Corporate Governance and Business Ethics
Supporting the SDGs
Goals and Performance Highlights
2025 Target
2025 Performance
Challenge and Opportunity
Managing business amid regional expansion, increased investments, and diverse partnership networks has made the business environment more complex, particularly in terms of regulatory requirements, supply chains, and operational standards across different jurisdictions.
The key challenge, therefore, extends beyond legal compliance to strengthening a corporate governance framework that maintains consistent standards across the entire organization, including subsidiaries, business partners, and suppliers. This approach helps mitigate risks related to corruption, ethical misconduct, and regulatory non-compliance, which could affect financial stability, corporate reputation, and stakeholder confidence. At the same time, strong corporate governance presents a strategic opportunity to enhance transparency, credibility, and management effectiveness. It supports informed decision-making and capital allocation aligned with the growth of renewable energy and infrastructure businesses, while reinforcing the Company's role as a trusted partner in long-term investments and business collaborations amid increasing ESG expectations from investors, financial institutions, and regulators.
Management Approach and Value Creation
Good Corporate Governance Policy
The Company has established and implemented the "Good Corporate Governance Policy" to serve as a guideline for the Board of Directors, subcommittees, executives, and employees at all levels, including all involved groups, to conduct business with responsibility, fairness, transparency, accountability, and in accordance with business ethics principles as follows:
Accountability
Responsibility
Equitable Treatment
Transparency
Value Creation
Ethics
Moreover, the Company has established and implemented the "Code of Conduct" as a guideline for good practice in the operation and management of the organization's system in accordance with corporate governance principles, responsibility, and ethical standards. This policy goes beyond business components and legal compliance, covering ethics in business operations, the ethics of directors, executives, and employees, as well as ethics toward stakeholders. It aims to create and maintain good relationships with all stakeholder groups.
Good Corporate Governance Policy and ReportsGood Corporate Governance Approach
The Company adheres to the principles of good corporate governance, referencing the guidelines of the Securities and Exchange Commission (SEC), recommendations from the Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute of Directors (IOD), and international criteria such as the ASEAN Corporate Governance Scorecard (ACGS) based on the principles of the Organization for Economic Co-operation and Development (OECD). This also encompasses sustainability management, the establishment of an anti-corruption framework, and the oversight of good corporate governance policies and practices in accordance with the Corporate Governance Code (CG Code) for listed companies on the Stock Exchange of Thailand. These principles are continuously reviewed and updated to align with ethical business practices. The Company's corporate governance structure and practices consist of 4 main categories as follows:
1. Rights of Shareholders and Equitable Treatment of Shareholders
2. Role of Stakeholders and Business Sustainability
3. Disclosure and Transparency
4. Responsibilities of the Board
Corporate Governance Structure
The Company maintains a clear corporate governance structure. The Board of Directors comprises members with diverse qualifications in terms of gender, age, knowledge, expertise, and experience (Board Diversity) to support comprehensive and effective corporate governance. The Board plays a key role in setting the Company's direction and strategy and overseeing operations to ensure alignment with the organization's objectives and goals. In performing its duties independently from management, the Board acts in the best interests of the Company, shareholders, and all stakeholders, while promoting business operations in accordance with sustainable development principles. To enhance governance effectiveness, the Board of Directors has delegated authority and responsibilities to 5 subcommittees to oversee specific areas as follows:
Supports the Board of Directors in overseeing and reviewing management operations, internal control systems, and compliance with applicable laws and regulations, ensuring that the Company maintains an effective corporate governance system.
Supports the Board of Directors in establishing policies and guidelines for risk management, covering key risks, sustainability risks (ESG risks), including climate change-related risks and impacts, as well as emerging risks.
Supports the Board of Directors in establishing policies, criteria, and processes for the nomination, selection, and appointment of individuals to serve as members of the Board of Directors and subcommittees, ensuring that candidates possess appropriate qualifications aligned with the Company's business strategy.
