASEAN Asset Class Publicly Listed Companies 2019 from ASEAN Capital Markets Forum (ACMF), achieving a score of more than 97.5. It was conducted to assess the corporate governance performance of publicly listed companies, including board responsibilities, in ASEAN member countries.

Board of Directors’ 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 121-122 in Form 56-1 One Report 2020

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. In 2020, GC assigned external lecturer from other organizations and leading companies to provide a lecture on important issues that may affect the company’s business so that the Board of Directors would be able to deal with any matters abruptly and efficiently. The subject of those lectures was “Digital Trend in Petrochemical Industry” and “Petrochemical Outlook, Impact of COVID-19 and Across the Longer Term”. Moreover, all new directors are also required to participate in Board orientation class and to visit GC’s different plant operations to understand the company’s operational systems and businesses. GC also encourages directors to participate in various activities 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.

Details of Board of Directors’ Knowledge Development can be found under the topic of Development and Training of Directors on page 182-183 in Form 56-1 One Report 2020.

Board of Directors’ Knowledge Development