Board Performance on Governance
Progress in Corporate Governance
The company has continuously developed corporate governance measures to elevate management standards to support business expansion, development, and alignment with international standards. The Board of Directors prioritizes effective, transparent, and accountable governance.
Throughout the past year, the company has emphasized governance operations in various areas, including improving governance charters and practices, supporting organizational management and risk management systems, promoting transparent operations to maintain standards, and developing governance technology to comprehensively cover actual operations with greater stability.
Meeting and Attendance
In 2025, the Board of Directors held 6 regular shareholder meetings with advance meeting schedule policies and agenda setting by the secretary or relevant directors to support effective governance and operations.
| No. | Board Members | Attendance / Eligible Meetings 2025 | ||||
|---|---|---|---|---|---|---|
| AGM 1 time | BOD 6 times | AC 4 times | RMC 3 times | NRC 2 times | ||
| 1 | Mr. Sombat Anantaramporn | 1/1 | 6/6 | - | - | - |
| 2 | Dr. Chalida Anantaramporn | 1/1 | 6/6 | - | - | 2/2 |
| 3 | Mr. Choosak Direkwattanachai | 1/1 | 6/6 | 4/4 | 3/3 | 2/2 |
| 4 | Khunying Chada Wattanasiridhamma | 1/1 | 6/6 | 4/4 | 3/3 | 2/2 |
| 5 | Mrs. Phathreya Benjaphonchai | 1/1 | 6/6 | 4/4 | 3/3 | - |
| 6 | Dr. Sukhum Kanjanapimai | 1/1 | 6/6 | 4/4 | - | - |
| 7 | Ms. Kwanta Meesomporn | 1/1 | 6/6 | - | - | - |
| 8 | Dr. Natthanai Anantaramporn | 1/1 | 5/6 | - | - | - |
| 9 | Mrs. Ranyarat Ruangbandit | 1/1 | 6/6 | - | 3/3 | - |
| 10 | Mrs. Pensri Jantikad | 1/1 | 6/6 | - | 3/3 | - |
| 11 | Dr. Lilrada Anantaramporn | 1/1 | 6/6 | - | - | - |
| 12 | Ms. Warisa Anantaramporn | 1/1 | 6/6 | - | 3/3 | - |
| Average Total | 100% | 98.61% | 100% | 100% | 100% | |
Board Performance
Summary of Board of Directors Performance
In 2025, the Board of Directors performed governance and management duties independently and transparently, emphasizing equal and fair treatment of stakeholders while focusing on business direction, corporate governance, and risk management to support sustainable long-term growth.
Key highlights:
- Consider and approve corporate strategy and business activities
- Review and approve vision, annual operating plans, and annual budgets including quarterly forecasts
- Approve 56-1 One Report and annual reporting
- Supervise and monitor operations, systems, and corporate regulations to ensure compliance with relevant laws
- Consider appropriate management structure and approve appointments and responsibilities
- Establish sub-committees/working groups to perform duties within appropriate scope of authority
- Evaluate performance of the Board, sub-committees, Managing Director, and senior executives (CEO)
- Review and improve policies, practices, and regulations to cover transactions with related parties
Corporate Governance, Nomination and Remuneration Committee Performance Summary
In 2025, the Corporate Governance, Nomination and Remuneration Committee successfully performed duties according to the charter transparently and effectively, overseeing directors and appropriate remuneration aligned with corporate strategy.
Key highlights:
- Corporate Governance: Review and improve policies, company regulations, and charters covering sub-committees, ensure annual Board performance evaluation, and communicate fairness of regulatory compliance monitoring systems
- Nomination and Remuneration: Nominate and select directors and senior executives, disclose Board diversity and independent director ratio (Board Diversity and Skill Matrix), determine fair and comprehensive remuneration including additional engagement benefits
Audit Committee Performance Summary
In 2025, the Audit Committee performed duties independently, transparently, and openly based on independence and experience in governance oversight and system evaluation, implementing standards and follow-up to present significant issues to the Board.
The Audit Committee met with auditors without management present at least once a year.
Key highlights:
- Financial Report Review: Review quarterly and annual financial reports, coordinate with auditors to ensure reports are accurate, transparent, and disclosed, based on independence and experience, implement standards and follow up to present significant issues to the Board
- Internal Control Review: Consider appropriateness and effectiveness of internal control systems, appropriateness, and monitoring and audit efficiency with no significant issues found
- Ethics Framework Oversight: Review procurement systems and corporate ethics, ESG compliance alignment, and oversee updated anti-corruption policy compliance
- Legal Compliance Oversight: Monitor compliance with relevant laws and regulations with no complaints regarding integrity or business ethics
- Annual Audit: Consider and select qualified auditors with fair remuneration and propose to the Board
Risk Management and Sustainability Committee Performance Summary
In 2025, the Risk Management and Sustainability Committee effectively performed duties within the scope of authority, overseeing risk management and driving operational governance appropriately, transparently, and comprehensively including regulatory governance, focusing on systematic management.
Role and responsibilities of the Risk Management and Sustainability Committee:
- Enterprise Risk Management Framework: Define risks and comprehensive risk management framework covering all company aspects, including setting acceptable risk levels (Risk Appetite / Risk Tolerance)
- Risk Status Monitoring and Review: Consider and verify risks that may impact business operations, strategic plans, and government regulations
- Risk Management Plans and Measures: Provide recommendations for appropriate risk management to maintain appropriate governance
- Significant Risk Reporting: Especially severe risks, and report to the Board for governance oversight