Corporate Governance ("CG")
is a relationship structure and practice to foster transparency and accountability of Thoresen Thai Agencies Plc. ("the Company")'s Board of Directors (“Board”), management to build its stakeholders confidence with underlying objectives to enhance its long-term competitiveness and value to shareholders as well as to achieve a long-term sustainability value creation.
The Company's corporate governance covers the following principles:
Summary of the Performance of the Board of Directors in the Past Year
The Board of Directors (the Board) has an important role in formulating policies and strategies that may lead to increased competitiveness, creating corporate culture and values, including optimization, supervision of the adequacy of internal control systems, and corporate risk management, or giving other opinions that are beneficial to the development of the corporation.
In 2023, the Board held 8 meetings and 2 meetings among Non-Executive Directors which were held to consider and give opinions as well as pushing forward on the following key matters:
- Considered and approved the vision, mission, corporate values, key strategies for 2024-2026, business plan, and 2024 budget for the Company and the Group at the Board of Directors’ Meeting No. 08/2023 in December 2023.
- Monitored the implementation of the Company's strategies. Management was required to report the results to the Board of Directors' meeting on a quarterly basis and to the Executive Committee’s meeting on a monthly basis.
- Considered and approved the investment matters, key personnel management, financial management, quarterly financial statements, Internal Control Sufficiency Evaluation Form, evaluation of the President and Chief Executive Officer's performances, and Directors and Officers Liability Insurance.
- Considered and approved the review of policies, practices, and corporate governance systems, as detailed under “Significant Changes and Developments Relating to the Review of Policies, Practices, and Corporate Governance Systems, or the Board and Subcommittee Charters, in the Past Year” in this Form 56-1 One Report. and
- Considered and acknowledged the following key matters:
- Acknowledged and expressed opinions on the reports of subcommittees such as Audit Committee Report, Corporate Governance Committee Report, Executive Committee Report, Nomination and Remuneration Committee Report, Risk Management Committee Report, and Sustainable Development Committee Report. The self-assessments for the performance in year 2022 of the Board and subcommittees were also taken into account.
- Acknowledged report from the Non-Executive Directors meeting, without the presence of management, held on 15 May 2023, which was from 2 meetings held in 2023-- held on 15 May 2023 and on 14 November 2023.
- Acknowledged the results of the ESG Ratings as announced by the Stock Exchange of Thailand (SET).
- Acknowledged the results of the Corporate Governance Report of The Listed Companies (CGR) project undertaken by the Thai Institute of Directors Association (IOD) with support from the SET. and
- Acknowledged the results of the AGM Quality Assessment as announced by The Thai Investors Association (TIA).