CG Report

The Company continuously complies with the good corporate governance policy. The Company focuses on providing shareholders with fundamental rights, fair and equal treatment. These include the rights to attend shareholders' meeting; propose agenda items and/or nominate people to be directors in shareholders' meeting; express opinions and ask questions in shareholders' meeting; appoint a proxy to attend the meeting and vote on their behalf; receive dividends; elect, remove, and determine the remuneration of directors; appoint the auditor and determine the auditor’s fee; vote on important activities such as increasing or decreasing capital, acquisition or disposal of important assets, conducting related transactions, etc.; register of share ownership; change of owner or transfer of rights in shares; and receive significant information that is accurate, adequate, and timely. Therefore, the Board of Directors establishes and announces shareholder policies, as well as promotes and protects the rights of all groups of shareholders equally.

In 2023, there were no cases where the Company has been fined, accused, or civilly prosecuted by regulatory agencies for share repurchase, depriving shareholders of communication with each other, non-disclosure of Shareholders Agreement that have a material impact on the Company or other shareholders.

1. Right to attend the Shareholders’ Meeting

   The Company has established policies and guidelines to facilitate and encourage all groups of shareholders to exercise their fundamental rights to attend meetings and make decisions on important matters equally as well as to acknowledge and examine the operations of the Board of Directors and the management annually. The Board of Directors schedules an Annual General Meeting of shareholders within 4 months from the end of the Company’s fiscal year. In case where the Company has an urgent need to propose for approval of shareholders to consider important matters as a special case, the Board of Directors will convene for an extraordinary meeting of shareholders on a case-by-case basis.

2. Right to appoint proxies to attend meeting and vote on their behalf:

   The Company gives shareholders the right to appoint a proxy to a person who is of legal age to attend the meeting and vote on their behalf by using the proxy form in accordance with the form specified by the Registrar. The proxy shall submit the proxy letter to the Chairman of the Board of Directors, or a person designated by the Chairman of the Board of Directors before attending the meeting.

3. Right to receive dividend:

   The Company has a policy to pay dividends at the rate of not less than 40% of the consolidated profit after deducting legal reserves and other reserves, depending on the Company’s cash flow.

   In 2023, the Company set the “Record Date” on 20 March 2023 to gather the list of shareholders eligible to participate in the shareholders’ meeting, cast votes, and receive dividends. The annual dividend was paid on 19 May 2023. The dividend payment announcement was published in Thai and English newspapers for 3 consecutive days during 25-27 April 2023 as required by law and the Company’s Articles of Association.

   The Company annually checks and follows up on dividend payment to protect shareholders’ rights. The Company has found a certain amount of accrued dividend payment that shareholders have not yet collected. The Company has contacted the shareholders based on contact details in the Registrar’s database, notifying them of their accrued dividend and the procedure to retrieve it. The Company also facilitates shareholders by reissuing new cheques to replace the lost or expired ones and assisting in the transfer of dividend to shareholders’ heirs in case the shareholders passed away.

   The Company has encouraged shareholders to apply for the e-Dividend service, for a convenient, fast, and safe means to receive dividends in the next rounds and has sent them the application form. It is found that more shareholders tend to switch to the e-Dividend service.

4. Right to appoint, dismiss, and determine remuneration for directors:

   The Board of Directors proposes to the shareholders’ meeting to consider the election of directors to replace those retiring on rotation and determine the remuneration of directors annually.

   - Voting for Directors: The Company’s Articles of Association stipulate that the election of directors shall be carried by a majority vote of the shareholders present at the meeting and voting. In every vote, a shareholder has a vote equal to the number of shares he or she holds, assuming that one share has one vote, therefore, there is no cumulative voting.

5. Rights to appoint the auditor and determine the auditor’s fee

   The Board of Directors submits to the Annual General Meeting of shareholders to approve the appointment of the auditor and determine the auditor’s fee.

6. Rights to register or transfer share ownership

   The Company assigned Thailand Securities Depository Company Limited (TSD) as its Registrar, responsible for depositing the Company’s securities, collecting and updating shareholders’ information, and providing services to shareholders such as issuing securities certificates, depositing/withdrawing securities certificates, transferring of securities, and payment of various benefits to shareholders. Shareholders can contact TSD directly at TSD Call Center at 0 2009 9999 or apply for Internet-based Investor Portal service at: http://www.set.or.th/tsd/en/investorportal/investorportal.html

7. Rights to receive significant information that is accurate, adequate, and timely

   The Company complies with the requirements, criteria, conditions, and procedures relating to the disclosure of information and related operations of listed companies that are material, accurate, adequate, and timely.

