Good Corporate Governance

GRI 103-2

The corporate governance management approaches of the company are as follows:

Strategy

Adhering to good corporate governance policies.

Process
  • Charter of the Board of Directors and Charter of 4 sub-committees: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Risk Management Committee and Corporate Governance Committee.
  • Principles of good corporate governance for listed companies in 2017 (Corporate Governance Code).
  • Screening and approving policies, as well as operating practices for sustainability management by the Good Corporate Governance Committee.
  • Analysis of areas of knowledge, expertise and potential development of the Board of Directors.
  • Evaluation of the Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute of Directors Association.
Storing and Reporting of Performance
  • Using a system for collecting and reporting information in an information system, such as reports of the meetings of the Board of Directors and crucial information regarding company directors.
  • Utilization of an information reporting system on the company, shareholders and directors according to the regulations and requirements of the Securities and Exchange Commission (SEC), as well as the Stock Exchange of Thailand (SET).
GRI 102-19
Corporate Governance

The current structure of the Board of Directors consists of the Board of Directors and 4 sub-committees, including the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Corporate Governance Committee. The Company has established the scope, authority, duties, and responsibilities of the Board of Directors, along with the Charter of the Four Sub-Committees with a focus on creating benefits and managing sustainability for all stakeholders covering in all economic, social, and environmental dimensions while conducting business fairly, transparently, and auditable. The Company's Corporate Governance Committee sets the company's policies and guidelines for good corporate governance, as well as regular reviews of the Company's good corporate governance principles in comparison with international practices and overseeing the performance of directors. In order to comply with the good corporate governance principles of various regulatory institutions, the Board of Directors has established a good corporate governance policy and has designated personnel at all levels as a guideline for their operations.

Corporate Governance Code for Listed Companies 2017

The Board of Directors has supervised the Company by implementing the Principles of Good Corporate Governance Principles for Listed Companies in 2017 (CG Code) of the Securities and Exchange Commission (SEC). According to the joint assessment of the Board of Directors and the Management Committee, the Company found that its business operation is comply with the 8 principles of good corporate governance for listed companies in 2017. Therefore, the Company will review such operations annually to ensure that the Company operates in a balanced manner to contribute to the sustainability of the business.

GRI 102-18, 102-22
Composition of the Board of Directors

The Company has a one-tier system board structure. The Board of Directors has established the nomination criteria, considering the diversity in the selection process, including skills, experience, gender, age, competence, and specific characteristics necessary for achieving the objectives and culture of the organization by establishing the Board Skills Matrix. Moreover, at least 1 - 2 independent non-executive directors must have experience in electricity, utilities, as well as related businesses.

(More details of the Board of Directors' structure can be obtained at and the qualifications of independent directors can be obtained More at)

GRI 102-24
Nomination and Appointment of the Board of Directors

The Board of Directors has appointed the Nomination and Remuneration Committee to nominate and scrutinize appropriate persons to be appointed as directors of the Company based on proposals of major and minor shareholders, including the list of directors and Directors' Pool of trusted entities, which are databases of directors who have compiled a list of qualified persons in various fields, and then the Nomination and Remuneration Committee will consider the qualifications of directors on various issues in accordance with the criteria set by the Company and present them to the Board of Directors' meeting and the AGM for further approval.

In the nomination of directors, the Board of Directors has established the criteria for nomination with a focus on transparency, considering the diversity of director qualifications, in terms of independence, knowledge, skills, experience, expertise, and diversity are deliberately included in the nomination process to promote and leverage the diversity of our board of director in terms of gender, race, nationality, religion, age, cultural background, or other differences, as the Company values its views, participation, and non-discrimination. The Board of Directors has established the table of board's knowledge and expertise elements (Board Skills Matrix) to ensure that the composition of the board as a whole is appropriate and complete as necessary to achieve the main objectives and goals of the organization, able to meet the needs of stakeholders. As a result, the composition of the current committee complies with international laws and principles of good corporate governance as the detail below.

