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Sustainability Management Principles

Sustainability Management Principles

Sustainability Development Structure

The Company’s Board of Directors operates under a one-tier system and comprises four sub-committees tasked with overseeing business operations in alignment with legal requirements, company objectives, and regulations.

These committees also ensure adherence to shareholder meeting resolutions within the updated guidelines provided by the Board of Directors, which are regularly reviewed and adjusted to maintain consistency with evolving business conditions and corporate governance principles. The Board of Directors consists of a total of 12 committee members, selected based on diversity and qualifications, distributed among the various committees and sub-committees as follows :

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

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
  • 3 Males
  • 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
  • 3 Males
  • 2 Females
  • 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
  • 4 Males
  • 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.

Remark : The duties and responsibilities of the Sub-Committees disclosed in the 2024 Form 56-1 One report as published on the website

Sustainability Development Committee

The Company has established a “Sustainability Development Committee” responsible for overseeing and managing sustainability with in the organization. The committee comprises the Managing Director, Deputy Managing Directors, and Division Directors. The Committee operates under the supervision of the Risk Management, Corporate Governance and Sustainability Committee. In addition, the Company has appointed a “Sustainability Development Working Group,” consisting Section Managers and Department Managers from various units, to implement the assigned sustainability policies and measures. The Working Group is tasked with expanding and executing these initiatives into concrete actions across all business areas of the Company.

Sustainability Development Division

vision and mission, as well as to adapt to the evolving business landscape that increasingly emphasizes sustainable business practices in line with global sustainability trends. As part of this initiative, the Company established the “ Sustainability Development Division” to support the long-term advancement of the organization’s sustainability efforts.

Remark: Legal and Compliance Department under the Office of Managing Director Division.

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