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Good Corporate Governance

Good Corporate Governance

The Board of Directors acknowledges the vital role of corporate governance in the Company's sustainable growth, enhancing shareholder value, and fostering trust among all stakeholders, including shareholders, employees, customers, business partners, competitors, and creditors.

GRI 102-31, GRI 102-18 and GRI 102-28
ISO 26000
good-coper-02

Management approach

Corporate governance is a crucial factor in driving our organization’s sustainable development. We adhere to the framework set by the Stock Exchange of Thailand (SET), the Institute of Directors, and other relevant organizations, including:

1. Corporate Governance Report of Thai Listed Companies (CGR);

2. Annual General Meeting Checklist; and

3. Corporate Governance Code.

Policy : Corporate Governance Policy

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Stakeholders :

Shareholders, investors, civil societies, academics, media outlets, regulators, and employees

Short-term goals :

  1. Score of Corporate Governance Report: 5 Stars
  2. Score of Annual General Meeting Checklist: ≥ 98

Long-term goals :

  1. Score of Corporate Governance Report: 5 Stars
  2. Score of Annual General Meeting Checklist 100 (Full score)

2024 Key Performance(s) :

  1. Score of Corporate Governance Report: 5 Stars
  2. Score of Annual General Meeting Checklist: 100
  3. Conducted the annual review of the gaps in the application of the Corporate Governance Code for Listed Companies 2017 (CG Code) and present the findings to the Board of Directors, considering its relevance and suitability for the business.

Board Composition

 –  Chairman is an independent director

 –  Proportion of non-executive directors is 83%

 –  Proportion of independent directors is 50%


NATION OF THE CHIEF EXECUTIVE OFFICER

The Board of Director assigned the Nomination and Remuneration Committee the task in nominating on of the Chief Executive Officer committee as follows:

1. To identify internal and/or external candidates;

2. To review and confirm the CEO’s profile, based on DDI and business profile according to the Company’s Vision and Mission 2025. The assessment of the prospective Chief Executive Officer is based on criteria including

    – knowledge and experience in the asphalt, petroleum products and road construction industries

    – good relationship with relevant networks in our industries

    – possessing the desired competencies of leadership as stipulated in the Company’s Core Values

3. To propose the best candidate(s) to the Board of Directors for consideration.

4. Establish goal setting with successful candidate

SUCCESSION PLAN

In 2024, the Nomination and Remuneration Committee reviewed the succession plan for the CEO and other executive positions as part of business risk management. Three nominated C-Suites will be developed to ensure they possess in-depth experience and knowledge in the asphalt business, in addition to their reputation, leadership, proven track records, dedication, and other outstanding competencies. These efforts align with the key factors that drive the company toward its goals, as outlined by Development Dimensions International Inc. (DDI), an external consultant. The Nomination and Remuneration Committee continues to monitor the progress of the CEO succession plan, and such progress is reported annually to the Board of Directors.

Throughout 2024, the potential successors have participated in various development programs and created individual development plans. Their progress has been reviewed every six months by their mentors, CEO, and selected senior executives. This process will be carried out again at the end of 2024 to further strengthen the succession planning process through the implementation of additional initiatives and procedures.

To strengthen the succession planning process by implementing additional initiatives and processes. The successor also is provided with coaching to build the skills and experience necessary to be a successful leader in our organization. This process will not only benefit the successor, but it will also establish a strong talent pipeline for future leadership positions, including the role of CEO.

Performance Indicators of the Chief Executive Officer

Financial indicators
Non-financial indicators
Revenue, GP, EBITDA and net profit margin targets
Strategic goals; execution and monitoring progress per Vision 2025
Market share of Thailand Business
ESG Performance
Market shares of international subsidiaries
Ensure implementation of enterprise risk management at International subsidiaries
ROI, ROA, ROE, Total Shareholders’ Returns