GRI 102-27
Director Development

In addition to recruiting qualified persons in various fields to serve as directors, the Company continues to focus on improving the skills and knowledge of the Directors. The Company's directors have participated in training courses to develop their competence and knowledge as follow:

Course Training Institute Number of Directors Participating
IT Governance and Cyber Resilience Program (ITG) Course, Batch 16/2021 Thai Institute of Directors Association 1
Lessons Learnt from Financial Cases: How Board should React, Director Refreshment Program (DRP 3/2021) Thai Institute of Directors Association 1
Board skills and expertise

(GPSC's Board Skill Matrix, as of December 31, 2021)

Name-Surname Director Pool Skill / Expertise
Core Skills Specific Skills Experience
Policy Development Business Judgment Strategic Planning Finance& Accounting Internal Audit Law Corporate Governance&CSR Risk Management&Internal Control HR & Organization Development  Power Industry Expertise* International Business Innovation Management M - Management
A - Academia
C - Consulting
R - research
1. Mr. Pailin Chuchottaworn / / / / / / / / / / / / / M, A
2. Mr. Kurujit Nakornthap / / / /   / / / / / / /   M, A
3. Mr. Pakorn Apaphant / / / /   /   / / / / / / M, A
4. MG. Chaowalek Chayansupap   / / /   /   /   / /     M, A
5. Mrs. Nicha Hiranburana Thuvatham   /   /   /   / / /       M, A
6. Mrs. Saowanee Kamolbutr   / / / / / / /   / / / / M, A
7. Mr. Somchai Meesen   / / /       /   / /     M, A
8. Mr. Noppadol Pinsupa   / / /       / / / /   / M, A
9. Mr. Wuttikorn Stithit   / / / /       / / /     M, A
10. Mr. Atikom Terbsiri / / / / /     / / / / /   M, A
11. Mr. Wirat Uanarumit   / / / /     / / / / /   M, A
12. Mr. Kongkrapan Intarajang   / / / /     / / /   / / M, A
13. Mr. Lavaron Sangsnit   / / / /     / / /       M, A
14. Mr. Jeerawat Pattanasomsit   / / /         /   / / / M, A
15. Mr. Worawat Pitayasiri   / / / /       / / / / / M, A
Total 4 15 14 15 10 5 3 12 12 14 12 9 7  

Remark: *Expertise in the electrical industry, which complies with the Global Industry Classification Standard (GICS) in the electrical industry business category.

