Page 175 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.3 Corporate Governance Perfomance Report 173
Annual Report 2021/22

Assessment of the performance of the chairman of the executive committee
Assessment Average score (%)
and the chief executive officer: The Nomination and Remuneration Committee
Nomination and Remuneration Committee 98.61 evaluated the performance of the Chairman of the Executive Committee and
Sustainability Committee 97.33 the Chief Executive Officer based on the evaluation criteria, which are divided
Risk Management Committee 92.80 into 3 sections, i.e. Section I: Key Business Success (where the success of
Executive Committee 97.59 activities and projects in the past year would be taken into account), Section
II: Performance Measures, and Section III: Personal Development of the
Assessment of the performance of the board of directors and the Chairman of the Executive Committee / Chief Executive Officer. The assessment
subcommittees by independent advisor: The Company encourages the Board score is calculated in percentage to the total score: 90 - 100% = Excellent,
of Directors to engage an independent advisor to conduct the performance 76 - 89% = Very Good, 66 - 75% = Food, 50 - 65% = Fair, and below 50%
evaluation of the Board of Directors at least every 3 years in order to increase = Improvement Needed.
the Board of Directors’ efficiency in performing the duties in accordance with
the corporate governance principles. In 2021/22, the average score of the Chairman of the Executive Committee
was 99.72% and the average score of the Chief Executive Officer was 99.26%.
In 2022, the Company has re-engaged KPMG Phoomchai Business Advisory
Limited to evaluate the annual performance of the Board of Directors and Meetings of the board of directors and the subcommittees: The Board
the subcommittees (for the fiscal year 1 April 2021 - 31 March 2022), which of Directors will hold more than 6 meetings in each fiscal year pursuant to
has been carried out consecutively for the second time since the year 2019, the annual meeting schedule set in advance. The Company promotes and
pursuant to the guidelines of the 2017 Corporate Governance Code for Listed encourages each director to attend the Board of Directors’ meeting at least 75%
Companies of the Securities and Exchange Commission. of the total number of meetings in each fiscal year, except in case of necessity
and emergency. The Company will provide the meeting materials to the

The evaluation was divided into 2 sections, i.e. (1) due diligence and (2) directors in advance at least 5 business days prior to the meeting to allow the
questionnaires and director interview. The evaluation covers various topics, directors to have sufficient time to study the information beforehand. As regards
including but not limited to the structure and qualifications of the board of the subcommittees, the Audit Committee will hold a meeting on a quarterly
directors, chairman’s roles and responsibilities, selection and nomination, basis and may call additional meetings as necessary and appropriate while
remuneration, roles and responsibilities of the board of directors, investment the Nomination and Remuneration Committee, the Sustainability Committee,
in subsidiary and associated company, performance evaluation, skill and and the Risk Management Committee will hold at least two meetings in each
knowledge, and information management and company secretary, etc., totalling fiscal year and may call additional meetings as necessary and appropriate.
130 principles. From the assessment of the 130 principles in the year 2021/22, The Executive Committee will hold its meetings regularly as it deems
the Company complies with all principles that are appropriate to the Company’s appropriate. In addition, the non-executive directors will hold a meeting at
business context. However, there are some areas that can be improved to least once a year, without the attendance or participation from the executive
enhance Board effectiveness and meet best practice practices. directors or the Management in order to allow a discussion on any issues of
concern.