8. Rights to participate in the Company’s activities

   The Company organizes the visits to the Group’s operating sites both domestically and internationally by providing opportunities for minority shareholders and institutional investors to participate in operating site visits annually. Through a random process, applicants who meet the Company’s criteria will be selected for the trip. Other engagement activities were also organized through online systems such as Opportunity Day, Analyst Meeting, and Press Conference, etc.

The Company exercises equitable treatment of all shareholders regardless of their status as major shareholders, minority shareholders or institutional shareholders and regardless of their nationalities. Key practices are summarized as follows:

1. Access to the Company’s information

   The Company uses SET’s information disclosure system as the main communication channel and determines authorized persons responsible for the Company’s information disclosure including the Chairman of the Board of Directors, the Board of Directors, Chief Executive Officer, and Chief Officers. The Company also establishes other communication channels: through the Company’s website and responsible units such as the Company Secretary Office, Internal Audit Department, Corporate Affairs Department, and Investor Relations Division

2. Bilingual documentation

   For equitable access of both Thai and foreign investors, the Company’s information published in the SET’s information disclosure system and the Company’s website is prepared in both Thai and English.

3. Encouraging minority shareholders to propose meeting agenda and/or nominate directors

   At the Annual General Meeting of Shareholders every year, the Company publishes information inviting minority shareholders to propose matters for inclusion in the agenda of the shareholders’ meeting and/or nominate persons to be directors through the SET’s system and clearly publishes the details of the criteria, method, process for consideration and channels of action through the Company’s website.

4. Proxy appointment

   The Company prepares the proxy document as specified by the Department of Business Development, Ministry of Commerce (type Gor, Khor, Kor) and sent to shareholders together with the invitation letter (Type Khor is recommended) with instructions specifying the documentary evidence that shareholders must prepare for the proxy as well as the conditions for the proxy that is convenient to facilitate shareholders who are not convenient or cannot attend the shareholders’ meeting in person to authorize other person to attend and vote at the meeting on their behalf. Shareholders can download the proxy document from the Company’s website or prepare their own proxy document, as deemed appropriate.

   At the 2023 Annual General Meeting of Shareholders, the Company nominated two independent directors as an alternative for shareholders to consider and appoint proxies to attend the meeting and vote on their behalf, namely Mr. Panuwat Triyangkulsri and Mr. Ratanachai Namwong together with information of each director, including their vested interest in the agenda item. A total of 435 shareholders appointed both independent directors as their proxies.

5. Electronic Voting

   The Company requires all shareholders to cast their votes through electronic means in real time by entering the username and password to verify their identities via computer, mobile phone, or tablet, which is convenient for attendees and voting process and can be verified. In addition, there is a legal advisor who is neutral to check the accuracy and transparency.

6. Prevention of abuse of inside information

   The Company sets forth policies, guidelines, and approaches to safely keep information from abusive acts in the Code of Conduct, regulations, orders, and announcements, for the acknowledgment and compliance of directors, executives, employees, and stakeholders. Directors, executives, and employees signed their acknowledgment on their first day of employment or on the orientation day. The guidelines are reviewed and improved at least once a year under the process set by the Board of Directors. The policies, guidelines, and preventive measures have been disclosed constantly via internal communication channels and on the Company’s website.

   Prevention of Misuse of Inside Information Policy

   Network and Computer Usage Policy

   Personal Data Protection Policy

   In 2023, no directors, executives and employees were found to have used inside information or traded securities during the period that the Company specified to refrain from trading. In addition, there is no accusation of directors and executives in the case of securities trading or using inside information for the benefit of themselves or others in an unlawful manner by the listed company regulatory agency.

7. Preventing conflict of interest

   The Company establishes policies and guidelines for preventing conflict of interest in writing in the Code of Conduct, the Company’s Articles of Association, Company’s regulations governing various committees. Directors, executives, and employees signed their acknowledgment on their first day of employment or on the orientation day. The guidelines are reviewed and improved at least once a year under the process set by the Board of Directors. The Board of Directors, executives, and employees shall perform their duties to the best of their abilities and make decisions based on the best interests of the Company under laws and ethics. Any person with vested interest in any matter under consideration shall notify others, leave the meeting room, and shall not involve in the consideration of such matter nor the voting. The policy and practices have been continuously communicated to directors, executives, and employees through the Board of Directors meetings and internal communications channels like LINE chat, or email, etc.

