Corporate Governance and Sustainability Committee

Corporate Governance and Sustainability Committee
Duties and Responsibilities

• Corporate governance, operational risk and internal control, and compliance (GRC), and Anti-fraud and corruption

  • Formulate objectives, targets, strategies, management framework, and assign policy and operational guidelines in line with PTT’s strategies and targets as well as laws, regulations, national and international practices, and require annual review.
  • Provide advice and recommendations to the Board and management on matters dealing with PTT’s Corporate governance, operational risk and internal control, and compliance (GRC), and Anti-fraud and corruption, regarding good corporate governance principles, for the formulation of the organization’s policies and guidelines in compliance with relevant laws, regulations, criteria, standard, national and international practices.
  • Establish the policy and define scope of guidelines for the supervision, support, and monitoring of PTT’s whistleblowing mechanism dealing with fraud and corruption, and non-compliance with laws and corporate regulations.
  • Supervise and monitor the implementation of PTT’s Corporate governance, operational risk and internal control, and compliance (GRC), and Anti-fraud and corruption, as well as PTT’s whistleblowing, and report the outcome to the Board.

• Sustainability Management (SM)
  • Formulate objectives, targets, policies, master plan, strategies, guideline, and sustainability management plan based on Environmental, Social and Governance (ESG) to be in line with PTT’s strategies and targets, including standards, national and international practices, and require annual reviews.
  • Formulate objectives, targets, strategies, management framework on Corporate Social Responsibility (CSR) and assign policy and operational guidelines in line with PTT’s strategies and targets as well as international practices, and require annual reviews.
  • Provide advice and recommendations, be a role model, and support PTT’s operation to comply with PTT’s Sustainability Management Policy and successfully fulfill targets, as well as support the Board, management, and employees to efficient comply with PTT’s Sustainability Management Manual.
  • Supervise and monitor the implementation of PTT’s Sustainability Management (SM) and Corporate Social Responsibility (CSR), and report the outcome to the Board.

• Establish the policy of allowing minority shareholders to nominate directors and propose annual general shareholder meeting’s agenda items.
• Provide advice and recommendations to the Governance, Risk and Compliance Management Committee (GRCMC).
• Perform other Board-assigned tasks.
• Hold at least one quarterly meeting.