Page 144 - BTSGroup ONE REPORT 2021/22_EN

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

of Directors is also able to use their discretion independently in order to Information on the separation of power, duties and responsibilities between 5.2 CORPORATE GOVERNANCE STRUCTURE
protect the benefit of the Company and the shareholders. In addition, the the Board of Directors and the Management can be found in Section: Board
Board of Directors has appointed one independent director to represent Responsibilities above, and the Corporate Governance Policy and Code
the independent directors to consult with the Chairman of the Board of of Business Conduct of the Company at https://www.btsgroup.co.th/u/ Management Structure
Directors and the Management on matters that are relevant and significant en/2021/corporate-governance-policy-and-code-of-business-conduct Management Structure of the Company Board of Directors Advisory Board
to the business operations of the Company, as well as serving as a liaison as of 31 May 2022
between the independent directors and the Chairman of the Board of Directors • Minimum quorum must be no less than two-thirds of the total number of
and the Management and also participating in setting out agenda for the directors at the time of voting
Board of Directors meetings and coordinating between shareholders and
the Board of Directors. This is to reinforce the performance of the Board of The Company does not have the policy on the minimum quorum due to Audit Committee Nomination and Executive Committee Sustainability Committee Risk Management
Directors as well as to increase the effectiveness of the management system concerns that such policy may not be in compliance with the law and the Remuneration Committee Committee
and create checks and balances between the Board of Directors and the Articles of Association of the Company. The current quorum and voting
Management in accordance with the good corporate governance principles. requirements of the Board of Directors’ meetings, which are in compliance
with the law, are suitable and sufficient in making the Company’s decisions. Office of the CEO
Currently, Mrs. Pichitra Mahaphon, who holds the positions of Chairman of Moreover, in practicality, the quorum at the time of voting has always been Internal Audit Office Office of the Chairman Chief Executive Officer Company Secretary
of the Executive
the Audit Committee and Chairman of the Risk Management Committee, no less than two-thirds of the total number of directors. Committee Communications Office
Corporate
is the Lead Independent Director. Office

Deputy Chief Executive Data Protection
Officer
Officer

Chief Officer of Chief Officer of Chief Officer of Chief Financial Chief Investment Chief Operating Chief Legal
MOVE Business MIX Business MATCH Business Officer Officer Officer Officer

Accounting Finance Business Investor Relations Sustainability Human Information Legal
Department Department Development Department Department Resources and Technology Department
Department
Department
Administration