Corporate Governance Policy and Practices

The Board of Directors has developed Corporate Governance and Sustainability policy to serve as practice guidelines for directors, executives, employees, and stakeholders to acknowledge its intent and the policy framework.

The Corporate Governance and Sustainability Committee is responsible for overseeing the Company’s corporate governance to ensure that it is consistently effective, policies and practices are reviewed on an annual basis.

This is to ensure the Company’s corporate governance meets recognized standards and effectively demonstrates compliance with the corporate governance code. The Company adopts corporate governance guidelines, such as the ASEAN Corporate Governance Scorecard (ACGS), OECD Corporate Governance Code for Listed Companies, and SEC Corporate Governance Code for Listed Companies, to develop its Corporate Governance and Sustainability Policy which covers 8 major principles, as follows:

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Corporate Governance Structure

The Company established a corporate governance structure to ensure compliance with the corporate governance code, which consists of the Board of Directors and 5 subcommittees: the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainability Committee, and the Information Technology Committee. The Board of Directors and each subcommittee defined their respective roles, duties, and responsibilities in a corporate governance committee charter. The subcommittee charter is reviewed at least once a year.

Code of Conduct

The Company established stakeholder management guidelines in its Code of Conduct and Code of Ethics, taking into account responsibility to stakeholders, shareholders, employees, customers, suppliers, contractors, communities, society, and the environment. The Company promotes free and fair trade competition and avoids actions that may result in conflicts of interest or infringe on intellectual property rights, as well as fighting against all forms of corruption

In 2024, the Company promoted awareness of the Code of Conduct and Corporate Governance Code throughout the organization as follows:

• Organized training sessions to provide knowledge on good corporate governance to directors and executives. This included the course “Corporate Governance and Legal Implications for the Board: Introduction to Corporate Governance” by the Thai Institute of Directors Association (IOD), as well as training on “Director and Officer Liability Insurance (D&O)” for the Board of Directors, executives, and employees, by Bangkok Insurance Company Limited. A total of 41 participants attended the training, including 8 company directors.
• Prepare a legal manual that includes potential liabilities and penalties that the Company and directors must follow.
• Disclose the Code of Conduct and Code of Ethics to suppliers through the Purchasing Department and disseminate them on the Company’s website.
• Educate employees on the Code of Conduct.
  • Communicate and educate employees on the Code of Conduct and Code of Ethics by posting them on the Company’s website and through internal communication channels, including public relations boards, the Intranet, and a shared drive accessible to all employees.
  • Communicate and educate employees on the policies regarding insider trading, information disclosure, and conflicts of interest on the Company’s website, intranet, and Share Drive, which are available to all employees.
  • The Corporate Governance Department promotes awareness of two corporate governance topics on the Company intranet: Annual General Meeting and Corruption.
  • Prepare to organize additional training courses on the Code of Conduct to enhance employees’ understanding of the Code of Conduct by 2025.
• Review Corporate Governance and Sustainability policies and develop relevant policies to promote good corporate governance. The Company has complied with the 2017 corporate governance code for listed companies by the SEC. The Board of Directors reviews the implementation of the CG Code at least once a year to ensure that it is appropriate for the business context.
• In addition, the Company established various policies such as a human rights policy, an anti-corruption policy, a prevention of conflict of interest policy, an internal information policy, and a personal data protection policy for the direct or indirect benefits to oneself or others. The Company published various policies on the Company’s website and regularly monitors its corporate governance performance.

The Thai Institute of Directors Association (IOD) awarded the Company a 5-star rating for the Corporate Governance Report of Thai Listed Companies or Excellent CG Scoring due to its performance and information disclosure in accordance with the corporate governance code. The Company was also ranked in the Top Quartile of listed companies with a market capitalization of 3,000 - 9,999 million Baht from The Thai Institute of Directors Association and received a perfect score of 100 on the AGM checklist.

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Anti-Corruption

The Company is committed to conducting business with transparency and recognizes the importance of combating all forms of corruption by complying with the laws and operating business for the benefit of society. The Company encourages employees to perform their duties with integrity and to be good citizens and established written anti-corruption policies and guidelines that serve as a framework for directors, executives, and employees, fostering awareness and emphasizing the importance of collective adherence to these policies to instill confidence among stakeholders in its commitment to operating under an anti-corruption framework. This policy has been communicated to all employees, and both the Board of Directors and all employees are required to strictly adhere to the policy. The Company also monitors the offering and receiving of gifts from various agencies. Activities are organized to support the fight against corruption with suppliers. The Procurement Department has sent emails inviting suppliers to engage in anti-corruption campaigns and to observe the No Gift Policy on Thailand’s Anti- Corruption Day, which is observed on September 6 each year.

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Complaint and Whistleblowing Procedures

The Company has established a policy to protect whistleblowers and a process for receiving reports regarding corruption and violations of the Company’s Code of Conduct and corporate governance. Whistleblowing channels are available to directors, executives, employees, customers, stakeholders, or any individual with concerns or observations of violations. Whistleblowers may report suspected misconduct, corruption, embezzlement, unethical behavior, or any concerns for non-compliance with the Code of Conduct directly to the Audit Committee or the Chairman of the Audit Committee. The Company provides complaints and whistleblowing channels as follows:

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