Board Effectiveness and Compensation
Board of Director’s Performance Assessment
GC requires that the performance of the Board of Directors and sub-committees must be assessed on an annual basis using three forms of assessment, namely Group Evaluation, Self-evaluation, and Cross Evaluation, by means of individual interviews. This enables the Board of Directors to review performance, problems and obstacles throughout the year, leading to development and improvement for greater operational efficiency. An external consultant has been contracted to assist in determining guidelines and providing recommendations in performance evaluation in line with the guidelines of the Corporate Governance Code for Listed Companies 2017 of the Security and Exchange Commission (SEC) as well as national and international corporate governance principles every three years. The main components in evaluating the performance of the Board of Directors consist of the following eight aspects:
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 2023
In 2023, the result of the Board performance assessment (Group Assessment) was
The assessment results were used as part of the determination of the annual remuneration for the Board of Directors in addition to the Company’s operating results.
| Results of the Board Performance Assessment for the year 2023 | Percentage |
|---|---|
| Group assessment | 99.1 |
| Self-assessment | 97.2 |
| Cross-assessment (Assessment of another director) | 99.0 |
Details of the performance assessment results of the Board of Directors and sub-committees can be found in Form 56-1 One Report 2023 under the topic of Assessment of Directors’ Performance on page 135 and under the topic of Board Performance Assessment on page 186-187.
DownloadAs 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 2023 (CGR), conducted by the Thai Institute of Directors Association (IOD). The assessment criteria contain five categories, namely (1) Rights of shareholders, (2) Equitable treatment of shareholders, (3) Role of stakeholders, (4) Disclosure and transparency, and (5) Board responsibilities.
- 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 12th 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 190 in Form 56-1 One Report.
Form 56-1 One ReportBoard of Directors’ Remuneration
(Information as of May 13rd, 2024)
| Name | Monthly Remuneration (THB) | Meeting Allowance (THB/meeting) | Remuneration for Sub-Committees (THB/meeting) | Short-Term Incentives | Long-Term Incentives | Pension | Others | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Audit Committee | Nomination and Remuneration Committee | Corporate Governance and Sustainability Committee | Risk Management Committee | |||||||
| Mr. Predee Daochai | 62,500 | 50,000 | - | - | - | - | - | - | - | - |
| Mr. Thanwa Laohasiriwong | 50,000 | 40,000 | 56,250 | - | - | - | - | - | - | - |
| Mr. Pakorn Nilprapunt | 50,000 | 40,000 | 45,000 | 56,250 | - | - | - | - | - | - |
| Lt. Gen. Nimit Suwannarat | 50,000 | 40,000 | 45,000 | - | 56,260 | - | - | - | - | - |
| Mr. Grisada Boonrach | 50,000 | 40,000 | - | - | - | 56,250 | - | - | - | - |
| Mr. Somkiat Prajamwong | 50,000 | 40,000 | - | 45,000 | - | - | - | - | - | - |
| Mr. Surachai Achalaboon | 50,000 | 40,000 | - | 45,000 | - | - | - | - | - | - |
| Mr. Wim Rungwattanajinda | 50,000 | 40,000 | - | - | 45,000 | - | - | - | - | - |
| Mr. Patchara Anuntasilpa | 50,000 | 40,000 | - | - | 45,000 | - | - | - | - | - |
| Pol. Col. Dusadee Aryawuit | 50,000 | 40,000 | - | - | 45,000 | - | - | - | - | - |
| Mr. Petai Mudtham | 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 | - | - | - | - | - | - | - | - |
| Mr. Narongsak Jivakanun | 50,000 | 40,000 | - | - | - | 45,000 | - | - | - | - |
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, 2023 such as “What’s and Why’s for Board of Directors to Guide a Refining & Pet-Chem Company” by consultants from the Petroleum Institute of Thailand to enhance knowledge, understanding and perspectives on business operations for the Board of Directors and executives to keep up to date with the situation and constantly competitive business conditions, as well as a lecture on “Decarbonization Roadmap & 5Y Plan GC” by GC’s senior executives to discuss the guidelines and goals for reducing greenhouse gases according to the company’s Decarbonization Pathways, which also serve as information to formulate the Company’s strategic sustainability plan.
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 2023.
One Report 2023: