Board Effectiveness
Performance Assessment
[GRI 2-18 (2021)]
EGCO Group’s Board of Directors’ performance assessment is conducted on an annual basis to review the achievement and address any issues arising during the previous year. The effectiveness of the operation is evaluated using the self-assessment form verified by the Nomination and Remuneration Committee and approved by the BOD. The self-assessment forms for the BOD and sub-committees are revised every year. BOD’s assessment form is designed for evaluating the performance at both the group and individual levels, as well as cross-assessment, which comprehensively covers all aspects of BOD’s roles and responsibilities, and aligns with EGCO Groups’ environment, morality, and business ethics. The self-assessment form for the sub-committee is reviewed and updated to be in line with the roles and responsibilities prescribed in the sub-committee charters.
In 2024, the Board of Directors assessed their performance using various evaluation methods, including group assessment, individual assessment, and cross-assessment, to ensure alignment with good corporate governance principles at both national and international levels. Each section of the form is scored as a percentage of the full score. All director’s assessment forms are submitted to the corporate secretary department for comprehensive analysis. The results are further utilized for improving the performance of the BOD in the subsequent year. In addition, the independent assessment is set to take place every 3 years. In 2023, EGCO Group appointed EY Corporate Advisory Services Co., Ltd. to conduct independent assessment of board performance)
Shareholder Rights and Director Liability
According to EGCO's Articles of Association any amendments required by law necessitate approval from the shareholders' meeting. Specifically, Article 44 states that if it becomes necessary or expedient to amend the Articles of Association, the shareholders' meeting shall consider such amendments in accordance with the law. Furthermore, Article 36(2)(c) specifies that changes to the Articles of Association must be approved by a vote of not less than four-fifths of the total votes of the shareholders present and entitled to vote.
In terms of director liability, EGCO Group’s board operates under a framework that limits personal liability for monetary damages except in cases involving intentional misconduct, illegal corporate actions or unlawful acts. EGCO Group provides the Director and Officer Liability to ensure a balance between accountability and responsible leadership, providing a safeguard for directors while upholding the principles of corporate governance and accountability.
President / CEO Succession Plan
According to EGCO's Articles of Association and Charter of Nomination and Remuneration Committee (NRC), to ensure the continuity and effectiveness of business, EGCO Group has established a structured approach to CEO succession planning, primarily managed by NRC. This committee is tasked with scrutinizing nominees for the President position in the event of a vacancy and establishing a comprehensive succession plan for president. The NRC's responsibilities include endorsing succession plans for President and Senior Executive Vice Presidents (SEVPs), ensuring a pipeline of qualified candidates for key leadership roles. While SEVPs and higher roles are proposed by NRC, the Board has authorized the President to appoint qualified individuals to Senior Vice President (SVP) positions and below, provided they meet the criteria established by the NRC.
EGCO Group emphasizes the development of successors through individual development plans at each organizational level, aiming to cultivate executives and key personnel who are well-prepared to assume leadership positions when needed. Besides focusing on closing development gaps for targeted positions with job shadowing and executive coaching, the middle to top management levels are yearly assigned to attend several leadership and management programs that emphasize leadership capabilities, networking and collaboration. These programs help the successors achieve their full potential; for example, EVP and SEVPs attend Thailand top-tier leadership and management programs. This proactive and structured approach to succession planning reflects EGCO's commitment to maintaining leadership continuity and organizational stability.