Corporate Governance

Importance and Mission

The Company recognizes the importance of good corporate governance and upholds its principles within the framework of business ethics and corporate governance best practices. This is reflected in conducting business fairly, transparently, and with accountability to all stakeholder groups — forming the essential foundation for building long-term confidence, trust, and credibility. Conversely, ineffective corporate governance may negatively impact the Company's stakeholder confidence, reputation, competitive position, and ability to create organizational value in the future.

The Board of Directors and senior management, therefore place strong emphasis on leading by example as role models in corporate governance, fostering an organizational culture grounded in accountability, ethics, and sustainability across all dimensions of operations.

The Good Corporate Governance Principles

Goals and Performance

Annual Target for the Year 2025

Significant corporate governance complaints: 0 cases

Performance

ESG Performance Data

No Significant corporate governance complaints (0 cases)

ESG Performance Data

Supporting the SDGs

Peace, Justice and Strong Institutions

Partnerships for the Goals

Management Approach

The Company is committed to sustainable development and growth founded on the principles of good governance and corporate governance best practices — a fundamental framework that listed companies are expected to uphold, encompassing ethics, integrity, transparency, and accountability to society, the environment, and all stakeholder groups. The Board of Directors has accordingly established a corporate governance policy and practice guidelines aligned with the principles set forth by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as well as recommendations from the Corporate Governance Assessment Report of the Thai Institute of Directors (IOD). These serve as the guiding framework for directors, executives, and employees at all levels. And it mandates a review at least once a year in order to create a culture of transparency and accountability within the organization.

With respect to the Company's management structure, the Board of Directors is responsible for regularly reviewing the board's size, composition, and proportion of independent directors to ensure they remain appropriate for achieving the organization's objectives and goals. The management structure is clearly defined, comprising the Board of Directors and four sub-committees, with the management team responsible for day-to-day business administration. A Company Secretary is also appointed to fulfill duties as required by applicable laws and regulations, as well as any additional responsibilities assigned by the Board

Sustainability Governance Structure

Total directors

Non-executive directors

10 representing 62.50%

Executive directors

6 representing 37.50%

Independent directors

6 representing 37.50%

Male 12

Female 4

Board of Directors Gender Ratio

Ratio of independent directors to total Board

3:8

Ratio of non-executive directors to total Board

5:8

Management Structure

Board Skills Matrix

Board Skill Matrix
Name	Investment	Strategy	Real Estate	Accounting / Finance	Risk Management	Corporate Governance	Legal	Economics	Business Management & Marketing	Sustainability	Information Technology
1. Mr. Somkid Jatusripitak
2. Mr. Boonsithi Chokwatana
3. Mr. Samrerng Manoonpol
4. Mr. Vichai Kulsomphob
5. Mr. Vorayos Thongtan
6. Ms. Sirikul Dhanasarnsilp
7. Mr. Pipope Chokvathana
8. Mr. Sujarit Patchimnan
9. Mr. Piriya Khempon
10. Mr. Pun Paniangvait
11. Mrs. Chailada Tantivejakul
12. Mr. Nipon Poapongsakorn
13. Mrs. Punnee Worawuthichongsathit
14. Mrs. Atchaka Sibunruang
15. Mr. Pravej Ongartsittikul
16. Mr. Ruangroj Poonpol

Director and Executive Nomination

The Board of Directors has delegated responsibility for director selection to the Nomination and Remuneration Committee, which identifies and screens candidates based on qualifications, knowledge, capabilities, skills, and experience beneficial to the Company's operations. The following preliminary criteria are applied:

Candidates must possess knowledge, management skills, and business experience relevant to the Company's operations, with specialized expertise aligned with business strategy, without discrimination on the basis of gender, age, ethnicity, or religion.
Candidates must have demonstrated organizational leadership experience, strong leadership qualities, broad vision, high ethical standards, a positive attitude toward the organization, and the ability to dedicate sufficient time to the Company's business.
Candidates must have a transparent personal record and must not possess any prohibited characteristics as prescribed by the Securities and Exchange Commission (SEC).
Candidates must be recognized within relevant organizations and business sectors.
Potential conflicts of interest must be considered

Director Selection, Nomination, and Appointment Guidelines

In considering the selection, nomination, and appointment of directors, the Board of Directors evaluates board composition and qualifications with emphasis on board diversity, encompassing ethnicity, race, nationality, gender equality, age, religion, culture, knowledge, experience, and specialized expertise — on an equal and non-discriminatory basis. This diversity promotes the exchange of experience and insights, thereby enhancing the effectiveness of board operations. The Board Skill Matrix is also reviewed annually to ensure alignment with the Company's business strategy. The criteria for evaluating director nominees are as follows:

Nominees must possess knowledge, capabilities, and business experience, along with professional skills, specialized expertise, and an appropriate educational background.
Nominees must demonstrate leadership qualities, broad vision, high ethical standards, a positive attitude toward the organization, and the ability to dedicate sufficient time to the Company's operations.
Nominees must not be blacklisted by any organization, including the SEC, or have been convicted of a criminal offense.
Additional qualifications appropriate to and consistent with the board's composition and structure in line with the Company's business strategy will also be considered.

Board Performance Evaluation

The Company conducts annual performance evaluations of the Board of Directors, covering individual directors' assessments of the full Board's performance, individual self-assessments, and evaluation of the Chief Executive Officer's performance. Performance evaluations are also conducted for all sub-committees, with scores recorded continuously since the evaluations were first introduced, to enable comparison, analysis, and review of issues and challenges over time, and to inform ongoing improvements in operational effectiveness. Evaluation scores are calculated as a percentage of the full score for each assessment item, based on the following rating scale:

Above 90%: Excellent
Above 70%: Good
Above 50%: Satisfactory
50% or below: Needs Improvement

In fiscal year 2025, the results of the full Board performance evaluation, individual director self-assessments, and CEO performance evaluation are summarized as follows:

Performance Evaluation	Average Score (%)	Rating
Full Board of Directors performance evaluation	90.40	Excellent
Individual director self-assessment	89.69	Good
Chief Executive Officer performance evaluation	91.21	Excellent
Sub-committee self-evaluations
Audit Committee	100.00	Excellent
Nomination and Remuneration Committee	80.00	Good
Corporate Governance and Risk Management Committee	92.27	Excellent
Sustainability Committee	82.00	Good