Corporate Governance
Goals and Performance Highlights
- Full compliance with the SEC's CG Code
- Maintain a high CGR score from the IOD
- Disclose information transparently and on time
- The CG Code principles were fully implemented
- The 2025 Annual General Meeting of Shareholders was held on 25 April 2025 as a physical meeting
- Board policies and charters were reviewed
Challenges and Opportunities
As a company listed on the SET, the Company must comply with increasingly rigorous rules, including the SEC's CG Code and the requirements of the Stock Exchange.
- Maintaining high governance standards while meeting the expectations of both domestic and international investors who apply ESG frameworks such as FTSE Russell in their assessments.
- Building on a board structure that already includes independent directors and a full set of sub-committees.
Management Approach and Value Creation
The Company has four board sub-committees:
Audit Committee — Overseeing financial reporting and the internal control system, selecting the external auditor and considering connected transactions
Nomination and Remuneration Committee — Nominating directors and determining remuneration
Risk Management Committee — Overseeing enterprise-wide risk management
Corporate Governance Committee — Reviewing the CG policy and the sustainability policy
The Company has fully adopted the Corporate Governance Code for Listed Companies (CG Code) issued by the Office of the SEC. The Board attaches importance to governance that is transparent and accountable and that takes all stakeholders into account.
- Held on 25 April 2025 at 13:00
- Venue: Jupiter Rooms 12-13, 1st Floor, Challenger Building, IMPACT Muang Thong Thani
- Held as a physical meeting
- Minority shareholders were given the opportunity to propose agenda items and director nominations in advance (1 November 2024 – 30 December 2024)
- External auditor: Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. (audit fee of THB 2,580,000)
- Internal auditor: Mr. Thanaphat Wongwit (outsourced — PL Group)
- Company Secretary: Mr. Anajak Limpraisan
The Company has prepared and systematically reviewed its corporate governance policies, covering the following key areas:
- Corporate Governance Policy (CG Policy): Latest version with an effective date of 9 December 2024
- Taokaenoi Code of Conduct: Covering ethical principles for the conduct of business by directors, executives and employees
- Information Disclosure and Transparency Policy: The framework for disclosing information to the Stock Exchange and to stakeholders
- Policy on the Prevention of Insider Information Use: Mechanisms to prevent insider trading
- Policy on the Governance of Subsidiaries and Associated Companies: Principles governing investment and operations within the group
- IT Security Policy: Information technology security
- Articles of Association: The rules governing the Company's operations under public company law
Stakeholders Directly Impacted
Shareholders / Investors
Regulatory Agencies (SEC, SET)
External Auditors
