CORPORATE GOVERNANCE

Roadmap to Success

Approaches to good Corporate Governance are as follows:

  • Strategies
    • Good Corporate Government Policy
  • Action Plans
      • Charter of the Board of Directors, and Charters of the four Sub-committees: Audit Committee, the Corporate
      • Governance Committee, Risk Management Committee, and the Nomination and Remuneration Committee
      • 2017 Corporate Governance Code for listed companies
      • Defining clear scopes, policies and operation guidelines for sustainable management by the Corporate Governance Committee
      • Analyzing the mix of skills and expertise of the Board of Directors and developing the board’s potential
      • Assessing the Corporate Governance Report (CGR) for Listed Companies, by the Thai Institute of Directors
  • Filing and Reporting Performance
    • Filing and Reports in information systems on the board of directors’ meetings and the significant information of the board of directors
    • Report systems on information of the company, shareholders and the board of directors, in compliance with the regulations of the Securities and Exchange Commission (SEC), and the Stock Exchange of Thailand (SET)

Performance

Corporate Governance

The present board of directors is made up of the directors themselves and four Sub-Committees, namely:

Audit Committee, the Nomination and Remuneration Committee, Risk Management Committee, the Corporate Governance Committee GPSC defines a clear scope, roles, and responsibilities of the board of directors and the charters of the four Sub Committees, focusing on sustainable value creation across economic, social and environmental dimensions for all groups of stakeholders. At the same time, the company has committed to operating businesses with integrity, transparency and accountability, with the Corporate Governance Committee setting the company’s good corporate governance policy and approaches. The Corporate Governance Committee also constantly reviews the corporate governance policy and approaches by comparing them to international approaches. Performances of the board of directors and the management team are also under its supervision so as to comply with the good corporate governance code.

2017 Corporate Governance Code for Listed Companies

GPSC has been advised by the Corporate Governance Committee to apply the Securities and Exchange Commission’s 2017 Corporate Governance Code (CG Code). From the mutual assessment of the board of directors and management team, the company’s operation has been in line with all eight codes contained in the 2017 CG Code for Listed Companies. GPSC will also have its operations reviewed on a yearly basis to ensure that all are carried out in a proper manner, paving the way for the company’s future sustainability.

Selection and Nomination of the Board of Directors

The Nomination and Remuneration Committee is appointed to nominate and select the right persons to join the board of directors by taking into consideration the lists suggested by major and minor shareholders, as well as the directors’ pools from trustworthy organizations. The candidates’ qualifications are then considered in accordance with the company’s criteria and presented in the board of directors’ meeting and the general shareholders’ meetings for further approval.

The criteria for the nomination of the board of directors give priority to transparency and diverse qualifications of directors, in terms of independence, skills, experience, specialized expertise, with no limitations or discrimination regarding the gender, age, color, race, ethnicity, nationality or any other differences. The Board Skills Matrix is designed to identify individuals with valuable skills to make sure that the directors’ qualifications suit the company’s key objectives and targets, answer the stakeholders’ need, and comply with the laws and international CG codes. Details of the Board Skills Matrix are as follows.

Board of Directors’ Performance Evaluation

For optimal efficiency of the board of directors’ performance, GPSC has conducted annual performance evaluation of the board of directors, the sub-committees, and individual committee members. The Corporate Governance Committee proposes the evaluation methods, criteria and the evaluation forms at the board of directors’ meeting for approval. The annual evaluation covers performance of board of directors as a whole, performance of the four sub-committees, performance of individual committee members, both through self-evaluation and cross-evaluation. The secretary will then collate the evaluation results and suggestions from the meeting for maximum benefit of the development for operational approach. The following is the result of board of directors’ performance evaluation in 2019

Result of Board of Directors’ Performance Evaluation Average Score (%) 2019
Type1 : Performance of board of directors as a whole 91.66 (Excellent)
Type2 : Performance of individual committee members  
1. Self-evaluation 98.31 (Excellent)
2. Cross-evaluation 98.36 (Excellent)
Type3 : Performance of the four sub-committees  
1. Evaluated by the board of directors 99.00 (Excellent)
2. Evaluated by the committee (Self-evaluation) 96.33 (Excellent)
3. Evaluated by the Nomination and Remuneration Committee 96.11 (Excellent)
4. Evaluated by the Corporate Governance Committee 96.20 (Excellent)
5. Evaluated by the Risk Management Committee 91.22 (Excellent)

Clawback Provision: GPSC referred clawback provision to the section 85 of Limited Public Company Act, B.E.2535 (1992) ("Public Company Act") which requires directors to perform the duty with responsibility in accordance with the law, objective, and articles in association of the company. In case any directors does not perform any act or fail to comply which cause damage to the company, the company may claim a compensation from such director.

Board of Directors Training

In addition to appointing qualified candidates in various fields as the company’s Board of Directors , GPSC has also continually put an emphasis on skill and knowledge development among our senior members.

In the year 2019, our directors have participated in an array of training programs for necessary skills and knowledge needed to enhance their performance as follows;

Course

Training Institute No. of Directors Attending
Business Revolution and Innovation Network : BRAIN The Federation of Thai Industries 1
The Executive Program in Energy Literacy for a Sustainable Future Thailand Energy Academy(TEA) 1
The National Defence Course The National Defence College of Thailand 1
Advanced Strategic Management for Corruption Prevention and Suppression Strategy Course Office of the National Anti-Corruption Commission 1
Milbank@Harvard Corporate Counsel Program Harvard Law School, Cambridge, Massachusetts, USA 1
Capital Market Leader Program Capital Market Academy (CMA) 1
Director Accreditation Program Thai Institute of Directors (IOD) 1
Newly Appointed Directors Orientation Internal Training by GPSC 8