Chairman of the Governance Committee
The Governance Committee comprises three members, including the Chairman and one member who are independent directors. The remaining member is an advisor to the Company with extensive knowledge, expertise, and experience in good corporate governance. All members perform their duties independently, in accordance with the Governance Committee’s Charter, and are committed to promoting the Company’s business operations in line with internationally recognized principles of good corporate governance. This is to safeguard the interests of shareholders and stakeholders, as well as to preserve the reputation and credibility of the Group.
With regard to the performance and views of the Governance Committee for the year 2025, the key matters can be summarized as follows:
Meetings and Performance Evaluation of the Governance Committee
In 2025, the Governance Committee held a total of three meetings, more than requirement of the Committee’s Charter, with all members attending every meeting. The Committee duly fulfilled its oversight duties in accordance with the authorities and responsibilities defined in the Charter.
Furthermore, based on the annual performance evaluation conducted through a cross assessment process, in which all 12 directors of the Company provided their assessment, the Governance Committee achieved a performance rating of 93 percent. This result reflects the Board’s confidence and overall satisfaction with the Governance Committee’s effectiveness in overseeing corporate governance matters.
Oversight of Shareholder Rights and Equitable Treatment of Shareholders
The Governance Committee places significant emphasis on the protection of shareholders’ rights and the equitable treatment of all shareholders, including minority shareholders. The Committee supports the Company in providing shareholders with opportunities to propose agenda items and nominate qualified candidates for directorship through transparent, fair, and clearly defined criteria and consideration processes, in line with the principles of good corporate governance. However, at the Annual General Meeting of Shareholders for the year 2025, no proposals were submitted by shareholders.
Oversight of the Review of Corporate Governance Policies and Practices
The Governance Committee reviewed and provided recommendations to the Board of Directors on the Company’s key corporate governance policies and documents, including the Organizational Regulations, the Corporate Governance Policy, and the Code of Business Conduct. This was to ensure that such policies and practices remain appropriate, aligned with the current business context, and in compliance with applicable corporate governance principles and recognized best practices.
Monitoring of Corporate Governance Rules and Standards
The Governance Committee closely monitors changes in rules, practices, and requirements issued by relevant regulatory authorities, including the Stock Exchange of Thailand and the Securities and Exchange Commission, as well as corporate governance criteria and standards at both domestic and regional levels, such as the CGR, AGM Checklist, SET ESG Rating, and ASEAN CG Scorecard. The Committee regularly reports such developments to the Board of Directors to ensure that the Company’s corporate governance practices remain comprehensive, up to date, and aligned with applicable standards. In 2025, the Company received a 5 star (Excellent) Corporate Governance Rating (CGR) for the tenth consecutive year, achieved a SET ESG Rating of AA for the seventh consecutive year, and continued its membership in the Thai Private Sector Collective Action against Corruption (CAC). These achievements reflect the strength of the Company’s corporate governance framework and the continued confidence of its stakeholders.
In conclusion, the Governance Committee is of the view that, based on the above mentioned performance and when considered together with other corporate governance frameworks and practices across the Group, shareholders and stakeholders can have confidence that the Company has a sound corporate governance structure and a strong governance driven corporate culture. These foundations support the Company’s sustainable growth and long term value creation.
Remark: The Governance Committee consists of three members.