   Directors and executives shall also submit a vested interest report, concerning themselves and related persons, on the first day of service and when there is a change as specified in the “Directors’ and Executives’ Interests Report Form”. The report shall be submitted to the Company Secretary for keeping a record and copied to the Chairman of the Board of Directors and the Chairman of the Audit Committee examination. Subsequent reports must be submitted at least once a year, on 1 June.

   Regarding subsidiaries, affiliates, and joint ventures, a written procedure and guidelines are established to supervise and monitor the operations through the individuals serving as directors or executives of the entities on secondment agreements. The representatives shall follow the same set of practices. All functional chiefs are required to attend the Audit Committee’s meetings on a regular basis, or at least once a quarter, to update the committee as well as the Board of Directors on the subsidiaries, affiliates, and joint ventures’ operations and obstacles.

   In the event that the Company and/or its subsidiaries or group companies conduct business in the same way, operations will be taken to prevent conflict of interest with the best interests of the Company.

   In 2023, it was found that none of the Company’s transactions with any trading partners were related to the Board of Directors, executives, and employees of the Company on issues that have or may have conflict of interest.

1. Policy on stakeholders

   The Board of Directors clearly sets the policy and guidelines on each stakeholder group. The Company’s Code of Conduct has been reviewed and revised to serve as a framework for directors, executives, and employees in treating stakeholders under the promotion and supervision principles. This is to ensure the legal rights of stakeholders such as shareholders, employees, customers, creditors, partners, competitors, public sectors, and communities where the Company is located are protected and treated well. The policy and guidelines are published for the acknowledgment of all on various channels and the Company’s website

   The Code of Conduct

   Stakeholder Engagement Policy

2. Human Rights Policy

   The Company has established important policies and practices on human rights in writing in the Company’s Code of Conduct in order to raise awareness and value the practice of human rights, which are fundamental rights of all human beings, and peaceful and sustainable coexistence in all societies. The policy has been reviewed and improved with additional key practices in line with the current situation and published on the Company’s website. It can be summarized as follows:

   Intention: Any business activity is carried out with strict consideration of international human rights principles. Employees are educated so that they can incorporate the principles into their routines. The Company does not support businesses that violate international human rights principles; respects and strictly complies with laws and regulations applicable in the business; treats all stakeholders equally and fairly without discrimination of race, religion, gender, complexion, social status, and economic status; treats employees with respect in their human dignity; promotes gender equality within the workplace; and promotes engagement in taking care and improving the quality of life of communities surrounding the Company’s business area regularly including convincing trading partners to treat their employees and communities in accordance with international human rights principles.

   Treatment of each other under rights, freedom, and equality:Employees’ personal data that the Company maintained shall be protected and shall not be disclosed, transmitted, or transferred to other unrelated persons without consent of the owner. Employees shall treat each other with respect, accepting and respecting differences of opinion and do not express opinions on race, religion, gender, economic status, social status, education, or any other matter that would lead to conflict. Employees are prohibited from harassing others physically or mentally or committing any acts unfair to others. However, employees have the right to exercise their political rights, such as supporting or being a member of a political party, voting in elections, or other political rights.

   Protection of privacy and confidentiality:Personal data is classified as confidential data by clearly restricting access to those who are authorized and need to use it for business operations. Personal data that has been granted access shall be used only for the intended purpose. The data shall be collected and used as necessary and in accordance with appropriate legal, regulatory, or business purposes. The privacy laws in Thailand shall be aware of especially when transferring personal data outside the country of origin. A privacy consultant or data protection coordinator shall be consulted to identify regulatory requirements that must be met. All personal documents and confidential information of the Company shall not be disclosed without the permission of the Chief Executive Officer, or the person assigned by the Chief Executive Officer. Electronic media shall be used with caution and information kept on computers and other electronic devices shall be used safely and privately while can be monitored and verified at any time without prior notice. Personal data and the Company’s confidentiality shall be stored and destroyed in a reasonable period in accordance with the Company’s condition and requirements or relevant rules and regulations.

