The policy laid down by the Board of Directors is to support, promote, facilitate and equitably safeguard all shareholders’ basic rights, including the right to receive adequate and timely information from the Company in appropriate form to help them with their decisions, the right to attend shareholders’ meetings and to vote on proposed resolutions on important policy changes, the appointment and removal of Directors, the appointment of auditors and the establishment of their remuneration, appropriation of the Company’s profits, equitable treatment in case of share buybacks, authorisation of significant transactions affecting the direction of the Company’s business operations, amendments to the Company’s Memorandum or Articles of Association, capital increases and decreases and the authorisation of special transactions, the right to propose agenda items in advance, to propose individuals for appointment as Directors and freely to express their opinions in shareholders’ meetings, each shareholder having the same number of votes as the number of shares held, there being no shares conferring special rights and no shareholders with rights over and above the basic rights referred to above. The Company has a policy of accommodating shareholders and attending to their convenience, as per the following examples.
1.1   The Company’s Board of Directors has determined that an Annual General Meeting of Shareholders be held each year within four months of the close of business of the previous accounting year, and that the Company inform not less than 14 days in advance of each shareholder’s meeting, the Company issues a call notice in both Thai and English stating the time, date, place and agenda of the meeting and providing relevant information together with the Directors’ opinion on each agenda item so as to give shareholders sufficient opportunity to study the information in advance of the meeting. The call notice is also posted on the Company’s website at least 30 days in advance, so any additions to the agenda can be made well in advance, avoiding last-minute changes.
1.2    The Company gives shareholders the opportunity of querying information relating to agenda items or of submitting questions to the Company not less than 14 days in advance of the meeting by e-mail (omd_ir@thairung.co.th) or fax (02-814-5032), to promote shareholders’ opportunities to express their opinions to the Company.
1.3   The Company endeavours to make it as convenient as possible for shareholders to exercise their rights at shareholders’ meetings, arranging meetings on business days at the Company’s head office in Bangkok which is conveniently located and well connected. It has adopted the barcode system to speed up the processes of registering attendants and counting votes and prepares revenue stamps for shareholders’ use in granting proxies for their greater convenience.
1.4   The Company hands out voting cards for each agenda item and uses a barcode system to count the votes. Before the meeting starts, all rules and procedures governing the meeting are announced and clearly explained, including the method used to count shareholders’ votes on each agenda item. For proposed appointments of Directors there is a card for each individual candidate, allowing shareholders to vote on each individual separately. Information on individuals to be proposed for appointment as Directors is disclosed in the letter of invitation to the shareholders’ meeting, the information comprising name, photograph, age, academic record and Directors’ training courses, work experience and shareholding in the Company, for shareholders to study before reaching a decision. All the cards are collected and retained as verifiable evidence and the vote counting is overseen by an external legal consultant or volunteer shareholders acting as scrutineer.
1.5   Throughout the meeting shareholders are welcome to express their opinions and to ask questions, all of which are answered. Complete and accurate minutes are taken of each meeting, which is also recorded on video and published on the Company’s website so that shareholders unable to attend the meeting can view it subsequently.
1.6    The Company’s Board of Directors attaches great importance to shareholders’ meetings, and all Directors endeavour to attend all such meetings, particularly the Chairman of the Board of Directors and the Chairmen of the various committees, so as to facilitate questions and answers on matters relating to each.
1.7   After each meeting the Company reports the resolutions passed, together with clear details of the voting on each agenda item, to the SET and on its website on the following business day and sends a full report of the meeting to the SET within 14 business days, also publishing this report on its website for shareholders to examine.

