Transparency as the Foundation for Driving Sustainable Business Growth
The Board of Directors recognizes that good corporate governance is a fundamental foundation for creating sustainable value for the business. The Company is therefore committed to conducting its operations with transparency, accountability, and a balanced approach between the interests of shareholders and fair responsibility toward all stakeholder groups.
Proportion of Board of Directors Performance Evaluations Conducted Fully on an Annual Basis to Ensure Independence and Effectiveness
0
Proportion of Complaints and Whistleblowing Reports Reviewed with Strict Protection of Whistleblower Confidentiality
Integration of Sustainability and Carbon Neutrality Goals into Board Meeting Agendas and Core Corporate Strategies
Composition of
Management Structure
Governance Mechanism
The Company places importance on participation in promoting transparency by developing a safe and easily accessible whistleblowing mechanism, together with the strictest whistleblower protection measures to prevent retaliation and ensure the highest level of confidentiality. The decision of the Board of Directors shall be final.
Operational Excellence)
The Board of Directors plays a key role in driving sustainability through three key mechanisms:
(1) Strategic Direction Setting: Reviews and approves the ESG strategic plan, including environmental goals such as Carbon Neutrality, to ensure alignment with the Company’s business direction.
(2) Close Monitoring: Designates sustainability progress and risk management reporting as regular key agenda items at Board of Directors meetings.
(3) Self-Assessment for Continuous Improvement: Conducts regular Board performance evaluations to enhance effectiveness and strengthen the corporate governance structure.
Performance Achievements (Impact & Results)
A strong corporate governance structure enables the Company to maintain transparency standards, effectively integrate environmental strategies, and earn the trust of all sectors.
Board Diversity Policy
Report on Sustainability Performance and Development Targets 2025
The Company is committed to promoting diversity within the Board of Directors in terms of skills, experience, and gender, as a key mechanism for effective and transparent management and for creating balanced growth for all stakeholders. In 2025, the Company’s policy direction, targets, and actual performance were aligned with good corporate governance standards as follows:
| Diversity Composition | Target & KPI | Actual Achievement 2025 |
|---|---|---|
| 1. Board Independence (Board Independence) |
Requires independent directors to account for at least one-third of the total number of directors and not fewer than three directors | Reached Target A total of five independent directors actively served on the Board, in compliance with the proportion required by applicable laws and the Company’s policy. |
| 2. Gender Diversity Ratio (Gender Diversity) |
Adopts a gender-inclusive policy and sets a target for the proportion of female directors not less than 30% of the total Board composition to promote greater equality | Reached Target The Board structure comprises 10 male directors and 5 female directors, representing 33.33% female directors. 33.33%) |
| 3. Core Industry Experience (Industry Expertise) |
Requires at least one Non-Executive Director to have direct experience in the Company’s core business or industry. | Reached Target A total of five directors possess the qualifications and direct experience required under the established criteria and contribute to driving the Company’s core strategies. |
Executive Remuneration Policy and Disclosure
Monetary Remuneration Structure for Senior Executives 2025
1.Fixed Remuneration
Total base salary amounted to THB 97,449,368, reflecting roles, responsibilities, and competency levels aligned with industry rates within the same business sector.
Provident fund contributions amounted to THB 1,804,034, supporting long-term financial security and savings for executives.
2.Variable Remuneration
Total performance bonus amounted to THB 48,224,543, representing short-term variable remuneration directly linked to business performance, organizational operating efficiency, and allocation criteria determined by the Nomination and Remuneration Committee.
Shareholder Voting Rights
Protection of Rights in Decision-Making on Key Corporate Matters in Accordance with Good Corporate Governance Principles
Rights to Elect and Remove Directors at the Annual General Meeting
The Company has clearly established these principles in its Articles of Association and Good Corporate Governance Policy. At every Annual General Meeting of Shareholders, one-third of the directors must retire by rotation, while shareholders are given the opportunity to exercise their voting rights on an individual basis to elect new directors or re-elect retiring directors for another term.
Rights to Consider and Approve Directors’ Remuneration
Shareholders’ fundamental rights are protected under the Company’s policy to consider and approve directors’ remuneration on an annual basis. At the previous Annual General Meeting of Shareholders, an agenda item was proposed to determine the remuneration limit and allocation in a transparent manner, which was unanimously approved by the shareholders attending the meeting and entitled to vote.
Fair Competition Practices
Conducting business on the foundation of transparency, respect for rules, and strict adherence to business ethics
Fair Competition Practices
Fair and Free Competition: Focuses on conducting business in accordance with good governance principles, supporting transparent free-market mechanisms, and rejecting all forms of monopolistic trade practices.
Respect for Market Mechanisms and Consumer Protection: Does not engage in or distort market price mechanisms in ways that may create negative impacts or restrict consumers’ legitimate choices.
Integrity and Ethical Conduct: Does not engage in any actions that damage reputation, distort facts, or seek competitors’ confidential trade information through unlawful or unethical means.
2025 Performance Highlights
Long-term Targets (Commitment)
The Company is committed to continuously enhancing its corporate governance standards to align with international best practices by promoting Board Diversity and strictly maintaining standards for managing conflicts of interest. These serve as the highest-level governance mechanisms to guide the organization toward achieving its Net Zero greenhouse gas emissions target in a transparent and accountable manner.
Towards International Corporate Governance Standards
Progress in Good Corporate Governance