   In addition, the Company applies the labor law’s standard practices in the work process and treats, protects, and employs workers, including local workers accordingly. The Company respects the community’s rights to be constantly informed and protected, through various communications that are appropriate and efficient. For trading partners, the Company focuses on fairness in the treatment of workers of trading partners, which is in line with conventions or requirements of the International Labour Organization (ILO), which is used as a basis for the treatment of 3 stakeholder groups i.e., employees, communities, and trading partners. The Company incorporates the human rights guidelines in the Code of Conduct and educates employees on the issues for their acknowledgment and implementation so that employees are aware of the Company’s sustainability. Facing human rights risks may affect the confidence of stakeholders and harm the corporate image.

   The Code of Conduct

   Human Rights Policy

3. Personal Data Protection Policy

   To align its personal data protection with the Personal Data Protection Act B.E. 2562, the Company established and promulgated the Personal Data Protection Policy via internal communication channels and the Company’s website to raise awareness of the importance of personal data protection. For the treatment of personal data of the data subject, the collection of personal data shall be collected to the extent necessary for the processing of the Company’s personal data for lawful purposes. The disclosure of personal data must have the explicit consent of the personal data subject. The adequate and appropriate security measures for the retention of personal data have been provided, and such measures are regularly reviewed and monitored. The Company appointed Mr. Nawapol Disathien, Executive Vice President – Corporate Administration as the Data Protection Officer (DPO). The Company’s contact channels are clearly defined and in accordance with the law.

   Personal Data Protection Policy

4. Intellectual Property Utilization and Protection

   The Board of Directors requires all employees to protect the Company’s intellectual property and use the Company’s intellectual property for the benefit of the Company as prescribed in the guidelines in the Company’s Code of Conduct announced and observed. Employees must respect intellectual property rights and avoid violating the intellectual property of the Company and others. Access to information or use of intellectual property will cease upon termination of the Company’s employment status.

5. Information Technology (IT) Security Policy

   The Company has established a written information technology (IT) security policy, which covers good corporate IT governance and management and security of IT systems. Details are on the Company’s website. The policy is to ensure that the Company’s use of IT and networks and computers complies with the Computer Crime Act and related laws for example, the establishment of a policy to formulate a cyber attack risk management plan in accordance with the Cyber Security Framework of the National Institute of Standards and Technology of the United States (NIST Security Framework) and crisis action plan; development of various work systems to be used for internal activities, both in terms of information system and other departments to facilitate and speed up work. The information system is audited by internal and external audit agencies.

   Information Technology Security Policy

   In 2023, in addition to maintaining the system to work normally, the Company has focused on monitoring, prevention, and improvement of Cyber Security protection, including measuring the security scorecard monthly. The Company has used many Cloud services and implemented Work from Home, along with the current cyber threat situation, therefore, the access security has been increased by implementing Data Leaked Protection (DLP) system to control and prevent the risk of internal data leakage. Moreover, the Company has improved and tested the use of Disaster Recovery system to enable the continuity of the Company’s important activities in various crises. The Personal Data Management System has been jointly implemented with other agencies to comply with the law.

   If it is found that an offense has occurred that causes damage to the Company, the Company will consider taking disciplinary action in the case of employees and legal in the case of both employees and third parties.

The Board of Directors has established policies and guidelines relating to the Board of Directors, covering the composition and qualifications of the Board of Directors, definition of independent directors, term of office, authority and duties of the Board of Directors, Board meetings, and voting. In addition, they have been further updated in 2023 to be more in line with the current situation Details appear in the Company’s Regulation on the Board of Directors B.E. 2566 (2023) which is displayed on the Company’s website.

1. Board of Directors Structure

   Organization Chart

   • Composition of the Board of Directors

     - Not less than 7 directors and not more than 15 directors appointed by the shareholders’ meeting or the Board of Directors.

     - Executive directors shall not exceed one-third of the total number of directors.

     - Independent directors shall consist of at least one-third of the total number of directors and at least 3 directors.

     - Not less than one-half of the total number of directors must be resident of the Kingdom of Thailand.

     - The Chairman of the Board of Directors must be a non-executive director and not the same person as the Chief Executive Officer who is the top executive.

   • Qualifications of Directors

     - Age not over 72 years old.

     - Hold a directorship not more than 3 listed companies (including directorship of the Company)

     - Have no prohibited characteristics as prescribed by law, not being bankrupt, incompetent or quasi-incompetent

     - Have never been imprisoned by a final judgment for an offense involving assets by committing fraudulently.

     - Have never been fired or dismissed from government service or public or private organizations or agencies for malpractice.

     - Have never been removed from being a director, manager, employee, or management authority of other organizations.