 

The policy of the Company’s Board of Directors is to treat all shareholders equally and fairly so as to safeguard their basic rights.
2.1 Details of treatment of shareholders
         2.1.1 The Company accommodates shareholders who are unable to attend in person by allowing them to appoint another person as proxy or to appoint one of the Company’s independent directors to act as proxy by sending the proxy form to the Company in advance of the meeting. The Company’s Board of Directors accommodates shareholders who are unable to attend meetings in person, enabling them to vote by proxy. The Company also makes available the name of at least one independent Director whom shareholders have the option of appointing as their proxy, and provides as part of the letter of invitation to the meeting, information on each one, comprising name, age, address, positions held, academic record, work experience, shareholding in the Company and whether the Director is an interested party with regard to any particular agenda items. The Company makes available a form of proxy which enables shareholders to give instructions on how votes are to be cast on each item; however shareholders are free to use any form that complies with the criteria published by the Department of Business Development of the Ministry of Commerce.
         2.1.2 The Company has established criteria and procedures for extending the opportunity to minority shareholders to put forward names of suitable individuals to be considered for nomination as Directors of the Company and to propose agenda items for ordinary general meetings of shareholders in advance, in the period from October to December each year, in accordance with the criteria laid down by the Company and published through the SET Community Portal (SCP) and the Company’s website.
2.2 Prevention of Conflicts of Interest
         2.2.1 The Company’s Board of Directors requires the top four Directors and senior executives counting from the Chairman to submit a Form for Reporting Interests of Directors and Executives, reporting to the company any interests of their own or of related persons that relate to their administration or management of the business of the Company or its subsidiaries, pursuant to Section 89/14 of the Securities and Exchange Act of 2008 and Announcement Thor Jor 2/2009. The report must be submitted whenever there is a change in circumstances, and in any case annually as at 1 July, the information to be sent each time to the Company Secretary with copies of the report to the Chairman of the Board and to the Chairman of the Audit and Corporate Governance Committee to provide assurance that Directors and senior executives are performing their duties with due care and integrity (fiduciary duties), taking decisions without being interested parties, whether directly or indirectly, and discharging their duties in the best interests of the Company and its shareholders.
         2.2.2 As regards any future Related Party Transactions the Company will act in accordance with all relevant laws, and with all relevant orders, proclamations and regulations of the Stock Exchange of Thailand, including regulations regarding the disclosure of information on Related Party Transactions and on the acquisition or disposal of significant assets by the Company as follows:
            - In the event that, the size of the transaction having been calculated in accordance with Stock Exchange of Thailand criteria, it transpires that the transaction requires approval by the Board of Directors, the transaction must be submitted to the Board of Directors for consideration. In the event that the Audit Committee disagrees, the proposal can nevertheless be placed before the Board and an appropriate record made in the minutes.
            - In the event that, the size of the transaction having been calculated in accordance with Stock Exchange of Thailand criteria, it transpires that the transaction requires approval by a meeting of shareholders, then the transaction must first be submitted to the Audit and Corporate Governance Committee for consideration and, if approved, onward submission to the Board of Directors, which in turn will, if approved, propose it to a meeting of shareholders.
         2.2.3 In meetings of the Board of Directors or of shareholders, any Director, senior executive or shareholder who is an interested party in any agenda item must disclose to the meeting information on his or her own interest and that of related persons, and will not be entitled to vote on that particular agenda item, so that the meeting can consider transactions that might involve conflicts of interest and reach decisions in the overall best interests of the Company.

