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 2024

In 2024, 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 2024	Percentage
Group assessment	98.6
Self-assessment	98.2
Cross-assessment (Assessment of another director)	97.1

Details of the performance assessment results of the Board of Directors and sub-committees can be found in Form 56-1 One Report 2024 under the topic of Assessment of Directors’ Performance on page 143 and under the topic of Board Performance Assessment on page 196-198.

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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 2024 (CGR), conducted by the Thai Institute of Directors Association (IOD). The assessment criteria contain five categories, namely

Shareholders’ rights and equitable treatment of shareholders.
Recognition of the roles of stakeholders and commitment to sustainable business development.
Disclosure and transparency.
Responsibilities of the Board of Directors.

GC received “Excellent” ratings (90–100 points) in all assessment categories for the 13^th consecutive year and ranked 4^th highest among all evaluated companies.

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 of Directors on page 200 in Form 56-1 One Report 2024.

Form 56-1 One Report

Board of Directors’ Remuneration

(Information as of February 28^th, 2025)

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. 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	-	-	-	-	-	-
Gen. Nimit Suwannarat	50,000	40,000	45,000	-	56,250	-	-	-	-	-
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	-	-	-	-	-	-
Pol. Col. Dusadee Aryawuit	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Wim Rungwattanajinda	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Patchara Anuntasilpa	50,000	40,000	-	-	45,000	-	-	-	-	-
Mrs. Nivadee Jaroensitipun	50,000	40,000	-	-	45,000	-	-	-	-	-
Mr. Petai Mudtham	50,000	40,000	-	-	-	45,000	-	-	-	-
Mr. Pongpun Amornvivat	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 the Director Certification Program (DCP), Director Accreditation Program (DAP), and the Board that Makes a Difference (BMD) program, as well as other specialized courses such as the Audit Committee Program (ACP) and the Role of the Nomination and Governance Committee (RNG) program.

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.

In 2024, GC invited external experts and leading company to lecture and share knowledge in important issues that are currently happening in the year, such as a training session was conducted for Board members on the topic “Petrochemical Market Landscape” by consultants from Bain & Company, aimed at providing insights into industry and market trends in the petrochemical and chemical sectors. The session also covered risk assessment and mitigation measures for potential business impacts. This knowledge supports the Board in strategic direction setting, business planning, governance, and identifying opportunities for competitive business expansion.

Details of Board of Directors’ Knowledge Development can be found under the topic of Development and Training of Directors on page 195 in Form 56-1 One Report 2024.

One Report 2024