Timetables - Humanica (2023)

Rule number 3

Increase the efficiency of the board

The board determines and continuously reviews the structure of the board with regard to size, composition and proportion of independent board members in order to ensure its leadership in achieving the company's main goals.

Principle 3.1: Board structure

The board has given the nomination and remuneration committee (NC) the task of considering and making proposals for the structure of the board with regard to size, composition and proportion of independent board members as necessary for its determination and review.

NC will ensure that the Board is composed of directors who are fully qualified in accordance with the Act and related regulations, with various qualifications in terms of specific skills, experience, competences and attributes necessary for the successful implementation of the company's objectives and can promote understanding and respond to stakeholder needs.
Part of the board consists of at least 1/3 non-executive board members, which reflects an appropriate balance of power. The current composition of the Board includes 5 non-executive directors out of a total of 7 directors, which is appropriate for its size, category and complexity of the company as per the Code of Corporate Governance.

Rule 3.2 Chairman of the board and operational elements of the board

The Board of Directors, under the chairmanship of the Chairman, performs its duties of overseeing the Company in an impartial and transparent manner, taking into account the Company's best interests and refraining from favoring any person. The chairman of the board and the chief executive officer (CEO) cannot be the same person and their responsibilities must be clearly separated.

Core values

In the appointment of independent directors, directors and chairman of the board; The board ensures transparency in the hiring process. NC is appointed for the purpose of selection and selection of candidates who are fully qualified, have appropriate knowledge, experience and achievements useful in the operation of the company and have a good understanding of operations, objectives, business plans set by the board.

Principle 3.4: Remuneration of directors

When determining the director's remuneration (in cash or in kind), the board appointed the NC to conduct a transparent process and present recommendations to the shareholders for approval at the general meeting.

The policy, basis of calculation and payment criteria for each director post must be submitted to the shareholders for approval. The fees proposed should be adequate and sufficient to dispose the management to manage the Company with a view to achieving short-term and long-term objectives without paying excessive fees.

Rule 3.5: Board meetings

The timetable for the board meetings is determined each year in advance and communicated to the individual board members so that they have time to attend the meetings. The chairman and the managing director jointly review and ensure that important topics are included on the agenda and give each individual director the opportunity and discretion to propose agenda items that benefit the company. Meeting notices and supporting documents will be sent to the board at least 7 days in advance.

The number of board meetings is determined depending on the duties and responsibilities of the company's directors and the nature of the company's operations. The company submits an ongoing report on its work to the board of directors, so that the board can supervise the management's work in a timely manner. Most board members attend at least 3/4 of all board meetings held during the year.

The Chair will allow the Committee sufficient time to carefully and thoroughly discuss issues and significant issues and encourage the judicious use of discretion. Therefore, all board members should be aware of all matters brought to the meeting, including corporate governance issues. Board members with interests, either direct or indirect, have no voting rights and must leave the meeting while the relevant agenda is being dealt with.

Principle 3.6: Corporate governance for subsidiaries and associated companies

The board will appoint qualified candidates for key corporate governance functions in subsidiaries and associated companies. The appointment is made on the basis of the proportion of shares owned by subsidiaries and associated companies.

Board members and/or managing directors appointed by the board are responsible for the management and operation of subsidiaries and/or affiliated companies in accordance with the Company's policies and guidelines. The duties and responsibilities of the nominee directors and executive officers will be clearly defined and revised from time to time.

When decisions are made about the main business activities of the subsidiaries, the directors of the subsidiaries must obtain the approval of the board of directors before any plans are implemented. Consent from the executive board is also required in the case of significant activities, such as changes in share capital and cessation of operations of subsidiaries. The company has established an appropriate and comprehensive internal mechanism for supervision and control in its subsidiaries, so that all significant transactions in the subsidiaries are decided by the company's management or shareholder meetings.

Principle 3.7: Management assessment

The Board of Directors and the Board conduct a self-evaluation at least once a year to jointly review their results, problems and corrective actions.

The Company Secretary prepares and verifies the correctness and completeness of the evaluation form and compliance with the criteria required by the regulatory authorities. The company secretary will then summarize the results of the review of the board's work, as well as strengths and areas for improvement, before making a proposal to the board for consideration. The board will review the evaluation results to improve their effectiveness.

The results of each key area are calculated as percentages, with 85% and above = very good, more than 75 percent. = very good, more than 65% cent = needs improvement. Based on the results of the evaluation, it can be concluded that the board and the commissions performed their tasks in accordance with the code of good corporate governance and the company's code of business conduct and achieved most of the results at the level of excellence.

Principle 3.8: Development of the board and board of directors

The board promotes and facilitates education for those involved in corporate governance, such as directors. Members of the Audit Committee, members of the Nomination and Remuneration Committee, the Board of Directors, the Company Secretary and staff performing functions related to ongoing corporate governance, including participation in such training courses organized by the Thai Institute of Directors (IOD), other courses offered by other entities and training within for them.

After the subsequent appointment of a new director, the company will receive important documents and useful information such as the director's handbook, the organization's standard operating procedures (SOP) and the code of conduct. In addition, the new director's orientation will include an introduction to the nature of the Company's business, policies and operational guidelines to familiarize the new director with the Company's policies and corporate governance.

The Board published the leadership development program and the CEO reported to the Board on the results of the regular implementation of the program while considering the succession plan.

The Board requires the CEO to submit an annual development and succession plan, after consultation with the Nomination and Remuneration Committee, in preparation for succession planning for key management positions.

Rule 3.9: Work on the board and company secretary

The board ensures that meeting agendas are handed out in advance, so that the board can set aside time to participate in meetings. The board has access to additional information from the managing director, the company secretary or other delegated managers as part of the established policy, and the board can, if necessary, request independent advice from external consultants or experts.

The board of directors has appointed a company secretary who must handle tasks of providing legal advice and compliance with legal requirements, as well as supervising the board's activities and coordinating the board's activities to ensure compliance with decisions by the board.

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