The Board of Directors attaches importance to dealing with all its stakeholders, such as shareholders, employees, customers, suppliers, creditors, competitors, joint venture partners, the community, society and the environment, with sincerity, honesty and impartiality. The Board of Directors has produced and issued to all Directors, executives and employees a written Code of Conduct to which they must adhere in performing their duties in accordance with the Company’s mission, as follows.
3.1   Policy and guidelines for dealings with stakeholders
         - Shareholders: the Company attaches great importance to its shareholders, and carries on its business with sincerity, integrity and fairness, treating all shareholders equitably, for the greater benefit of all concerned.
         - Employees: the Company firmly believes that its employees constitute the organisation’s most valuable resource, and is therefore determined to recruit and look after good people with know-how, capability and integrity, and also focuses on developing individuals’ potential to help employees advance, while providing them with appropriate and fair remuneration and various welfare benefits aimed at promoting a cooperative work atmosphere in which initiative and creativity can thrive to the benefit of the organisation. Apart from this it also attaches importance to treating its employees and contractors fairly and to their health and safety and appropriate working environment.
         - Customers: The Company is devoted to and responsible to its customers, supplying them with quality standard goods and respecting their confidentiality, earning and building on their trust, which is an important factor in the success of the Company’s business, treating them courteously and with humility and constantly seeking ways to meet their expectations, boosting efficiency and thus customer satisfaction.
         - Trading partners/creditors: : the Company deals equitably and fairly with its suppliers and creditors on the basis of mutually beneficial arrangements in the Company’s best interests. It has systems in place for selecting suppliers and contractors providing assurance that its dealings with suppliers will be in accordance with agreements or commercial conditions and that its financial borrowings, repayments and guarantee transactions are all in accordance with terms and conditions agreed with creditors.
         - Joint venture partners: the Company respects the rights of its joint venture partners, deals with them fairly in all respects and cooperates fully with a view to ensuring that the joint venture achieves its objectives.
         - Community, society and environment: the Company’s policy is to conduct its business in accordance with principles of corporate social responsibility (CSR), aiming to build good relations based on mutual acceptance and trust, taking account of its possible effects on all stakeholder groups, attaching importance to activities in support of society and conscientiously taking care of the community in which it operates, while at the same time cultivating an attitude and corporate culture such that its employees play an active part in implementing its corporate social responsibility policy.
3.2    The Company has established a policy on the use of Company resources and assets and intellectual property (the Corporate Assets Policy), which seeks to promote the correct use by executives and employees of goods and services subject to copyright, patent or trade mark and urges them to avoid supporting or condoning any product or action that infringes intellectual property law. It further exhorts them to pay attention to the efficient use of resources such as raw materials and energy such as electricity, water, gas and compressed air used in the production processes so as to reduce both costs and the environmental impact, and to make efficient use of the Company’s assets so as to enhance competitiveness and service to customers. To this end it has established guidelines in the “Guide to Corporate Governance and Code of Business Ethics”, urges employees to give importance to the environment and work together to help take care of it, starting with the environment within the Company, through campaigns to save electricity and water, reduce the quantity of paper used by means of re-use and increased use of electronic communication and constantly monitors compliance with the policy in the productivity enhancement working systems meeting.
3.3    The Company attaches importance to care of the environment and energy saving and has established an Energy Management working group to oversee implementation of the Company’s energy saving policy. The Energy Management working group reports quarterly on progress to the productivity enhancement working systems meeting.
         In 2020 the Company carried out an important project to cut its energy consumption, consisting of changing all its incandescent and fluorescent light bulbs and tubes to LED lighting powered by solar cells, which enabled it to reduce it electricity consumption by 79,664 kWh per year with savings of approximately Bt.318,816 per year.
3.4   The Company strives to combat corruption and to raise employees’ awareness and ensure that they all perform their duties transparently and with integrity. The Company has established a policy and guidelines on measures to protect against corruption in the form of giving or accepting gifts or any other benefits as an inducement to do anything dishonest, unlawful or against the Company’s interests. The Company issued an announcement and held a meeting in which it required all directors, executives and employees to comply strictly with the policy.
3.5   The Company has made arrangements for channels of communication to enable it to receive opinions and suggestions from all stakeholder groups, with a view to improving and developing its products, services and organisation, making it stable and able to compete successfully in the long term. Stakeholders can report any cases of corruption, unlawful actions or acts in breach of the Company’s codes or policies or other matters direct to the Audit and Corporate Governance Committee or Company secretary as follows:
          1) Audit and Corporate Governance Committee

	E-mail Address: auditcommittee@thairung.co.th
	Post:       Chairman of the Audit and Corporate Governance Committee,
	Thai Rung Union Car Plc,
	304 MaCharoen Road, Khwaeng Nongkhangphloo,
	Khet Nong Khaem, Bangkok 10160

          2) Company Secretary (Khun Phakkawat Suwanmajoo)

	E-mail Address: phakkawat@thairung.co.th
	Tel. 02-420-0076 ext. 387, 251, 333
	Post:       Company Secretary,
	Thai Rung Union Car Plc,
	04 MaCharoen Road, Khwaeng Nongkhangphloo,
	Khet Nong Khaem, Bangkok 10160

