Sustainability Development Structure

Sustainability Development Structure

Sustainability Development Structure

The Company adopts a one-tier board structure, comprising the Board of Directors and four Board Committees responsible for overseeing business operations to ensure compliance with applicable laws, the Company's objectives and regulations, shareholders' resolutions, and the Board Charter. The governance framework is regularly reviewed and updated to align with the evolving business environment and corporate governance best practices.The composition of the Board complies with the requirements of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission of Thailand (SEC), with an appropriate proportion of independent directors to support effective and independent oversight. As of 31 December 2025, the Board consisted of 12 directors, with a diverse mix of qualifications, expertise, and experience across the Board and its Board Committees.

Board of Directors

Gender

Male 10 Person

%

Female 2 Person

%

Nationality / Ethnicity

Thai
10 Person
%
Japanese
2 Person
%

Board Qualification

Executive 1 Person

Non-Executive 11 Person


Independent Director 4 Person

Non-Independent Director 8 Person

Qualifications of the Chairman of the Board

Independent

Not being managing director/former managing directo

Not an executive/former executive

The tenure for the Board of Directors Years’ Experience Year

Directors First appointment date of director The tenure for years’ experience (As of 31 December 2025)
1. Mr. Thanong Bidaya 17 Nov 2008 17
2. Mr. Plew Trivisvavet 22 May 2008 17
3. Mr. Sombat Kitjalaksana 22 May 2008 1
4. Mr. Somnuk Chaidejsuriya 22 May 2008 17
5. Mr. Phairuch Mekarporn 22 May 2008 17
6. Mr. Suvich PungchareonN 22 May 2008 17
7. Mrs. Payao Marittanaporn 17 Feb 2015 10
8. Mr. Phongsarit Tantisuvanitchkul 25 Feb 2016 9
9. Ms. Walainut Trivisvavet 1 Mar 2018 7
10. Mr. Yuttana Yimgarund 7 Dec 2021 4
11. Mr. Kenichi Ishida 8 Jun 2023 2
12. Mr. Hisao Morioka 12 Dec 2024 1
Averages 11

Sub-committees

Sub-committees Categorized by characteristics Duties and Responsibilities
Executive Committee (Total 5 persons)
  • Non-Executive Director of 4 persons
  • Executive Director of 1 person
  • Non-Independent Director of 5 persons
  • Male 4 persons
  • Female 1 persons
  • Supervise the Managing Director’s performance in accordance with the policies and strategies stipulated by the Board of Directors, as well as provide advice to the Managing Director.
  • Supervise feasibility studies for new projects as well as consider approving various projects.
  • Has the authority to approve any juristic acts which are binding on the Company, in the amount not exceeding 50 million Baht under the policy and strategy framework by the Board of Directors.
  • Perform other tasks as assigned by the Board of Directors.
Audit Committee (Total 3 persons)
  • Non-Executive Director of 3 persons
  • Independent Director of 3 persons
  • Male 3 persons
  • Review the Company’s financial reports for accuracy and adequate disclosure.
  • Review the internal control system and internal audit of the company.
  • Consider the disclosure of the information in case of connected transactions or transactions that may cause conflicts of interest to be accurate, complete, and timely.
Risk Management, Corporate Governance and Sustainability Committee (Total 5 persons)
  • Non-Executive Director of 4 persons
  • Executive Directors of 1 person
  • Independent Director of 2 persons
  • Non-Independent Director of 3 persons
  • Male 3 persons
  • Female 2 persons
  • Consider policies, strategies, and risk management plans.
  • Monitor and control overall risk management at an acceptable level.
  • Supervise the performance of the Board of Directors as well as the management according to the principles of good corporate governance.
  • Review the corporate governance policy and the corporate governance manual and code of conduct for business operations.
  • Follow up on policy compliance through complaints channels.
  • Supervise operations; provide advice and recommendations for corporate sustainability development. Covers Environmental, Social and Governance (ESG) including climate change management.
  • Supervision and Advisory on Organizational Sustainability:
    1) Climate Change: Including the management of greenhouse gas emissions from business processes.
    2) Human Rights: Respecting the rights of stakeholders.
    3) Occupational Health, Safety, and Work Environment: Ensuring workplace safety and well-being.
    4) Information Technology and Cybersecurity: Maintaining data integrity and protecting against cyber threats.
Nomination and Remuneration Committee (Total 4 persons)
  • Non-Executive Director of 4 persons
  • Independent Director of 2 persons
  • Non-Independent Director of 2 persons
  • Male 4 persons
  • Recruiting people for the positions of the Board of Directors and Managing Director.
  • Propose opinions on compensation management and other benefits for the Board of Directors, Sub-Committees and Managing Director.

Note : Details of the Sustainability Governance Structure are disclosed in the Company’s 2025 Form 56-1 One Report, available on the Company’s website at the following link Form 56-1 One Report 2025 | TTW

Risk Management, Corporate Governance and Sustainability Committee and Sustainability Development Committee

The Company has established a Risk Management, Corporate Governance and Sustainability Committee, formerly known as the Risk Management and Corporate Governance Committee. The Committee oversees risk management, corporate governance, and sustainability matters and meets at least quarterly to monitor progress and report directly to the Board of Directors. Effective October 1, 2025, the Committee was renamed to strengthen its oversight of sustainability matters, including ESG policies, strategies, targets, performance, and ESG-related risks. Key matters reported during the year included climate change and water management. The Committee’s responsibilities are aligned with the requirements of the Stock Exchange of Thailand (SET), the Securities and Exchange Commission (SEC), and relevant international standards.

The Company also has a Sustainability Development Committee, comprising the Managing Director, Deputy Managing Director, Department Directors, and Sustainability Development Manager. The Committee is responsible for considering, establishing, reviewing, and improving the Company’s sustainability policies and ensuring alignment with the organization’s overall objectives. It reports directly to the Risk Management, Corporate Governance and Sustainability Committee.

At the operational level, the Company has established a Sustainability Development Working Team, comprising Section Managers and Department Managers. The Working Team reports directly to the Sustainability Development Committee and is responsible for developing policies and practices, implementing sustainability strategies, and monitoring progress. The Working Team meets at least quarterly and coordinates with relevant experts and operational units to ensure integrated implementation and achievement of the Company’s sustainability objectives and vision.

Note: The Legal and Corporate Governance Department operates under the Office of the Managing Director.