Report of the Corporate Governance Committee

Commitment to good corporate governance and adherence to a code of conduct are an integral part of MAJOR’s core mission. They are considered crucial factors that drive the organization towards sustainable success as well as national and international recognition as a business entity with high standards of business management and integrity. To this end, the Board of Directors (the Board) appointed the Corporate Governance Committee (CGC)

on December 18, 2019 to establish guidelines and define corporate governance practices and the Code of Conduct as well as integrate business ethics, sustainability management and anti-corruption into MAJOR’s corporate governance framework.

The Committee, comprising 2 members from the Board of Directors, is chaired by Ms. Chonticha Jitrarporn (Independent Director) amd Dr. Satian Pooprasert (Independent Director). Four meetings were held by the Committee this year, with the following key outcomes:

  1. Development of Guidelines and Rules for Corporate Governance
    • MAJOR benchmarked its corporate governance practices against the Corporate Governance Code for Listed Companies 2017 (CG Code 2017) by the Office of the Securities and Exchange Commission (SEC). The Committee found that most of MAJOR’s current practices were in compliance with the Code. One exception was CG Code 2017, namely “BOARD Diversity and Whistleblower Channels.” Accordingly, the Committee took action to incorporate this particular Code as an additional MAJOR corporate governance practice.
    • Ensuring that minority shareholders were given an opportunity, in advance of the 2021 AGM during the period from November 10, 2020 to January 31, 2021, to propose AGM agenda items and nominate candidates for director positions in accordance with established criteria.
  2. Promoting Compliance with Corporate Governance Policy and Code of Conduct
    The Corporate Governance Committee agreed that monitoring and evaluation of MAJOR’s adherence to the Corporate Governance Policy , Code of Conduct and Anti-Corruption Policy were necessary to facilitate the implementation of these interrelated policies.
  3. Acknowledgement of the Progress on the Corporate Governance Plan and Sustainability Project (ESG of the Corporate Governance Sub-Committee, 2021)
    • The Committee assessed that the Company’s sustainable development work was in line with international standards and criteria, including the Dow Jones Sustainability Indices (DJSI). The Committee also reviewed all components of the Company’s sustainability framework to ensure that it suited the global context, including pandemic and rapidly evolving challenges.
    • Through reports from responsible departments, the Committee oversaw that the Company operated its business with due regard to its responsibilities towards stakeholders, in accordance with good corporate governance principles. The Committee also offered its opinions and suggestions on other related matters.
Ms. Chonticha Chitrarporn

Chairman of the Corporate Governance Committee