         3) The Company’s website: www.thairung.co.th “Contact the Company”
          Details of methods and channels for reporting can be found in section 2 “Whistleblower Policy: fair treatment and protection of employees or stakeholders who report cases of corruption or unlawful actions” of the Company’s Code of Conduct. In 2020 there were no reports of corruption or unlawful actions.
3.6   The Company has a policy and mechanisms to protect the anonymity of informants and complainants, who indeed do not even have to reveal their names to the Company if they do not wish to do so, and the Company keeps the information confidential. Informants can thus feel confident that there will be no repercussions from their actions. The Company charges the Audit and Corporate Governance Committee with investigating the information or complaint and reporting direct to the Board for appropriate action to be decided on.
Details of the procedure when such reports or complaints are received and measures for protecting whistleblowers can be found in section 2 “Whistleblower Policy: fair treatment and protection of employees or stakeholders who report cases of corruption or unlawful actions” of the Company’s Code of Conduct.
3.7   The Company attaches importance to playing a useful role as regards the community, society and religion, for example through financial or material donations in support of various charitable organisations, granting scholarships every year to children of the Company’s employees and pupils of schools located near the Company, supporting the Buddhist religious clubs in the Company, arranging important religious activities in the Company on an ongoing basis throughout the year.
3.8   The Company pays close attention to the health and safety of all its employees concerning its policies on safety and health at work and the work environment, for all employees to cooperate in strict observance.
3.9   The Company attaches great importance to its employees, who constitute one of its most important resources. It has a policy of looking after its employees consistently, and has arranged to provide various appropriate welfare benefits such as buses to transport workers to and from the factory, a canteen, uniforms, accident insurance, annual health checks, a clinic and a library. as well as short- and long-term remuneration, and to enable them to save and provide for their retirement the Company has established a provident fund and arranges both reserve funds and contributions, with benefits paid to employees.
3.10   The Company has made arrangements for channels of communication to enable it to receive opinions and suggestions from its employees. One example is the employee suggestion scheme, in which each employee has a target of 12 suggestions per year, and suggestions go straight from the suggestion box to the Managing Director.

The Company’s policy is to conduct its business in a transparent and verifiable manner and to disclose complete, accurate and timely financial and non-financial information on the business, its results and future prospects in both English and Thai to all interested parties through easily accessible and reliable channels

4.1   The Company has set up a ‘Share Register and Investor Relations Department’ within the Office of the Managing Director. The duties of this department are to disclose correct, complete, transparent information, whether financial or of a general nature, and it is also responsible for communicating with outside parties such as shareholders, institutional and other investors, analysts and relevant government departments in a fair and equitable manner. I nvestors can request further information about the Company by contacting:
   Share Register & Investor Relations Department, Office of the Managing Director
            Tel: 0-2420-0076 ext. 321 or 359,
            Fax: 0-2814-5032
            e-mail: naiyana@thairung.co.th or omd_ir@thairung.co.th
           or by visiting the Company’s website: http://www.thairung.co.th

4.2   The Company discloses information in accordance with the criteria established using the Stock Exchange of Thailand’s SET Community Portal (SCP) system, by way of Form 56-1 for the disclosure of annual information, as well as submitting its Annual Report and disclosing important information in both Thai and English on the SET Community Portal (SCP) and on the Company’s website.

4.3   The Board of Directors discloses the roles and duties of the Board and of the various Board Committees and the number of times the Board and each committee met during the year and individual attendance records, including shareholder’s meetings, in Form 56-1 for annual information and in the Company’s Annual Report. (For details please refer to Management Structure and Number of Board Meetings held and individual Directors’ attendance record)

4.4   In accordance with Section 89/14 of the Securities and Exchange Act and SEC Announcement Thor Jor 2/2009 which came into force on 1 July 2009, the Company requires its Directors and top four executives of the Company starting with the President to report to the Company any interests of their own or of related persons that relate to their administration or management of the business of the Company or its subsidiaries in every times that have changed information and at least once a year, on 1 July of every year, so that the Company shall have the necessary information for proceeding in accordance with rules regarding related party transactions where conflicts of interest might arise to the detriment of the Company and its subsidiaries.