GPSC's Board Industry Experience, as of December 31, 2021
Name Surname Position Work Experience
1. Mr. Pailin Chuchottaworn
Chairman of the Board / Independent Director (Non-Executive Director) Mr. Pailin Chuchottaworn is a Chairman of the Board and independent director of GPSC Group since 2019. He has background in chemical engineering (Ph.D.) with more than 30 years working experienced with roles of being director, executive, advisor, expert in variety of industry sectors including utility, power, oil & gas, petrochemical, transportation, research & academic and governmental institutions. Mr. Pailin previously held the position as Chief Executive Officer of PTT Public Company Limited. Thus, he deeply understands on the insight of the business and strategic operations in the industry. Additionally, he also receives regular capacity building and training to continuously update and elevate his competency and skills on the critical issues such as director certification program, finance for non-finance directors program, certificate in Top Executives in the Energy Education Program from Thailand Energy Academy, etc.
2. Mr. Kurujit Nakornthap
Independent Director / Chairman of the Corporate Governance Committee / Member of the Audit Committee (Non-Executive Director) Mr. Kurujit Nakornthap received Ph.D. in Petroleum Engineering. He is an Independent Director, Chairman of the Corporate Governance Committee, and Member of the Audit Committee of GPSC Group since 2017. Before joining GPSC Group, Mr. Kurujit worked in the energy and utility sectors for a number of years. In particular, he worked for Electricity Generating Authority of Thailand as a Director and Chairman of the Board in 2011, switched to Ministry of Energy as General Director of Department of Mineral Fuels in 2014, and joined the National Reform Steering Assembly as Chairman of Energy Affairs Committee in 2015. In addition, he has received several trainings related to financials, energy and utilities, such as the Top Executives in the Energy Education Program from Thailand Energy Academy, Senior Executive Program from London Business School and Money Laundering Seminar.
3. MG. Chaowalek Chayansupap
Independent Director / Member of the Audit Committee (Non-Executive Director) Maj.Gen. Chaowalek Chayansupap is an Independent Director and Member of the Audit Committee of GPSC Group since 2016. Maj.Gen. Chaowalek was a member of the Corporate Governance Committee of GPSC Group in which he monitored and reviewed the GPSC corporate governance guidelines based on international practices of the energy and utility sectors. He brings unique perspective to the GPSC board as he served Royal Thai Army for multiple years. Also, he received a number of trainings including the Top Executives in the Energy Education Program from Thailand Energy Academy, and Logistics Management Course from the Royal Thai Army Logistics School.
4. Mrs. Nicha Hiranburana Thuvatham
Independent Director / Member of the Corporate Governance Committee (Non-Executive Director) Mrs. Nicha Hiranburana Thuvatham is an Independent Director and Member of the Corporate Governance Committee of GPSC Group since 2018. She has more than 10 years' experience in government sector. She previously held position as an advisor to the Prime Minister on social, Secretariat of the Prime Minister. Currently, she holds position as Deputy Secretary-General to the Prime Minister for administrative affairs. She is a key person who oversee and ensure good corporate governance and business transparency across the company.
5. Mrs. Saowanee Kamolbutr
Independent Director / Chairman of the Audit Committee (Non-Executive Director) Mrs. Saowanee Kamolbutr is an Independent Director and Chairman of the Audit Committee of GPSC Group in 2020. She has a strong understanding of the industry, particularly in utility power sector as she previously was an Independent Director of Glow Energy Public Company and Pacific Pipe Public Company Limited. In addition to the experience in energy sector, Mrs. Saowanee brings a unique perspective to the board as she has an experience in communication services and financials, as she was an Independent Director and Member of the Audit Committee of Interlink Communication from 2013-2017, and Deputy Permanent Secretary of Ministry of Finance from 2009-2012.
6. Mr.Somchai Meesen
Independent Director / Member of the Corporate Governance Committee (Non-Executive Director) Mr. Somchai Meesen is an Independent Director and Member of the Corporate Governance Committee of GPSC Group in 2020. He brings an information technology perspective to the board as he was a Director of Spring News and a Managing Director of Thansettakij Multimedia. In addition, his understanding of real estate from Aquarius Estate Company Limited in 2018 helps GPSC Group to shape and implement our strategies.
7. Mr. Wuttikorn Stithit
Director (Non-Executive Director) Mr. Wuttikorn Stithit is a Director of GPSC Group since 2019. He also currently holds a Senior Executive Vice President position of Gas Business Unit, PTT Public Company Limited. Mr. Wuttikorn has vast experience in an energy sector, as he was an Executive Vice President, Natural Gas Supply & Trading, PTT Public Company Limited and Executive Vice President, Natural Gas Distribution, PTT Public Company Limited before joining GPSC Group.
8. Mr. Atikom Terbsiri
