Corporate Governance Structure
Board Nomination and Board Diversity Policy
The Nomination and Remuneration Committee is charged with nominating and selecting qualified candidates for appointment as Directors. List of the said candidates shall be indeed presented to Shareholders’ and/or Board of Directors’ Meetings for consideration and approval of director’s appointment. The process of nominating directors must be made in a systematic and transparent manner under the Company’s criteria for nomination and appointment of Directors. In addition to considering laws and regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), the nomination of Director shall take into account GC’s Articles of Association, Corporate Governance and Business Code of Conduct Handbook, and Corporate Governance Code for listed companies 2017 (CG Code).
Moreover, GC also takes into account the Board Diversity Policy, which includes the ratio of Independent Directors and female Directors (Gender diversity), the diversity of race and nationality as well as the diverse knowledge, skills, experience and specialization that correspond with the Company’s business industry (Materials Industry) according to GC Board Skills Matrix without any discrimination based on gender, ethnicity, nationality, color, race, or religion. GC also considers the Directors’ Pool of trusted organizations, namely the State Enterprise Policy Office (SEPO) and Thai Institute of Directors Association (IOD). This would promote and achieve a diverse and suitable board composition, which enhances the Board of Directors’ performance consistent with the Company’s current and future business strategies and goals efficiently.
“Details of Board Nomination and Board Diversity Policy can be found under Item (9) on page 17-18 in Corporate Governance and Business Code of Conduct Handbook.”
Board Composition and Board Independent Statement
GC Board of Directors comprises of 15 members consisting of 14 non-executive directors and one executive director. Of these, two are female directors or 13% of total board members (Information as of January 31st, 2021). In addition, GC clearly determines board’s structure, composition, qualification, as well as duty and responsibility, which is appropriate for its business size and nature of the business.
Additionally, GC mandates that more than half of the Board of Directors must be Independent Directors. This is to ensure that Independent Directors and entire board members can fulfill their role and responsibilities efficiently and exercise independent judgment. To achieve this, GC establishes definition of Independent Director Qualification which is more stringent than those independent director qualification of Notification of Capital Market Supervisory Board Tor Jor. 39/2559 issued by the Securities and Exchange Commission of Thailand (SEC), and it is different from Independent Director Criteria of Dow Jones Sustainability Indices (DJSI).
GC Independent Director QualificationBoard size and Independence
Executive Director : 1 person
Non-Executive Director : 14 persons
Board Independence Statement
As of May 31, 2021, GC board members currently comprises 14 non-executive directors, and 8 of whom are SEC & GC Independent Directors.
Comparison of Definition of Independent DirectorGender Diversity
Tenure of the board of director
0-3 years
12 persons
4-6 years
1 person
7-9 years
2 persons
Average Tenure : 3 years
Board Industry Experience & Expertise according to Board Skills Matrix
Skills Matrix
(persons)
Engineering: Industrial, Mechanical, and Chemical Engineering
6
Energy and Petroleum
10
Materials Industry: Petrochemical, Chemicals, Construction Materials, Container & Packaging, Metal & Mining, and Paper & Forest Products
10*
Economics/Finance: Monetary/Banking, Treasury, and Capital Markets
11
Business Management: Organization Management, International Business, Marketing, Human Resource Management, Risk Management, and Innovation
15
Accounting: Accounting/ Auditing and Internal Audit
7
Law: Civil/Commercial Code, Criminal Code, International Law, and Public Law
6
National Security: Intelligence, and Politics/Government
9
Sustainability: Corporate Governance, Social and Environmental Responsibility
12
Information Technology: Information Technology Management and Cybersecurity
7
*Excluded the Chief Executive Officer (1 Executive Director) because DJSI assessment criteria under the topic of Board Industry Experience mandates that non-executive or independent directors shall have board industry experience in Materials Industry. This experience includes way of functions in management, academia, consulting, or research.
GC Board of Directors comprises of members who possess a wide range of knowledge, skills, expertise, and experience that would correspond with the Company’s business strategies, such as engineering, energy, petroleum, materials industry (petrochemical), economics and finance, business management and risk management, accounting, law, national security, sustainability, as well as informational technology and cybersecurity. Additionally, GC has 10 non-executive directors (66% of total board members) who have practical work experience and educational background in Materials Industry based on Global Industry Classification Standard (GICS) (Information as of May 31st, 2021).
For more details of educational background, Board Industry Experience and Expertise in Materials Industry based on GICS, please see the summary table of Board Industry Experience & Expertise
More detail on Board Industry ExperienceFurthermore, GC Board of Directors has appointed four sub-committee, consisting of Audit Committee, Nomination and Remuneration Committee, Corporate Governance Committee, and Risk Management Committee. Those committees directly report to the Board of Directors and have duties to oversee and perform their specific tasks with diligence and efficiency. Sub-committee members serve a term of office of three years each time.