Corporate Governance Structure
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 May 13rd, 2024, 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.
Board Composition
Executive Director : 1 persons
Non-Executive Director : 14 persons
Independent directors : 9 persons
Board Independence Statement
As of May 13rd, 2024, 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 StatementTenure of the board of directors
0-3 years
12 persons
4-6 years
3 persons
Average Board Tenure : 1.5 years
Board Industry Experience
| 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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| Lt. 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) / Chairman of the Risk Management Committee |
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| Mr. Somkiat Prajamwong | Independent Director (Non-executive Director) / 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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| 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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| Pol. Col. Dusadee Aryawuit | Independent Director (Non-executive Director) / Director to the Corporate Governance / Sustainability Committee |
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| Mr. Petai Mudtham | Director (Non-executive Director) / 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, / Chief Executive Officer |
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Board Skills Matrix
Number (Person)
Engineering: Industrial, Mechanical and Chemical Engineering
3
Energy and Petroleum
11
Materials Industry: Petrochemicals, Chemicals, Construction Materials, Containers & Packaging, Metals & Mining, and Paper & Forest Products
10
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
5
Laws: Civil/Commercial Law, Criminal Law, Public Law, Environmental Law, International / International Commercial Law and International Trade Law
12
National Security: Intelligence, Politics and/ Government, International Politics
14
Sustainability: Corporate Governance, and Environmental and Social Responsibility
12
Information Technology: Information Technology Management and Cybersecurity
7
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 enterprise risk management, accounting, laws, national security, sustainability, as well as informational technology and cybersecurity. Additionally, GC has 9 non-executive directors (64.3% 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 May 13rd , 2024).
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.