One essential role of the Board is to govern and create corporate values toward sustainability. Changing business environment and increasing stakeholders’ expectations inevitably challenge the Board’s roles. Among those, to oversight corporate governance efficiently has been recognized as a crucial factor that will dominate Board effectiveness as well as performance of the corporate.

To assure that substantial matters are properly considered, the Board may appoint the Corporate Governance Committee to support and advise the Board in determining policies and guidelines about good corporate governance and code of conduct.  The Corporate Governance Committee will also oversee compliance while supporting and monitoring an effective implementation.

This guideline comprises two sections including 1. Key Principles and 2. Practice Guidelines.

Key Principles:

1. The Board has a role to govern the company toward sustainable value creation, robust long-term earnings, and ethical business operation while respecting rights and be accountable to shareholders and stakeholders.

2. The Board should determine and review appropriateness and adequacy of the company’s corporate governance policy and guidelines to ensure they align with the laws as well as local and international practices.

3. The Board should determine and review appropriateness and adequacy of the Code of Conduct.  It should support the creation and drive ethical corporate culture while leading by example in corporate governance.

4. In case the Board deems appropriate to nominate Corporate Governance Committee to support relevant operations.  The Board should ensure that Corporate Governance Committee members have proper knowledge, competencies, and qualifications to perform their duties.

5. The majority of Corporate Governance Committee members should consist of Independent Directors to ensure the performance of the committee is well-balanced and truly independent.

6. The Board should assign roles, duties, and responsibilities to the Corporate Governance Committee through written Charter.  The committee should have key duties in supporting the Board to maintain efficient corporate governance system.

7. The Board should stipulate that Corporate Governance Committee meets at least twice a year. 

8. The Corporate Governance Committee should regularly report meeting result to the Board so that the Board aware of key governance issues and offer advice for necessary decisions.

9. The Corporate Governance Committee should be evaluated at least once a year and it should submit performance report to the Board annually.

For full "Guideline on Board's Oversight Role  in Corporate Governance" please download below