     - Not being a politician, a member of parliament, a senator, a local councilor, or a local administrator.

     - Possess educational qualification, working experience, or other qualifications as specified by the Company.

   • Independence of the Board of Directors and the Chairman of the Board of Directors

     The Board of Directors consists of 12 directors, 6 independent directors and 6 shareholder representatives (2 directors under the nomination). As of 31 December 2023, there are a total of 10 directors in office, with 60% of the total being independent directors which complied with the criteria requiring independent directors to be at least one-third of the total number of directors. This ensures that directors can perform their duties as representatives of shareholders independently with the appropriate checks and balances.

     The Chairman of the Board of Directors is an independent director and not an executive of the Company. Thus, he can perform his duties as the chairman independently, without dominating or guiding ideas during the discussions. All directors are encouraged to participate in discussions and fully express their opinions by allowing sufficient and appropriate time to consider and make decisions on various matters for prudence, completeness, sufficiency, and maximum benefit to the Company, resulting in independent, reasonable and efficient voting and resolutions of the meeting.

   • Separation of the Chairman and Chief Executive Officer

     The Chairman of the Board of Directors (Independent Director) is not the same person as the Chief Executive Officer and has no relationship with the Management. The roles, duties, and responsibilities of the Chairman of the Board of Directors and the Chief Executive Officer are clearly separated for the proper balance of power as follows:

     Chairman

     Chief Executive Officer

     Being an Independent Director Lead and formulate the Company’s policies together with the Management through the Board of Directors’ meetings. Lead and control the Board of Directors’ meetings to be efficient and effective by encouraging all directors to participate in independently expressing their opinions in the meeting. Provide support and guidance on business operations to the Management through Chief Executive Officer.

     Serve as the Company’s top executive and the only executive director. Manage the Company’s business in accordance with the objectives, Articles of Association, policies, regulations of the Company and resolutions of the Board of Directors’ meeting attended by independent directors

     The Board of Directors clearly defines and separates the authority and duty of the Board of Directors and the Management which can be summarized as follows:

     Board of Directors	Management
     Formulate policies and monitor the Management’s operations.	Implement the policies and report the results to the Board of Directors.

2. Directorship in other companies

   None of the Company’s directors holds a director position in more than 2 other listed companies, in line with the Company’s Regulations on the Board of Directors which stipulate that director must not hold directorship in more than 3 listed companies (including the Company’s directorship). This is in accordance with the SET’s recommendations in considering efficiency and time dedication in performing duties as a company director.

   The appointment of directors and executives to sit in subsidiaries, associates, and group companies must be approved by the Board of Directors through screening by the Human Resources and Remuneration Committee according to the Company’s nomination process, which has considered qualifications, knowledge, competence, responsibilities, vision, time allocation and maximum benefits to the business as a whole. This is in accordance with the regulations regarding the supervision of subsidiaries, affiliates, and joint ventures, as clearly defined criteria for appointment and responsibilities of the Company’s representatives who are assigned as directors and shareholders in the businesses in which the Company invests to convey the policies of the Board of Directors and report the operation results of those businesses.

3. Nomination of Directors

   The Board of Directors has established criteria and nomination and election process of directors. The Human Resources and Remuneration Committee is assigned to nominate, screen, and select qualified persons from list of qualified persons proposed from the incumbent directors by the shareholders and persons with knowledge and competence from the Director Pool of a reliable and recognized agency such as the Thai Institute of Directors Association (IOD) and Ministry of Finance’s List of State Enterprise Directors. The nomination of directors and/or independent directors will consider qualifications, diversity of knowledge and expertise, necessary and lacking skills, and experience according to the Board Skills Matrix which are consistent with the business and context of the Company with no restrictions on gender, race, and nationality. They shall not have characteristics prohibited by law and comply with rules, regulations, and the Company’s definition of independent directors, including the requirements of regulatory agencies and relevant good corporate governance principles. The Committee shall also consider the performance as the Company’s directors in the past period as well as their readiness to devote time to fully perform duties as directors in order to promote, support, and drive the performance of the Board of Directors for optimum effectiveness.

   In terms of fair and equitable treatment of shareholders, the Company has given an opportunity for minority shareholders to nominate qualified persons without prohibited characteristics by laws to be elected as directors at the Annual General Meeting. The criteria, method, and procedure for consideration, and period as set by the Board of Directors are disclosed via the SET’s information disclosure system and the Company’s website. Major shareholders (EGAT) are entitled to nominate representatives as directors in proportion to their shareholding.

