Corporate Governance Structure
Targets
GC conducts business with responsibility, transparency, accountability, fairness, ethics, and consideration for all stakeholders. GC has achieved an excellent level of stakeholder confidence (80% or above).
Challenges and Opportunities
GC recognizes the importance of conducting business in accordance with the principles of good corporate governance, aligned with international standards and supported by a robust management structure. This approach helps minimize legal and financial risks, enhances stakeholder trust, attracts investment, and promotes long-term sustainable business practices. To ensure transparent governance and gain stakeholder confidence, GC is committed to responsible management, transparency, and strict compliance with applicable laws, regulations, and global standards. GC also promotes diversity within the Board of Directors to ensure a broad range of perspectives that reflect stakeholder needs and expectations. These commitments aim to enhance GC’s investment appeal and market value, while reducing exposure to legal and financial risks. Through building stakeholder confidence and fostering investor interest, GC continues to strengthen its position in the capital market.
Business Strategies
GC has appointed the Board of Directors and assigned their roles in corporate governance. The Company has also established the Corporate Compliance Policy and taken continuous actions to improve processes in compliance with international principles and standards. Meanwhile, GC fosters a corporate culture that adheres to ethics while encouraging executives and supervisors to act as a role model for employees at all levels. A system has also been put in place to track business operations and performance. Accordingly, any activities that are inconsistent with the principles of Corporate Governance and the Business Code of Conduct can be reported by stakeholders through GC’s whistleblowing channels for further appropriate actions.
Management Approach GRI 3-3 (2021)
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 Board of Directors’ and/or Shareholders’ Meetings for consideration and approval of director’s appointment. The process of nominating directors must be made in a systematic and transparent manner in accordance with 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 directors shall take into account GC’s Articles of Association, the 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 or ethnicity 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 the Thai Institute of Directors Association (IOD) or the compilation of a list of candidates provided by the Nomination and Remuneration Committee. 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) Nomination and appointment of Directors on page 17-18 in Corporate Governance and Business Code of Conduct Handbook as well as the Company’s criteria for nomination and appointment of directors.
Board Composition and Board Independence Statement
As of February 28th, 2025, GC’s board composition comprises 15 directors, fourteen of whom are non-executive directors and one executive director. In addition, GC clearly determines the board’s structure, composition, qualification as well as duty and responsibility to suit the size and nature of its 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 roles and responsibilities efficiently and exercise independent judgment. The roles and responsibilities of the Chairman of the Board of Directors and the Chief Executive Officer are clearly separated. The two positions must not be held by the same person. In addition, GC establishes the definition of Independent Director Qualification which is different and more stringent than the 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 the Independent Director Criteria of S&P Global CSA.
Additionally, GC recognizes the importance of corporate management in today’s complex and highly competitive environment. Directors and executives are required to perform their duties in compliance with the law, the Company's objectives and regulations, as well as resolutions passed by the Board of Directors and shareholders' meetings. They must act with honesty, integrity, and careful regard for the best interests of the Company, avoiding negligence or intentional actions that could cause damage to the Company.
However, even actions taken within the proper legal framework and with the intention to benefit the Company may still affect the interests of stakeholders and could result in directors or executives being personally sued or held liable. Therefore, GC has procured Directors and Officers Liability Insurance (D&O Insurance), established internal regulations, and entered into agreements with directors to provide protection and indemnity for directors facing legal claims or liable for damages arising from their duties. These measures are aimed at managing risks effectively and fostering confidence in the Board’s governance and decision-making processes.
The Board of Directors plays a critical role in setting GC’s vision and strategies, and in overseeing its operations to ensure transparent, ethical conduct, and adherence to good corporate governance principles. This includes strategic decision-making, risk management, internal controls, audits, and the selection of qualified executives. while also promoting sustainability across environmental, social, and anti-corruption dimensions.
GC adopts the principle that “There is no limitation to director's liabilities” in cases where directors or executives, in the course of their duties, commit acts or omissions that may violate the law, the company’s objectives, Articles of Association, resolutions of the shareholders and Board of Directors, as well as principles of good corporate governance or relevant internal policies. This also includes actions that exceed their authority, are conducted in bad faith, or result in material damage to GC or its stakeholders.
