Page 64 - KEX EXPRESS (THAILAND) PUBLIC COMPANY LIMITED : ANNUAL REPORT 2024

64 ONE REPORT (FORM 56-1) 2024

or through other whistleblower channels as per the The directors shall hold their positions for a term of up

details provided on KEX’s corporate website. KEX will to three consecutive years but shall be eligible for
protect the whistleblower from retaliation by keeping reappointment. A director may resign from the office by
the whistleblower’s identity confidential and setting up written notice to the Company. The resignation takes
a high standard of whistleblower protection under KEX’s effect from the date that the Company receives the
whistleblower policy. resignation letter. The tenure of an independent
director does not exceed a cumulative term limit of 9
3. Strengthening the Board’s Efficiency consecutive years. However, he or she shall be eligible
Operational Highlights and Financial Summary
The Board of Directors comprises 9 qualified experts for reappointment if the Board of Directors and the
Operational Highlights and Financial Summary
with diverse knowledge and experiences per the shareholders’ meeting agree that his directorship does
Directors’ Profile section in Form 56-1 One Report and not interfere with the exercise of independent judgment

the corporate website. To ensure KEX’s optimum or the ability to act in the best interests of all shareholders.
balance and efficiency, the composition of the Board
of Directors is as follows: To strengthen the Board’s effectiveness, KEX fully
supports regular training and development of the Board
• The Chairman of the Board of Directors is non- of Directors. The Company Secretary is also responsible
Key Milestones
Key Milestones
executive director and has no relationship with the for updating the Board about new regulations and
CEO and senior executives. notifications of the capital market. KEX may invite
• 56 percent of the Board’s members are non- internal/ external experts or independent advisors to
executive directors. provide the training.
• One-third of the Board’s members are independent.
• There are three female board members. KEX encourages all directors to attend every meeting
Business Overview
Business Overview
• An independent director jointly sets the board meeting and invites senior executives such as CFO, and CA to
agenda with the Chairman of the Board of Directors. join the sessions. KEX uses advanced technology to
conduct virtual meetings, that is, through a high-security
In the nomination and selection of the directors and board portal application, thus eliminating the limitations
independent directors, KEX considers the qualifications of traveling. Through the Board’s portal application,
according to relevant laws and regulations, their business the Board of Directors can access meeting materials
competency, diverse skills, and gender inclusion. anywhere and anytime using digital devices such as

A board skill matrix has been used to ensure optimum iPads, mobile phones, and laptops. The annotation,
efficiency. The Board of Directors reviews the selection casting of the votes, and certification of documents or
criterion at least once a year. The nomination and minutes are also easily executed via this online tool. The

selection procedure includes: meeting materials are provided to the Board of Directors
at least 7 days before the meeting date or 14 days in
Governance Structure and Practices
Governance Structure and Practices
• KEX shareholders can nominate qualified director cases of special events. If any director needs more
candidates for election at the AGM. The nomination information to support his or her decision-making, the
period, criteria, and form are announced via the director can contact the Company Secretary or the man-
SET’s official channel and the KEX corporate website agement at any time.
from November 26, 2024, to January 31, 2025. KEX
also considers proposals from other channels, such The evaluation of the performance of the Board of
as proposals from the major shareholders and a list Directors and its sub-committees is conducted at both
Financial Performance
of directors provided by the Thai Institute of Directors. the collective and individual levels. The evaluation
Financial Performance
• The NRC has the duty to review and propose qualified criteria cover all key dimensions, including board structure
candidates according to the criteria outlined in the and director qualifications, the effectiveness of meetings,
good corporate governance policy and other criteria the roles and responsibilities of directors, relationships
as agreed upon by the Board of Directors before with management, and director training and development,
proposing them for the Board of Directors’ approval among others. Once the evaluations from each director
and/or the shareholders’ approval. have been collected, the Company Secretary will

Sustainable Development
Sustainable Development