The Company’s Board of Directors is well aware of the important role it plays in controlling and monitoring business for the greatest possible good of the Company, its answerability to shareholders for the consequences of its actions in carrying out its duties and the importance of its operating independently of management.
5.1   Structure and Organisation of the Board of Directors
5.1.1   The Board is composed of a number of Directors appropriate to the size of its business, but in any case not fewer than five, of whom at least one third, and in any case not fewer than three, must be independent Directors. Directors are appointed and removed by the General Meeting of Shareholders. The term of office is three years, and there is no limit on the number of terms of office a Director may serve. At present, the Board of Directors of the Company consists of eight persons consist of three independent directors or 37.50% of total Board member
5.1.2   Directors’ Characteristics: Directors must be knowledgeable, capable and ready to perform their duties, and must have the following characteristics:
          1)must not be subject to any of the prohibitions deriving from the Public Limited Companies Act or regulations of the Securities and Exchange Commission
          2) must have knowledge, expertise and working experience appropriate to the Company
          3) must be able to devote sufficient time to the Company, especially for important decisions
          4) must be of undoubted integrity and possess such other qualities as the Company may deem appropriate
5.1.3   Holding of position as director in other listed companies
In order to ensure that each Director is able to devote sufficient time to his or her duties, the Company’s Board of Directors has established that no Director should occupy a position as director with more than four (4) other listed companies. This does not include subsidiaries, group companies or joint ventures in the control or management of which the Company needs to be involved.
5.1.4   Characteristics of independent Directors: independent Directors must conform to the Company’s definition of independent Director which is as established by the SEC. (details as per heading re Independent Directors). Every independent director must be appropriately qualified in a branch of professional activity that is relevant to the conduct of the Company’s business and in line with its business strategy.
5.1.5    Term of office of independent Directors
The Company’s Board of Directors has established that the term of office of independent Directors shall not exceed nine (9) years counting from the date of the Ordinary General Meeting of Shareholders held in April 2018. The Board may propose to the General Meeting of Shareholders that it appoint such Directors to a further term of office, but in such case they shall lose their status as independent directors.
5.1.6   Diversity of Directors (Board skill Matrix): the Board of Directors has established a policy of diversity for the Directors of the Company. Directors must come from a variety of professional backgrounds with different qualifications needed for the effective governance of the Company. They must have knowledge, capabilities and experience, and both hard and soft skills that contribute to administering the Company’s business efficiently. In selecting new directors consideration will be given to such necessary skills as may be lacking in the Board of Directors and are in line with the Company’s business strategy, and use will also be made of the “Director Pool” database from the membership directory of the Thai Institute of Directors (IOD).
5.1.7   The President cannot be the same person as the Managing Director. The Board of Directors has clearly defined the President and Managing Director’s powers and duties so that no single person has unlimited power. (For details please see re Company Administrators) This arrangement makes for better checks and balances and control.
5.1.8   The Board of Directors has appointed a Company Secretary to perform the duties of setting up and maintaining a register of Directors, arranging letters calling Board meetings, minutes of Board meetings, letters of invitation to and minutes of shareholders’ meetings and to keep records of Directors’ and executives’ interests and perform such other duties as may be established by securities legislation. The Company Secretary must be a person whom the Board find suitable, with the necessary legal knowledge and competence and the ability to conduct corporate secretarial matters in accordance with the law, Articles of Association and other relevant regulations and to take responsibility for taking care of corporate governance matters.
5.2 Role, Duties and Responsibilities of the Board of Directors
5.2.1   The Board of Directors’ powers, duties and responsibilities involve deliberating on, approving and acting on various matters. Details can be found in Form 56-1 and in the section headed “Management Structure” of the Annual Report.
5.2.2   The Board of Directors plays a part in establishing the Company’s vision, mission and business strategies and reviewing them at least once every year, as well as monitoring and overseeing constant compliance with the strategies laid down on a quarterly basis and also in ensuring independently that management proceeds in accordance with work plans efficiently and effectively for the overall benefit of the Company and its shareholders. In addition the Board establishes internal control systems and an effective internal audit, and constantly monitors them through meetings of the Audit and Corporate Governance Committee and Board meetings.