Details regarding shareholder meetings and voting rights can be found in the Company’s Articles of Association, which are publicly available on the corporate website.
Board Composition
Executive Director : 1 persons
Non-Executive Director : 14 persons
Independent directors : 9* persons
*Remark: Independent directors are appointed in accordance with SEC regulations
Board Independence Statement
As of February 28th, 2025, GC board members comprise 14 non-executive directors. Of these, the Chairman of the Board of Directors is non-executive director and possesses independent qualifications, 13 are Independent Directors according to the criteria of S&P Global CSA, and 9 are Independent Directors according to SEC & GC Definition of Independent Director Qualification.
Board Independence StatementGender Diversity
Tenure of the board of directors
0-3 years
12 persons
4-6 years
3 persons
Average Board Tenure : 2.4 years
Board Industry Experience (As of February 28th)
| Name | Position | Industry Experience | Profile |
|---|---|---|---|
| Mr. Predee Daochai | Chairman / Chairman of the Independent Directors (Non-executive Director) |
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| Mr. Thanwa Laohasiriwong | Independent Director (Non-executive Director) / Chairman of the Audit Committee |
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| Mr. Pakorn Nilprapunt | Independent Director (Non-executive Director), Chairman of the Nomination & Remuneration Committee / Director to the Audit Committee |
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| Gen. Nimit Suwannarat | Independent Director (Non-executive Director), Chairman of the Corporate Governance ad Sustainability Committee / Director to the Audit Committee |
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| Mr. Grisada Boonrach | Independent Director (Non-executive Director) and Chairman of the Risk Management Committee |
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| Mr. Somkiat Prajamwong | Independent Director (Non-executive Director) and Director to the Nomination & Remuneration Committee |
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| Mr. Surachai Achalaboon | Independent Director (Non-executive Director) / Director to the Nomination & Remuneration Committee |
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| Pol. Col. Dusadee Aryawuit | Independent Director (Non-executive Director) and Director to the Corporate Governance and Sustainability Committee |
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| Mr. Wim Rungwattanajinda | Independent Director (Non-executive Director) / Director to the Corporate Governance / Sustainability Committee |
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| Mr. Patchara Anuntasilpa | Director (Non-executive Director) / Director to the Corporate Governance / Sustainability Committee |
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| Mrs. Nivadee Jaroensitipun | Director (Non-executive Director) and Director to the Corporate Governance and Sustainability Committee |
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| Mr. Petai Mudtham | Director (Non-executive Director) / Director to the Risk Management Committee |
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| Mr. Pongpun Amornvivat | Director (Non-executive Director) and Director to the Risk Management Committee |
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| Mr. Kongkrapan Intarajang | Director (Non-executive Director) |
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| Mr. Narongsak Jivakanun | Director (Executive Director), Secretary to the Board of Directors, Director to the Risk Management Committee, and Chief Executive Officer |
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Board Skills Matrix
Number (Person)
Engineering: Industrial, Mechanical and Chemical Engineering
3
Energy, Petroleum and Petrochemical/Materials
14
Economics: Finance/Banking, Fiscal, and Money/Capital Markets
10
Business Management: Organization Management, International Business, Marketing, Human Resource Management, Enterprise Risk Management, and Innovation
15
Accounting: Accounting/ Auditing and Internal Audit
4
Laws: Civil/Commercial Law, Criminal Law, Public Law, Environmental Law, and International / International Commercial Law and International Trade Law
13
National Security: Intelligence, Politics and/ Government, International Politics
15
Sustainability: Corporate Governance, and Environmental and Social Responsibility
13
Information Technology: Information Technology Management and Cybersecurity
8
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, petrochemical and materials, economics and finance, business management and enterprise risk management, accounting, laws, national security, sustainability, as well as informational technology and cybersecurity. Additionally, GC has 3 non-executive directors (21.43% of total non-executive directors) who have practical work experience and educational background in Materials Industry based on Global Industry Classification Standard (GICS) (Information as of February 28th, 2025).
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.
More detail on Board Industry ExperienceFurthermore, GC Board of Directors has appointed four sub-committees, consisting of Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee, and Risk Management Committee. These 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.