Supports the Board of Directors in establishing policies and overseeing corporate governance practices, business ethics, anti-corruption measures, and sustainability policies and frameworks to ensure alignment with governance principles and international standards. It also oversees key sustainability issues across environmental, social, and governance (ESG) dimensions, including the management of risks and potential impacts on the organization and its stakeholders, the promotion of respect for human rights, occupational health and safety, environmental and natural resource protection, and responsible business conduct to support long-term sustainable growth.
Supports the Board of Directors in managing and supervising the Company's operations to ensure effective implementation and promote sustainable growth. Responsibilities include establishing policies, operational guidelines, targets, business plans, management structures, approval authorities, and budgets. The Committee also oversees, monitors, and reviews performance to ensure alignment with the Board's vision, mission, strategies, and policies, as well as compliance with applicable laws, regulations, and anti-corruption measures, while ensuring that appropriate internal control systems are in place.
Composition of the Board of Directors
Performance Evaluation of the Board of Directors
The Company conducts an annual performance evaluation of the Board of Directors, subcommittees, and senior executives to review their effectiveness in alignment with their roles, corporate strategy, and good corporate governance principles. The Board conducts both collective and individual evaluations, while subcommittees are evaluated at the committee level. Furthermore, performance evaluations are conducted for the Chief Executive Officer (CEO), the Company Secretary, and the Secretary to the Audit Committee. The evaluation covers key issues reflecting corporate governance effectiveness and is categorized into two levels: committee-level and individual-level. All evaluation results are compiled and summarized by the Company Secretary and presented to the Board of Directors. These results are utilized to determine guidelines for the continuous improvement and enhancement of the effectiveness of the Board and executives, supporting effective corporate governance and sustainable organizational growth.
In 2025, all committees fully performed their duties in accordance with the authority, duties, and responsibilities defined in their respective charters. Performance results were regularly reported, and self-evaluations were conducted at both the committee and individual levels according to the Company's established assessment process. These evaluation results were utilized as crucial information for reviewing and improving operational guidelines, continuously enhancing committee effectiveness, and strengthening corporate governance for the following year.
Performance Evaluation of Senior Executives
The Board of Directors mandates an annual performance evaluation for the Chief Executive Officer (CEO), adhering to the good corporate governance principles for listed companies. This serves as a vital mechanism for reviewing management efficiency, strategy execution, and driving sustainable organizational growth. The Board considers and approves the evaluation criteria and forms to ensure completeness, transparency, and alignment with regulatory requirements. The evaluation framework is divided into two main dimensions:
Business and Financial Performance
ESG and Governance Performance
The Company has cascaded strategic and sustainability goals into the Key Performance Indicators (KPIs) of senior executives, linking them to the organizational performance evaluation system based on the Balanced Scorecard framework. This ensures that operations across all business lines align in the same direction. Consequently, these evaluation results are utilized as a key factor in determining both short-term and long-term remuneration, incentivizing executives to operate efficiently, transparently, and with a focus on the organization's long-term sustainability.
Further details regarding the performance evaluation of the Board of Directors, subcommittees, and senior executives are disclosed in the Annual Registration Statement / Annual Report 2025 (Form 56-1 One Report) under the "Corporate Governance" section, which reflects the Company's commitment to continuously developing corporate governance efficiency.
In addition to establishing the performance evaluation framework for the Board and senior executives, the Company prioritizes the support and promotion of effective internal control and internal audit systems. These serve as vital mechanisms for strengthening good corporate governance, transparency, and the credibility of business operations. Senior executives play a crucial role in setting policies, allocating resources, and fostering a corporate culture that emphasizes internal controls, risk management, and compliance with relevant laws and regulations. The Company also empowers the internal audit function to perform its duties independently, report directly to the Audit Committee, and operate efficiently. Information and recommendations derived from the internal control and internal audit processes are utilized to continuously improve operational workflows, risk management, and operational oversight. The effectiveness of the internal control system is regularly reviewed to enhance the quality, accuracy, and reliability of both financial and sustainability reporting. This enables the Company to disclose information to stakeholders transparently, comprehensively, and accurately, reflecting the Company's true performance, which forms the fundamental basis of good corporate governance and the sustainable growth of the organization.
Stakeholders Directly Impacted
Employees
Suppliers
Customers
Competitors
Shareholders and Investors
Public Sector
Business Partners
Community and Society