Director / Member of the Nomination and Remuneration Committee (Non-Executive Director) Mr. Atikom Terbsiri received a master's degree in Finance and International Business from Armstrong University. He is a Director and Member of the Nomination and Remuneration Committee of GPSC Group since 2020. He is also a Chief Operating Officer, Upstream Petroleum and Gas Business Group of PTT Public Company Limited, and a Director of PTT Exploration & Production Public Company Limited. Mr. Atikom brings industry insights to the board with experience in the energy and utilities as the President and Chief Executive Officer of Thai Oil Public Company Limited, Senior Executive Vice President at PTT Public Company Limited, and a President of IRPC Public Company Limited. Mr. Atikom also received many trainings including the Executive Education Program from Harvard Business School and Executive Program in Energy Literacy for a Sustainable Future from Thailand Energy Academy.
9. Mr. Wirat Uanarumit
Director / Member of the Risk Management Committee (Non-Executive Director) Mr. Wirat Uanarumit is a Director and Member of the Risk Management Committee of GPSC Group since 2019. He received master's degree in Financial Management from Pennsylvania State University and Bachelor of Engineering (Electrical Engineering), Chulalongkorn University. Mr. Wirat brings a unique perspective to the board as he is also a Director and Secretary of the Board of Directors / Member of the Risk Management Committee / President and Chief Executive Officer of Thai Oil Public Company Limited.
10. Mr. Kongkrapan Intarajang
Director / Member of the Risk Management Committee (Non-Executive Director) Mr. Kongkrapan Intarajang is a Director and Member of the Risk Management Committee of GPSC Group Since 2017. His educational background was a chemical engineering, Ph.D. from University of Houston and electrical engineering, B.S. from Chulalongkorn University. Mr. Kongkrapan has responsibility for GPSC risk management as he has insights on from being a Director of the Risk Management Committee and Chief Executive Officer at PTT Global Chemical Public Company Limited. In addition, Mr. Kongkrapan brings international perspective to the board, as he was a director of PTTGC international Private Limited. He received several trainings related to energy and utilities including the Executive Program in Energy Literacy for a Sustainable Future, Thailand Energy Academy.
11. Mr.Pakorn Apaphant
Independent Director / Member of the Risk Management (Non-Executive Director) Mr. Pakorn Apaphant is an Independent Director of GPSC Group, appointed in April 2, 2021. Mr. Pakorn brings the utilities and information technology knowledge into the GPSC board from his previous positions. He was a director at Electricity Generating Authority of Thailand (EGAT), and an executive director at Geo-informatics and Space Technology Development Agency. Mr Pakorn hold a PhD in Civil Engineer from Purdue University, Indiana, USA. He is a key person who oversee risk management to ensure an effectiveness of risk management process across GPSC Group.
12. Mr.Noppadol Pinsupa
Director / Member of the Nomination and Remuneration Committee / Chairman of the Risk Management Committee (Non-Executive Director) Mr. Noppadol Pinsupa is a Director, member of the Nomination and Remuneration Committee, and Chairman of the Risk Management Committee. He hold a master's degree and bachelor's degree in Engineer from Chulalongkorn University. He joined the GPSC board in 2021. His recent work experience had been in the field of utilities, energy, and information technology, making Mr. Noppadol a valuable person to the GPSC board. He brings a wide experience ranging from risk management to finance, from anti-corruption to business management, and from leadership to sustainability.
13. Mr.Lavaron Sangsnit
Director / Member of the Corporate Governance Committee (Non-Executive Director) Mr. Lavaron Sangsnit is a Director of the Corporate Governance Committee. He joined GPSC in 2021. Mr. Lavaron brings a unique perspective into the GPSC board as he has experience in the Thai government, specifically Excise Department (2020 - present) and Ministry of Finance (2016-2018). Mr. Lavaron expertise lies in finance with more than 25 years of experience. His education backgroud is a master's degree in Economic Policy and Planning from Northeastern University, USA, and a Bachelor degree in Economic from Chulalongkorn University.
14. Mr. Jeerawat Pattanasomsit
Director (Non-Executive Director) Mr. Jeerawat Pattanasomsit is a Director. He joined the GPSC board in 2021. He holds a master's degree in Petrochemical Technology from Chulalongkorn University. He previously worked with renowned companies in the energy and petrochemical sectors, for example, Thai Oil PCL, Sak Chaisidhi PCL, and Thai Lube Base PCL. He also holds a position as an Executive Vice President-Power, New Business and Digitalization at Thai Oil PCL. Mr. Jeerawat also participated in several capacity building programs such as PTT-Harvard Business School Leadership Development Program from Harvard University, Director Certification Program from Thai Institute of Directors, and many more.
15. Mr. Worawat Pitayasiri
Director / Secretary to the Board / Member of the Risk Management Committee / President and Chief Executive Officer (Executive Director) Mr. Worawat Pitayasiri is a Director, Secretary to the Board, Member of the Risk Management Committee and President and Chief Executive Officer of GPSC Group since 2020. He also holds a position as a director of many utility organizations, such as Xayaburi Power Company, Ratchaburi Power Company and Glow Group. Previously, Mr. Worawat brings strong industrial and utility insights to the board, as he was a President at PTT MCC Biochem Company Limited, Executive Vice President, Downstream Business Group Collaboration at PTT Public Company Limited, and Executive Vice President, Downstream Business Group Planning at PTT Public Company Limited. He brings more than 20 years of in-depth experiences and operational insight that can strategically apply across the group effectively.
Performance evaluation of the Board of Directors by independent assessment

