Page 138 - BTSGroup ONE REPORT 2021/22_EN

136 l Introduction l Nature of Business l Organisation and Shareholding Structure l Business Review l Corporate Governance l Financial Statements l Other Information l

More information on the Investor Relations Code of Conduct can be found Moreover, the Board of Directors has appointed the Advisory Board as part of
in the Corporate Governance Policy and Code of Business Conduct of the its organisation chart to have the role to provide useful advice and suggestions
Company at https://www.btsgroup.co.th/u/en/2021/corporate-governance- for the businesses of the Company and its subsidiaries.
policy-and-code-of-business-conduct
Separation of power, duties and responsibilities of the board of directors
Board Responsibilities and the management: The Company has a management structure that clearly
Significant policies and guidelines for the Board of Directors are as follows. defines the separation of power, duties and responsibilities of the Board
of Directors and the Management. The Board of Directors, as the policy
Roles and responsibilities of the board of directors: The Board of Directors supervisor, has the duties to define the Company’s vision, mission, values,
has the duties and responsibilities to determine the Company’s policy, vision, strategy and long-term goals, including overseeing, monitoring, and evaluating
mission, values, strategy and goals. In addition, the Board of Directors also the performance of the Management. The executives, as the management,
supervises and assesses the management and operation with an objective to has the duties to perform day-to-day operations to be efficient, effective and
increase shareholder value in the long run. In order to achieve this, the Board in compliance with the defined policies, vision, mission, values, strategy and
of Directors must ensure that its duties are carried out in compliance with long-term goals and report its performance to the Board of Directors on a
the laws, objectives, and the Company’s Articles of Association. Moreover, regular basis.
the Board of Directors must be mindful of corporate governance, conflicts of
interest, code of conduct, and business ethics. In addition, in order to support the performance of the Board of Directors,
enhance the effectiveness of the management governance system and promote
A summary of the duties and responsibilities of the Board of Directors can be the balance of power between the Board of Directors and the Management
found in the Corporate Governance Policy and Code of Business Conduct of pursuant to the good corporate governance principles for the utmost benefits
the Company at https://www.btsgroup.co.th/u/en/2021/corporate-governance- of the Company and shareholders. The Board of Directors shall appoint one
policy-and-code-of-business-conduct independent director to hold the position of lead independent director whose
roles, duties and responsibilities are as follows:
Composition of the board of directors and the subcommittees: The Board
of Directors shall consist of members in the number that is suitable for the (1) To represent the independent directors to consult with the Chairman of
size and business strategy of the Company. In addition, the Board of Directors the Board of Directors and the Management on matters that are relevant
shall establish subcommittees, i.e. the Audit Committee, the Nomination and and significant to the business operations of the Company, as well as
Remuneration Committee, the Sustainability Committee, the Risk Management serving as an liaison between the independent directors and the Chairman
Committee, the Executive Committee, and any other subcommittees as of the Board of Directors and the Management;
appropriate, to support the Board of Directors in fulfilling their duties and (2) To jointly consider and determine in advance the annual agenda items
responsibilities in accordance with the principles of good corporate governance. for the Board of Directors’ meetings with the Chairman and the Chief
Executive Officer;