Chairman of the Corporate Governance,
Risk Management and Sustainable Development
Committee
Corporate Governance, Risk Management and Sustainable Development Committee Member
Corporate Governance, Risk Management and Sustainable Development Committee Member
Corporate Governance, Risk Management and Sustainable Development Committee Member
Report of the Corporate Governance, Risk Management and Sustainable Development Committee
The Corporate Governance, Risk Management and Sustainable Development Committee is comprised of four qualified directors, in which Prof. (adjunct) Athapol Yaisawang, who is an independent director, serves as Chairman of the Corporate Governance, Risk Management and Sustainable Development Committee, Mrs. Vallapa Assakul, Mr. Phongsarit Tantisuvanitchkul and Dr. Sombat Kitjalaksana serve as Corporate Governance, Risk Management and Sustainable Development Committee Members, in order to perform its duty to develop and recommend the Company’s corporate governance policies, monitor and assess the results of compliance with the corporate governance guidelines, consider a risk management plan, risk management process, including the duty to ensure that the Company’s overall risks be monitored, inspected, and reviewed to stay at an acceptable level. In addition, due to the fact that the Board of Directors values the sustainable development, it has assigned this Subcommittee an additional responsibility to cover work on the organization’s overall sustainability development to support the business operations which must ensure resilience and self-development for the sustainable and steady growth; as well as having the efficient corporate governance and risk management systems in place while simultaneously having social and environmental responsibility.
In 2022, it had its two meetings with the high-ranking Management Team, the essence of which can be summarized as follows:
1. Supervising to ensure the Company’s compliance with the principles of the Corporate Governance Code and Sustainable Development
The Board of Directors monitored and reviewed the good corporate governance practices and proposed it to the Board of Directors’ Meeting to consider reviewing and improving the corporate governance policy in order to strengthen the governance to cover the sustainability issues and to prepare for international acceptance and competition. In 2022, the Board of Directors has approved the additional practices in the following matters:
- Reviewing and improving the social responsibility and sustainable development policies to ensure compliance with the Company’s commitment to conducting its business based on the principles of sustainability which strikes a balance between economic, social and environmental aspects, taking into account good corporate governance, efficient risk management, as well as taking social and environmental responsibility, including the great emphasis on bringing benefits to all stakeholders in all dimensions as appropriate.
- Reviewing the Board of Directors’ Charter by adding its provision for the Board of Directors’ meeting in regard to voting that the minimum number of quorum in the course of voting by the Board of Directors in the meeting must be at least two-thirds of the total number of directors.
In the previous year, the Company continued to receive an excellent rating in the corporate governance survey results; its Annual Ordinary General Meeting of Shareholders’ assessment results was still exceptionable, deserving to be an exemplary company (for the 3rd consecutive year); and the Company was selected as one of 170 listed companies on the Thailand Sustainability Investment (for the 6th consecutive year). Moreover, the Company was assessed for good corporate governance of listed companies in ASEAN (ASEAN CG Scorecard) in the category of ASEAN Asset Class PLCs Award, as a listed company with sustainable business, taking into account Environmental, Social and Governance (ESG).
2. Risk management.
The Corporate Governance, Risk Management and Sustainable Development Committee followed up on the implementation of the 2022 annual risk management plan and found that the Company was able to carry out risk management as planned, except for the impact caused by the COVID-19 outbreak which significantly reduced the number of expressway and electric train users; as a result, the Company’s revenue did not meet the projection; and also agreed with the risk management plan for 2023 whereby assessment of the level of impact on the Company’s business and the likelihood of risks based on the current situation and emerging risks shall be conducted, and measures to manage risks to stay at an appropriate level shall be established.
In conclusion, the Corporate Governance, Risk Management and Sustainable Development Committee has already considered the matter and is of the opinion that the 2023 annual risk management risk plan is adequate and consistent with the current business condition; and that risk management plans and methods are also suitable.
Risk Management and Sustainable Development Committee
( Prof. (adjunct) Athapol Yaisawang )
Chairman of the Corporate Governance,
Risk Management and Sustainable Development Committee
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