5.2.3   The Board of Directors has established written corporate governance policies and a Code of Ethics, and it reviews these policies and monitors compliance with them constantly.
5.2.4   The Board of Directors has established guidelines for the careful consideration of transactions involving possible conflicts of interest for the Company and its shareholders, whereby anyone having an interest in any agenda item must disclose such interest to the meeting, and foregoes the right to take part in deciding on that item.
5.2.5   The Company’s Board of Directors attaches considerable importance to risk control and management systems, and has accordingly established a Risk Management Committee to establish duties and policies and a framework for managing the Company’s overall risk situation, covering the various risks that might affect the Company’s results and reputation, as well as establishing an internal audit department to ensure that basic working practices and important financial transactions are conducted in accordance with established guidelines and in an efficient manner. In order to make sure that the internal audit department can perform properly and independently, the Board has instructed it to report direct to the Audit and Corporate Governance Committee.
5.3 Board Committees
5.3.1   The Board of Directors has established four Committees: the Audit and Corporate Governance Committee, the Executive Committee, the Risk Management Committee and the Nomination and Remuneration Committee, For a list of names of Directors, their powers and duties and other information on each Committee, please refer to the details on the structure of the Board of Directors and the heading List of Names of Directors in Form 56-1 and the Company’s Annual Report.
5.3.2   The Chairman of The Board cannot be the chairman or a member of a Board Committee, and a majority of the members of each Committee must be Independent Directors. The chairmen of the Audit and Corporate Governance Committee and the Nomination and Remuneration Committee must also be Independent Directors in the interests of transparency and to ensure that they can perform their duties independently.
5.4 Board Meetings
5.4.1   The Company’s Board of Directors establishes a schedule of Board meetings in advance for each year. Meetings take place at least once a quarter, with additional special meetings being held as and when necessary, so that in any case there are at least six meetings in total during the year. The Company informs all Directors in advance of the schedule of meetings referred to above so as to enable them to plan their time and make themselves available for the meetings. Directors attach great importance to Board meetings and endeavour always to attend. In 2020 the Board met four times. The overall attendance rate for the year was 97%. Letters of invitation are sent at least seven days in advance clearly setting out the agenda and the Office of the Managing Director sends the Board papers for Directors to study not less than five days before each meeting. Each Director is free to suggest topics for the agenda, and to request additional information from the Managing Director or the Company Secretary.
5.4.2   At meetings of the Company’s Board of Directors, the Chairman of the Board ensures that sufficient time is made available for Directors to discuss important problems thoroughly together, and the Managing Director always invites senior executives to attend Board meetings in order to provide additional detailed information to the extent that it is directly relevant to problems. One of the items on the agenda at all regular quarterly meetings of the Board is the following up of outstanding issues. Directors can express their opinions openly and freely. A written record is made of each meeting and, once the minutes have been approved by the Board, they are kept available for Directors and other concerned parties to examine.
5.4.3    The company arranges meetings of non-executive directors without the presence of management at least once a year to enable them to have free discussion on various problems or matters of interest such as the direction of management, corporate strategic plans for stable growth and succession plans. In 2020 one such meeting was held, in November. and the recommendations and suggestions were duly acted upon and followed up.
5.5 Board self-assessment
The Board of Directors has resolved that there should be an annual assessment of the overall performance of the Board and the Board committees, and has assigned the Nomination and Remuneration Committee to perform the annual assessment of the CEO’s performance. The assessment is of the Board’s overall performance, using the form provided by the Listed Companies Supervision Development Centre of the Stock Exchange of Thailand. The Company has designated the Office of the Managing Director to coordinate and summarise the assessment statistically, comparing it with that of the previous year, and the Company Secretary to report the findings to the Board of Directors, after which the Board confers and seeks ways to improve its performance and efficiency. The result of the evaluation in 2020 as follows:
5.5.1   The assessment of the Board’s overall performance,
       Avg. 3.84 out of a maximum of 4 points, or 96% (up by 1% from the previous year), considered “very good”, which is divided into six sections as follows:

Item	2020	2019
1. Structure and characteristics of the board	Avg. score 3.88	Avg. score 3.80
2. Roles and responsibilities of the board	Avg. score 3.79	Avg. score 3.68
3. Board meetings	Avg. score 3.92	Avg. score 3.71
4. The board’s performance of duties	Avg. score 3.84	Avg. score 3.77
5. Relationship with management	Avg. score 3.98	Avg. score 3.83
6. Self-development of directors and development of executives     development of executives	Avg. score 3.67	Avg. score 3.63

5.5.2 Committee self-assessment
          Avg. score 3.78 out of a maximum of 4, or 94.5% (down by 1% from the previous year), considered “very good”, which is divided into six sections as follows:

Item	2020	2019
1. Appropriateness of structure and characteristics of the committee for efficient operation	Avg. score 3.91	Avg. score 3.95
2. Efficiency of committee meetings	Avg. score 3.75	Avg. score 3.75
3. Role and duties of the Audit and Corporate Governance Committee	Avg. score 3.97	Avg. score 4.00
4. Role and duties of the Nomination & Remuneration Committee	Avg. score 3.89	Avg. score 3.94
5. Role and duties of the Risk Management Committee	Avg. score 3.75	Avg. score 3.65
6. Role and duties of the Executive Committee	Avg. score 3.33	Avg. score 3.50

5.5.3 Assessment of CEO
       Avg. 3.96 points out of 4, or 99% (up by 1% from previous year), considered “very good”, which is divided into ten sections as follows:

Item	2020	2019
1.  Leadership	Avg. score 3.94	Avg. score 4.00
2.  Strategy formulation	Avg. score 3.87	Avg. score 3.93
3.  Strategy execution	Avg. score 4.00	Avg. score 3.78
4.  Financial planning/Performance	Avg. score 3.89	Avg. score 3.94
5.  Relationships with the Board	Avg. score 4.00	Avg. score 3.94
6.  External Relations	Avg. score 4.00	Avg. score 4.00
7.  Human Resources Management/Relations	Avg. score 4.00	Avg. score 3.93
8.  Succession plan	Avg. score 3.78	Avg. score 3.78
9.  Product/Service Knowledge	Avg. score 4.00	Avg. score 4.00
10. . Personal Qualities	Avg. score 4.00	Avg. score 3.83

 

5.6 Directors’ Remuneration
The Company has established a Nomination and Remuneration Committee, which is chaired by an Independent Director and is charged with setting policies, methodology and criteria for establishing the remuneration of Directors, the Chairman and the Managing Director fairly, transparently, in consonance with the Company’s results and each individual’s performance, in line with industry norms, and sufficient to reward Directors having the desired characteristics. Directors’ remuneration is subject to approval by a meeting of shareholders of the Company and to disclosure in the Company’s Annual Report and in Form 56-1 as required by the SEC. (For details please refer to Directors’ and Administrators’ Remuneration.)
5.7 Development of Directors and executives
5.7.1 The policy of the Company’s Board of Directors is to facilitate and support training and study for Directors by way of regular attendance of various courses run by the Institute of Directors (IOD). At present 50% of Directors have attended these courses. Details are as follows.

                           Name                                                               Course

1. Mr. Sompong Phaoenchoke	Director Certification Programme  26/2003
2. Ms. Kaewjai Phaoenchoke	Director Certification Programme 29/2003 Corporate Governance for Capital Market Intermediaries 10/2015
3. Mr. Suvait Theeravachirakul	Director Certification Programme 9/2001 Audit Committee Programme 15/2006 Successful Formulation & Execution of Strategy (SFE) 2010
4. Assoc. Prof. Dr. Pipop Udorn	Advanced Audit Committee Program 36/2020 IT Governance and Cyber Resilience Program 13/2020 Director Certification Program 270/2019 Director Accreditation Program 155/2018

 
5.7.2 The Company arranges induction programmes for new Directors. The Managing Director introduces the nature of the Company’s business and its basic orientation and the role, duties and responsibilities of the Directors, the reporting of Directors’ shareholdings to the Company and the SET and the annual declaration of Directors’ interest to the Company, Director’ remuneration, meetings of the various Board Committees for the year and the setting of the AGM, and encourages Directors to go on training courses, at the Company’s expense, to improve their knowledge and understanding in performing their duties in line with principles of good corporate governance.
5.7.3 With regard to the preparation of a plan for developing and testing the work of the Managing Director and top level Administrators, now under process by management team after finished they will propose to the Nomination and Remuneration Committee for consider this matter on due course.