Report of the Corporate Governance Committee

Good corporate governance and a code of conduct are part of the core mission to which MAJOR always committed. They are considered crucial factors that drive the organization toward sustainable success and toward the acceptance, both at national and international levels, as a business entity with a good standard of business management in line with good corporate governance.

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, the Code of Conduct and business ethics, sustainability management and anti - corruption.

The Committee consists of 3 (Three) from the Board of Committee, chaired by Mr. Kraithip Krairiksh (Independent Director) and Dr. Satian Pooprasert (Independent Director). This year one meetings were held by the committee, with the following highlights;

  1. Development of Guidelines and Rules for Corporate Governance

    MAJOR benchmarked its current practices on corporate governance against Corporate Governance Code for Listed Companies 2017 (CG Code 2017) by the Office of the Securities and Exchange Commission (SEC), and discovered that most of the current practices corresponded with such code. However, there was a matter found not aligning with CG Code 2017, which was already incorporated as an additional CG practice. This matter concerns Success Planning, Criteria for Suppliers/Contractors, Holding of Position by Chief Executive Officer and the self-assessment of the Board of Committee and Chief Executive Officer.

  2. Agreement on the Corporate Governance Committee Charter

    The Corporate Governance Committee agreed on the Corporate Governance Committee Charter, which was updated to reflect the authority and responsibilities that were assigned to the Committee by the Board of Directors. The Committee deemed it fit to propose the Charter to the Board of Directors for their further consideration and approval.

  3. Acknowledgement of the Progress on the Corporate Governance Plan and Sustainability Project (ESG of the Corporate Governance Sub-Committee, 2019

    The Corporate Governance Committee acknowledged the progress of the corporate governance plan and Sustainbility Project for 2019 developed by the Corporate Governance Sub-Committee, which included the implementation of the IT Governance Program, the Internal Controls System Development Program, Personal Data Protection Policy, and Grievances Management and Whistleblower Protection Guidelines, among others. The Committee also provided recommendations to increase the efficiency of plan implementation.

  4. Acknowledgement of the results of the Corporate Governance Report (CGR) for 2019

    The Corporate Governance Committee acknowledged the Company’s results on Corporate Governance as published in the Corporate Governance Report of Thai Listed Companies for 2019 by the Thai Institute of Directors (IOD), where the results were at the ‘Very Good’ level.

  5. Acknowledgement of the Report on the Implementation of the Corporate Governance Policy and the Anti-Corruption Policy

    The Corporate Governance Committee acknowledged the report on the implementation of the Corporate Governance Policy and Anti-Corruption Policy. Communication and awareness-raising on corporate governance, and encouraging employees to adhere to corporate governance principles and the Anti-Corruption policy in their behaviors in 2019.

The Corporate Governance Committee underlines Company’s commitment to good corporate governance and the Code of Conduct. The Company continue to promote and improve Company’s sustainability management and anti - corruption endeavors, a crucial driving force to achieve management excellence through transparent, fair and accountable operation. The Company strive to increase the effectiveness of the operation to be on a par with international standards and to gain trust and recognition from stakeholders, for this will ultimately bring the Company to sustainable growth.

Mr. Kraithip Krairiksh

Chairman of the Corporate Governance Committee