Subcommittee Report

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

The Committee, comprising 3 Independent directors from the Board of Directors. Four meetings were held by the Committee this year.

1. Ms. Chonticha Chitraporn Chairman of the Committee Attended 4/4 times
2. Dr. Satian Pooprasert Member of CG Committee Attended 2/4 times
3. Mr. Kraithip Krairiksh Member of CG Committee Attended 4/4 times

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 2024 AGM during the period from November 14, 2023 to January 31, 2024, 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, 2024)
   • 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.
4. Acknowledgement of the Corporate Governance Survey of Thai Listed Companies (CGR) for the year 2024

   The Committee acknowledged the excellent score of the 2024 Corporate Governance Survey of Thai Listed Companies (CGR) organized by the Thai Institute of Directors Association (IOD) for 4 consecutive years.

5. Acknowledgement of the report on compliance with the corporate governance policy and anti-corruption policy.
   • The Committee acknowledged the report on the implementation of the corporate governance policy and anti-corruption policy, communication, raising awareness and instilling employees to comply with good governance principles and anti-corruption policies continuously in 2024.
   • Consider and comment on the review of anti-corruption measures and procedures to be consistent with the Private Sector Collective Action Coalition Against Corruption Program (CAC)

The Committee emphasize commitment to good corporate governance and business ethics to promote sustainability management and anti-corruption. This is a key driver in achieving operational excellence that is transparent, fair and accountable to meet international standards gain trust and acceptance from all stakeholders which leads the business to sustainable growth.