In 2021, the Company considered assigning Kincentric (Thailand) Co., Ltd., an independent external assessor. Conduct a performance evaluation of the Board of Directors with a total of 3 assessments, including the Board of Directors Assessment Form, the Individual Directors Assessment Form (Self-Assessment and other Directors), and the Assessment Form of the Four Sub-Committees (Faculty-by-Committee), which the Directors have evaluated all 15 members. Summary of performance evaluation of the Board of Directors and sub-committees is as follows:

Result of Performance Evaluation of the Board of Directors Average Score (%) 2021
Type 1 : Results of the evaluation of the entire board of directors 91.39 %
Type 2 : Individual Director Evaluation Results  
1. Self-assessment results 94.12 %
2. Cross evaluation results 94.65 %
Type 3 : Results of the Evaluation of the Sub-Committee  
1. Audit Committee 99.15 %
2. Nomination and Remuneration Committee 85.83 %
3. Corporate Governance Committee 97.27 %
4. Risk Management Committee 96.00 %
GRI 102-36

Global Power Synergy Public Company Limited (GPSC Group) has established guidelines for the President and Chief Executive Officer to determine appropriate remuneration that reflects the success of organizations and individuals. The Board of Directors, in accordance with the recommendations of the Nomination and Remuneration Committee, conducts performance evaluations and determines the remuneration of the President and Chief Executive Officer. By using the performance evaluation criteria set in conjunction with the self-assessment of the President and Chief Executive Officer.

  1. Performance related to key performance indicators (KPIs) in the short term covers the following indicators:
    • a. Financial returns (e.g. operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), net profit, return on assets (ROA), return on equity (ROE), and return on invested capital(ROIC))
    • b. Relative financial indicators compared to companies in the same industry (e.g. return on assets (ROA), return on equity (ROE), and return on invested capital(ROIC))
    • c. Other non-financial indicators (e.g. customer perspective, internal business process view, and learning and growth perspective)
  2. Performance aimed at building the company's long-term performance and management capabilities and leadership capabilities that will affect the company's long-term sustainability.

The success of these KPIs reflects short- term and long-term returns for the Chief Executive Officer and management. There is a transparent and reasonable process for determining compensation. Short-term compensation consists of salaries, bonuses, and other benefits, long-term compensation (e.g. long-term performance bonuses, etc.) will be given to chief executive officers and executives over a period of 4 years.

Performance and key performance indicators of CEO and executives

The Company evaluates the performance of chief executive officers, executives, and employees annually using the Core Performance Indicators of the Organization (KPI). Performance is evaluated based on: Creative Initiatives (70%) which supports corporate KPIs and special assignments and core behaviors (30%) which is evaluated according to the behavior of ACT SPIRIT

Long-term remuneration (remuneration linked to the share price, proportional to the duration of the share and the intermittent performance for variable remuneration) and provisions of recall

Global Power Synergy Public Company Limited (GPSC Group) Longest operating performance 1 Year in the variable remuneration assessment of the President and Chief Executive Officer While the maximum entitlement period is 4 years, the company has a clawback provision, the GPSC group cites the clawback provision under Section 85. of the Public Limited Companies Act B.E. 2535 ("Public Companies Act") and Section 89/7 of the Securities and Exchange Act B.E. 2551 (2008), which requires directors and executives to perform their duties responsibly in accordance with the law, objectives and regulations of the Company. In the event that any director or executive does not act in any way or fail to comply with the law, objectives and regulations of the Company and that caused any damage to the Company, the Company will claim for damages from such directors or executives and they may receive civil and/or criminal penalties under the law.

To drive and promote personal ownership as part of the behavior that the organization needs. The President and Chief Executive Officer encouraged the Company's employees, especially senior executives, to voluntarily hold the Company shares in order to build long-term commitment and trust from our investors. However, all must strictly comply with the regulations set out by the Securities and Exchange Commission. To prevent trading using insider data or unethical conduct. For more information on the number of shares held by the Chief Executive Officer and President, including executive members, please refer to the following:

Chief Executive Officer and President (as of Dec, 2021)
Position Multiple of base salary
Chief Executive Officer and President 0
Executive (Average) 0.28
Updated as of February 2022

The content above is based on sustainability reporting standards by The Global Reporting Initiative (GRI Standards) and externally validated and verified for accuracy of the reporting data at "Limited Assurance" level.