Report of the Corporate Governance and Ethics Committee
The Board of Directors strongly believes in conducting business according to business ethics and good corporate governance principles and alongside with corporate social responsibility (CSR) to be embedded as part of the organization culture. This is carried by integrating with the Company’s vision, mission, strategy, and goal to support efficient and transparent management in order to gain confidence from shareholders, investors and all stakeholders resulting in value-added and sustainable growth of the Company.
In 2023, the Corporate Governance and Ethics Committee (“the Committee”) still adhered to and seriously developed its policy on corporate governance on a continuing basis thus several awards received from various organizations could be summarized as follows:
- For evaluation of corporate governance reports of Thai listed companies by the Thai Institute of Directors (IOD), the Company was rated “Very Good” in 2006, 2008, 2009, and 2010, (in 2007, there was no survey on corporate governance of listed companies) and “Excellent (5 Stars)” for 13 consecutive years, since 2011 to 2023.
- For the evaluation of AGM checklist quality by the Thai Investors Association, the Company was rated “Very Good” in 2008, 2010, 2011, 2013, 2015 and 2017 and “Very Good: Should be a Role Model,” in 2009, 2012, 2014, 2016 2018 ,2019, 2020, 2021, 2022 and 2023 (scoring 100 points).
- The Committee has conducted the self-performance assessment for the year 2023 which comprises of 5 categories: Structure and Composition of the Committee, Roles and Responsibilities, Meeting, Duties Performance of the Committee’s Members, and Self Development of the Committee’s Members. The assessment criteria divided into 5 levels: 4 = excellent, 3 = good, 2 = fair, 1 = unsatisfactory, 0 = need improvement. The overall average result of the self-assessment of the Committee was equal to 3.54 points (Full score is 4 points).
- The Committee reviewed the current Corporate Governance and Ethics Committee Charter, which was of the opinion this charter is appropriate to the business of the group of companies, beneficial to the governance of the Companies group and promote the operation of the Company to be effective and drive the Company sustainable growth. In addition, this Charter of the CG Committee is consistent with the 2012 (B.E.2555) Good Corporate Governance Principles for Listed Companies of the Stock Exchange of Thailand and the 2017 Good Corporate Governance Principles For listed companies (CG Code) of the Securities and Exchange Commission (SEC). Therefore, the Company should be used the Charter of the Corporate Governance Committee, dated November 13, 2020, should be continued.
- To comply with good corporate governance principles. CG Committee have proposed approval through the Board of Directors to consider and approve that in considering the appointment of independent directors who have completed their terms to resume their positions. The Board of Directors has established a policy for independent directors to hold term of service is set for not exceeding 9 consecutive years, from the date of first appointment as independent directors. In the event that independent director is to be appointed to continue their positions The Board of Directors must reasonably consider such necessity.
- The Committee reviewed the Corporate Governance and Business Ethics Manual (revised version 8th, 2023) to the Board of Directors for approval. Which effective from May 1, 2023 onwards. The contents of the manual include principles, policies and practices that are consistent and suitable for the business context of the company. In reference to the principles of good corporate governance (CG Code) for the year 2022. By announcing and disseminating to all directors, executives and staff to acknowledge, understand and adhere to the principles of performance with responsibility, transparency, honesty and ethics for themselves, the organization, shareholders, and other interested parties.
The Company will still adhere to the policies on good corporate governance and ethics that the Company has formulated and support its improvement and development as well as continued and suitable disclosure of the results of corporate governance performance, reflecting the efficient, transparent, and ethical management and also promote the Company's corporate governance principles to be up-to-date and consistent with the changes that will raise the standards and practices of corporate governance of the Company.
Miss Boosaba Daorueng
Chairman of the Corporate Governance and Ethics Committee
February 28, 2024