ANNUAL REPORT 2024
TOGETHER IN BELIEF, LEADING IN INNOVATION
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D Responsibilities of the Board
D Responsibilities of the Board
Board structure
Board structure
D2
D2
D.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?
The Company does not operate under the model with an Audit Committee. Annually, the SB proposes a list of independent audit firms for the BOD to submit for approval at the AGM. The Company does not operate under the model with an Audit Committee. In 2024,The SB held four meetings, which were disclosed in the Company's Governance Report and in the Supervisory Board Report section of the 2024 Annual Report.
D.2.8
Does the company have a Nominating Committee?
The BOD has established the Human Resource and Compensation Subcommittee (According to Resolution 02-2024/NQ-GAC dated March 4, 2024).
The Human Resource and Compensation Subcommittee consists of three members, with the Head being a non-executive member of the BOD.
D.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners?
D.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?
D.2.10 Is the chairman of the Nominating Committee an independent director/commissioner?
The Head of the Subcommittee is a non-executive member of the BOD.
Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?
The Company has developed and issued the operating regulations of the Subcommittee.
D.2.11
D3 Board Processes
The activities of the Subcommittee comply with legal regulations, are held at least twice a year, and are disclosed in accordance with regulations.
D.2.12 Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?
D.3.1
Are the board of directors meeting scheduled before the start of financial year?
The BOD holds regular quarterly meetings. Additionally, the BOD convenes extraordinary meetings to address and promptly approve relevant matters.
The BOD has established the Human Resource and Compensation Subcommittee (According to Resolution 02-2024/NQ-GAC dated March 4, 2024).
D.2.13 Does the company have a Remuneration Committee?
Does the board of directors/commissioners meet at least six times during the year?
In 2024, members of the BOD convened 13 meetings to approve matters within the authority of the BOD.
D.3.2
The Human Resource and Compensation Subcommittee consists of three members, with the Head being a non-executive member of the BOD.
D.2.14 Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?
D.3.3
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?
Each member of the BOD attended 100% of the BOD meetings during the year.
The Head of the Subcommittee is a non-executive member of the BODs
D.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner?
As stipulated in Article 30 of the Company's Charter and Article 16 of the Board of Directors' Operating Regulations.
D.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?
The Company has developed and issued the operating regulations of the Subcommittee
D.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?
D.3.5
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?
Non-executive members of the Board of Directors regularly discuss important matters in the absence of executive members.
Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?
The activities of the Subcommittee comply with legal regulations, are held at least twice a year, and are disclosed in accordance with regulations.
D.2.17
board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? papers for board
As stipulated in Article 30 of the Company's Charter
D.3.6 Are
The Company does not operate under the model with an Audit Committee. Instead, it operates under the model of a Supervisory Board (SB)
D.2.18 Does the company have an Audit Committee?
D.3.7
Does the company secretary play a significant role in supporting the board in discharging its responsibilities?
As stipulated in Article 32 of the Company's Charter
The Company does not operate under the model with an Audit Committee. The members of the Supervisory Board are independent of the BODs
D.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?
Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?
Person in charge of Corporate Governance is the General Director, who collaborates with relevant departments.
D.3.8
The Company does not operate under the model with an Audit Committee. Head of SB is not a member of the BOD.
D.2.20 Is the chairman of the Audit Committee an independent director/commissioner?
As stipulated in the Company's Charter, Governance Regulations, Working Regulations, voting and election rules at the EGM in 2022, and Notices regarding the election of Board members at the GMS. In 2024, the Company did not elect any new Board members.
D.3.9 Does the company disclose the criteria used in selecting new directors/commissioners?
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?
The Company does not operate under the model with an Audit Committee. Instead, it has announced the operating regulations of the Supervisory Board.
D.2.21
The Company does not operate under the model with an Audit Committee. At least one member of the SB has accounting expertise.
D.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?
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