Page 174 - BTSGroup ONE REPORT 2021/22_EN

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

business policy of BTS Group, financial status and operating results, the scope Assessment of the performance of the subcommittees: The Board of Directors
of duties and responsibilities of the Board of Directors and the subcommittees, assigns all subcommittees, namely the Audit Committee, the Nomination and
as well as the Corporate Governance Policy and Code of Business Conduct. Remuneration Committee, the Sustainability Committee, the Risk Management
Committee, and the Executive Committee to assess their performance and
Assessment of the performance of the board of directors: The Board of report the assessment result to the Board of Directors on an annual basis.
Directors conducts an assessment of its annual performance through both
group evaluation and individual evaluation. After each director has completed • Assessment of the performance of the audit committee: The assessment
the assessment form, the Company Secretary Office will calculate the scores criteria cover Composition of the Audit Committee, Independence of the
and provide a summary of the scores to the Board of Directors. The purpose Audit Committee Members, Trainings and Source of Information, Meetings,
is to review the performance outcome, problems, and obstacles in the past Activities of the Audit Committee, and Relationship with the Chief of the
year so as to improve the work efficiency. Internal Audit Office, the Company’s Auditors, and the Management. After
each director has completed the assessment form, the Internal Audit Office
• Assessment of the performance of the board of directors (Group evaluation): will calculate the scores and provide a summary of the scores to the Audit
The assessment criteria cover Structure and Characteristics of the Board of Committee. The purpose is to review the performance outcome, problems, and
Directors, Roles, Duties and Responsibilities of the Board of Directors, the obstacles in the past year so as to improve the work efficiency. Thereafter,
Board of Directors’ Meetings, Performance of Board of Directors’ Duties, the result of the assessment will be proposed to the Board of Directors for
Relationship with the Management, and Personal Development of Directors consideration. The assessment score is calculated as: 5 = Very Good, 4 =
and Executives. The assessment score is calculated in percentage to the Good, 3 = Fair, 2 = Lower than Standard, and 1 = Improvement Needed.
total score: 90 - 100% = Excellent, 76 - 89% = Very Good, 66 - 75% =
Food, 50 - 65% = Fair, and below 50% = Improvement Needed. In 2021/22, the average score was 4.89 points.
In 2021/22, the average score was 99.44%. • Assessment of the performance of other subcommittees: The assessment
criteria covers Structure and Qualification, Performance of Duties, Training
• Assessment of the performance of the board of directors (Individual / Source of Information, Meetings, and Duties and Responsibilities. After
evaluation): The assessment criteria cover the fiduciary duty to manage each director has completed the assessment form, the Company Secretary
the Company’s business operations in the best interest of the shareholders, Office will calculate the scores and provide a summary of the scores to each
the time allocation and preparation for attending the Board of Directors’ subcommittee. The purpose is to review the performance outcome, problems,
meetings and the shareholders’ meetings, the contribution of useful opinions, and obstacles in the past year so as to improve the work efficiency. Thereafter,
suggestions, or other guidelines to the Management, the independence the results of the assessment will be proposed to the Board of Directors
of opinions, the value and support of continuous compliance with the for consideration where the Board of Directors may provide comments or
principles of good corporate governance of listed companies, and the request the relevant subcommittees to improve in certain areas as appropriate.
attendance of trainings and personal development programme necessary The assessment score is calculated in percentage to the total score:
for performing functions as directors of listed companies. The assessment 90 - 100% = Excellent, 76 - 89% = Very Good, 66 - 75% = Food, 50 - 65%
score is calculated as: 5 = Very Good, 4 = Good, 3 = Fair, 2 = Lower than = Fair, and below 50% = Improvement Needed.
Standard, and 1 = Improvement Needed.

In 2021/22, the average score was 4.96 points.