CORPORATE GOVERNANCE GRAMEWORK

CORPORATE GOVERNANCE GRAMEWORK

EGAT has established three functional committees under the Board of Directors: the Audit Committee, the Remuneration Committee, and the Sustainability Committee. All three committees include independent directors to ensure independent oversight of the company’s financial, remuneration, and sustainability operations.

AUDIT COMMITTEE

To strengthen corporate governance and enhance the functions of the Board of Directors, EGAT established the Audit Committee on January 12, 2022. The committee consists of all independent directors, totaling 3 members, with at least 1 member possessing accounting or financial expertise, serving a term of 3 years.

The main deliberations of the Audit Committee include ensuring the proper presentation of the company’s financial statements, appointing CPAs and assessing their independence, and ensuring the effective implementation of the Company’s internal control system.

In 2023, the Audit Committee held 5 meetings with a 100% average attendance rate.

REMUNERATION COMMITTEE

To enhance the integrity of the Company's director and executive remuneration system, EGAT established the Remuneration Committee on January 13, 2022. The committee consists of three members appointed by the Board of Directors, all of whom are independent directors. They possess professional qualifications and independence, and no additional remuneration consultants are hired. The term of office for committee members is the same as that of the appointing the Board of Directors.

The main responsibilities of the Remuneration Committee include assisting in the formulation and periodic review of policies, systems, standards, and structures for evaluating the performance and compensation of directors and executives.

In 2023, the Remuneration Committee held 2 meetings with a 100% average attendance rate.

SUSTAINABILITY COMMITTEE

To fulfill corporate social responsibilities and establish a comprehensive risk management system to achieve sustainable development goals, EGAT established the Sustainability Committee under the Board of Directors through the Board of Directors’ resolution on November 7, 2023. The committee members are appointed by the Board of Directors, with five members, and more than half of them are independent directors. The term of office for committee members is the same as that of the appointing the Board of Directors.

The main responsibilities of the Sustainability Committee include reviewing policies, strategies, objectives, or management guidelines related to sustainable development (including risk management), and reviewing annual work plans for sustainable development, supervising, tracking progress, and related matters.

In 2023, the Sustainability Committee held 1 meeting with a 100% average attendance rate.

COMPOSITION AND FUNCTIONING OF THE BOARD OF DIRECTORS

NOMINATION AND ELECTION OF BOARD MEMBERS

The Board of Directors is the highest governing body of EGAT, responsible for deciding important matters related to the Company's business execution and being accountable to shareholders and stakeholders. According to the Company’s Articles of Incorporation, the Board consists of seven to nine members, including three independent directors, with a term of three years. The election process for directors follows the nomination system as stipulated in Article 192-1 of the Company Act, the EGAT Articles of Incorporation, and the Regulations for Electing Directors. Shareholders holding more than one percent of EGAT’s total issued shares can submit a list of director candidates in writing during the nomination period. Shareholders are required to elect directors from the list of candidates announced by EGAT.

FUNCTIONING OF THE BOARD OF DIRECTORS

The operation of the Board of Directors ensures that the overall operation of EGAT is carried out in accordance with the directives of the Board of Directors. The Chairman of EGAT’s Board of Directors does not concurrently hold the position of President.

EGAT’s Board of Directors convenes at least once every quarter, adhering to the Company Act, Securities and Exchange Act, the Company’s Articles of Incorporation, and the Rules of Procedure for Board of Directors Meetings, to discuss and resolve on the Company’s operational plans and various proposals.

To avoid conflicts of interest, no director of EGAT shall have spousal or second-degree relatives among themselves. In cases where proposals discussed in board meetings involve potential conflicts of interest for a director, the concerned director shall state the significant content of such interest during that meeting. If the involvement of a director could harm EGAT’s interests, he/she is not allowed to participate in the discussion and voting. He/She shall also recuse him/herself from discussion and voting, and cannot act as proxies for other directors, ensuring that the Board of Directors can independently and objectively execute its duties.

To strengthen the independence and efficiency of the Board of Directors, EGAT has established the “Rules Governing the Duties of Independent Directors” to guide independent directors in their duties. Throughout their tenure, independent directors have not established any relationships that would be detrimental to the interests or would impair their judgment with management or related parties of EGAT, and their performance is justifiable. All three independent directors possess the capability to independently and effectively oversee the operations of the Board of Directors.

MEMBERS OF THE BOARD OF DIRECTORS

According to Paragraph 3, Article 23 of EGAT’s “Corporate Governance Best Practice Principles”, the composition of the Board of Directors shall take diversity into consideration. Paragraph 4 of the same Article stipulates that the members of the Board of Directors shall generally have the knowledge, skill, and ability required to perform their duties.

EGAT’s Board of Directors consists of nine members, including three independent directors accounting for 33.33% of total board members. Currently, there are 2 female directors on the Board of Directors, representing 22.22%. The age of the directors is all above 60, with an average continuous tenure of 5.3 years.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

To enhance the functionality and efficiency of the Board of Directors, EGAT has established the “Rules for Performance Evaluation of Board of Directors” according to Article 37 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”. This mandates that the board conducts an internal performance evaluation at least once a year.

The 2023 self-evaluation results for the performance evaluation of the board, performance evaluation of the board members, and performance evaluation of functional committees (Audit Committee, Remuneration Committee, and Sustainability Committee) are as follows: