Good Corporate Governance for Listed Companies 2012 of the SET by means that are suitable for the Company’s business operation, which would lead to good operating results, reliability of shareholders and stakeholders and long-term sustainable value creation of the Company. In FY 2017/18, the Company has complied with except for the following: 1. The Board of Directors should comprise of at least 5 members and not more than 12 members.
possessed the qualifications according to the Definition of Independent Directors of the Company and can perform their duties properly. 4. The Board of Directors should set a policy limiting the number of companies that each director can hold a directorship position to not more than 5 companies.
Clarification: At present, the Company has 14 directors who have knowledge, capability, skill, experience, and diversified expertise which are beneficial and necessary to the diverse business operations and suitable for the business size of the Company.
2. The Chairman of the Board of Directors should be an independent director.
Clarification: The Company does not specify that the Chairman should be an independent director because the 4 core businesses of the Company are complex, diverse and unique which require a leader who has capability, experience, and expertise as well as true knowledge and understanding of the business management. Even though the Chairman is not an independent director, the Company has set in place an adequate and appropriate internal control system, and an operation mechanism which has checks and balances, transparency, and can be verified. The Board of Directors adheres to their duties and performs their duties with due care and loyalty. The Board of Directors is also able to use their discretion independently in order to protect the benefit of the Company and the shareholders.
3. The Board of Directors should set a policy limiting the term of independent directors to not more than 9 years.
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Clarification: The Board of Directors has not yet set the policy limiting the term of independent directors because the Board of Directors has considered and viewed that the business nature of the Company requires the independent directors who has knowledge, expertise and professional experience in specific areas. Moreover, the independent directors of the Company have
BTS GROUP HOLDINGS PCL ANNUAL REPORT 2017/18
Clarification: The Board of Directors has not yet set the policy limiting the number of companies that each director can hold a directorship position because the Board of Directors has considered and viewed that according to the criteria on the nomination of directors of the Company, the Nomination and Remuneration Committee will consider the nominated persons from the knowledge, capability, expertise and appropriate experience, profile and qualification of not having any prohibited characteristics under the laws, independence, as well as the commitment in performing their duties. Therefore, the Board of Directors is of the opinion that the holding of a directorship position of more than 5 companies does not significantly affect the performance of the directors if the Company has the explicit, appropriate, and adequate criteria on the nomination of directors.
5. The Nomination Committee should entirely consist of independent directors.
Clarification: As of 31 March 2018, the Nomination and Remuneration Committee of the Company consists of 5 directors, divided into 3 independent directors and 2 executive directors. The number of the independent directors equals to 60% of the total members of the Nomination and Remuneration Committee. From the past performance of the Nomination and Remuneration Committee, all 5 members of the Nomination and Remuneration Committee have performed their duties independently in accordance with the duties and responsibilities as specified in the Nomination and Remuneration Committee’s Charter, and are capable to agree or object without any intervention from the executives. Therefore, the Board of Directors has considered and viewed that the composition of the Nomination and Remuneration Committee is appropriate and sufficient.