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Board Effectiveness and Compensation

Knowledge Development for GC Board

GC encourages and supports all Board to receive necessary training programs related to the Board’s capability and knowledge development from Thai Institute of Directors and any other organizations in every year. This training will broaden knowledge and improve the board’s skill that will help propel the organization forward in its strategic direction. The essential training programs for directors 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 addition, GC assigned external lecturer and other expertise 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 efficiently.

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. Directors are also encouraged to participate in various activities to exchange opinions with experts who have experience at the national and regional levels; enhance the committee’s knowledge in applying corporate management; and promote and leverage knowledge and an improved understanding of good governance, which benefits the company’s business management.

Additional details of Knowledge Development for GC Board can be found in Page 182-183 of Form 56-1 One Report under the topic of Development and Training of Directors.

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Directors' Performance Assessment

The performance of the Board of Directors is assessed every year to help Directors review their performance and revisit problems and obstacles of the past year including three types of assessment, namely group assessment, cross-assessment (assessing another Director) and self-assessment. Additionally, GC has established Board KPIs according to the CG Code and the international criteria of the DJSI; they encompass six aspects 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

%

The result of the evaluation will be used to consider the remuneration for the Board of Directors and executives.

Result of the Evaluation Percentage
All board of director evaluation 94.8
Individual Evaluation 94.3
Cross Function Evaluation 96.6

Details of Directors’ Evaluation can be found in 56-1 One Report 2020 Page 122 and 184 under director’s performance assessment chapter

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

Excellent

In addition, GC has participated in the assessment conducted by Corporate Governance Report of Thai Listed Companies 2020: (CGR) from Thailand Institute of Directors (IOD). The assessment criteria includes

  • Shareholders' rights
  • Equity of shareholders
  • Roles of shareholders
  • Transparency and disclosure
  • Board's responsibility.

Nevertheless, in 2020, GC has amended the Corporate Governance & Business Code of Conduct Hand Book particularly on role and responsibility of the Board of Directors as follow

  • GC's Board of Directors must attend the meeting virtually at least 75% of total board meeting in a year
  • There must be board's evaluation from external audit
  • There are an increase of penalty for the directors that conduct frauds, breaches and corruptions

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 determines suitable remuneration for Directors based on the Company's financial standing and the practices of other SET listed companies in the same industry and of similar sizes, as well as each Director's responsibilities. Directors' remuneration must be approved by the shareholders annually at the Annual General Meeting of Shareholders.

Details of Directors’ Remuneration can be found in 56-1 One Report 2020 Page 121-122 under Directors’ Remuneration chapter

Directors' Remuneration Chapter