   The Company will then consider the qualifications of the nominees as directors from both minority and major shareholders in accordance with the Company’s director nomination process before submitting to the Board of Directors and/or Shareholders’ meeting for approval depending on the cases as follows:

   Case 1: When a director position becomes vacant for reasons other than retire by rotation, the Board of Directors is empowered to appoint a director for replacement and the person who replaces the vacancy shall retain in the position of director only for the remainder of the term of the director he replaces. In this case, the resolution must be approved by the Board of Directors meeting with a vote of not less than three-fourths of the remaining directors.

   Case 2: When a director position becomes vacant due to retire by rotation, the Board of Directors will propose to the Annual General Meeting of Shareholders for consideration and election in accordance with the rules and procedures as prescribed in the Company’s Articles of Association.

4. Secretary to the Board of Directors and Company Secretary

   - Secretary to the Board of Directors

   The Board of Directors appointed Chief Executive Officer as its secretary. The Board of Directors Secretariat Department under the Company Secretary Office is responsible for arranging meetings, administration and coordination for the Board of Directors.

   - Company Secretary

   Appointed by the Board of Directors with duties as stipulated in the Securities and Exchange Act B.E. 2535 in preparing and storing documents such as directors’ registers, meeting notices and minutes of the Board of Directors’ meeting and Annual General Meeting, Form 56-1 One Report, vested interest reports by directors and executives, and other duties defined by the Capital Market Supervisory Board. The Company Secretary holds a position of Vice President – Head of Company Secretary Office and reports directly to the Chief Executive Officer with responsibility to plan and organize the Board of Directors’ Meetings, Annual General Meetings, and activities of the Board of Directors of the Company and subsidiaries; coordinate and supervise compliance with the resolutions of the Board of Directors and Annual General Meetings, provide relevant preliminary recommendations to directors and executives to ensure that the Board of Directors’ Meetings and activities as well as the Company’s information disclosure are efficient and comply with laws, rules, regulations, policies, good corporate governance principles, and relevant regulatory requirements. The Board of Directors’ Secretary Division and Compliance Division headed by Division Manager are responsible for supervising and supporting the operations of duties and responsibilities of the Company Secretary to be in accordance with the provisions of the Securities and Exchange Act and other relevant regulations.

5. Sub-committees

   The Board of Directors appointed 5 sub-committees which are the Audit Committee, the Human Resources and Remuneration Committee, the Corporate Governance and Sustainability Committee, the Investment Committee and the Risk Management Committee taking into account appropriateness and necessity to help alleviate the burden of studying details and scrutinizing specific matters and to help increase efficiency in performing duties and responsibilities of the Board of Directors.

   Board of Directors

6. Roles, Duties and Responsibilities of the Board of Directors
   • Formulate, review and approve strategies, business plans, policies, budgets, business directions and corporate governance of the Company together with the Management on an annual basis.
   • Approve human resource management strategies, executive development plans, organizational structure, remuneration structure, and various remuneration plans based on performance; supervise to ensure that criteria, methods, processes for nominating, removing or terminating directors and senior executives are in place with transparency; and supervise the performance evaluation process of senior executives to be effective compare with the mutually defined goals.
   • Establish an effective and appropriate communication system with the Company’s stakeholders and the public to monitor the implementation of the system.
   • Monitor progress, efficiency, and achievement of the strategy in comparison with short-term and long-term goals, performance with other competitors, and disclose the results of implementation and corporate governance in accordance with the principles of good corporate governance in the form 56-1 One Report. The Management shall present the performance report to the Board of Directors’ meeting on a regular basis
   • The Board of Directors shall act in accordance with the laws, objectives, articles of association and resolutions of the shareholders’ meeting and/or may assign one or more directors or any other person to perform any action on behalf of the Board of Directors, except that the following matters may be carried out by the Board of Directors with prior approval from the shareholders’ meeting:

     (1) Matters required by law to be resolved by the shareholders’ meeting.
     (2) Agreement to enter into a connected transaction or transaction relating to the acquisition or disposal of material assets of the Company or its subsidiaries as prescribed in the SET Notification applicable to the transaction of a listed company, depending on the case.

   The Board of Directors must be aware of its roles, duties and responsibilities as the Board of Directors by adhering to independence in decision-making and taking into account the goals and best interests of the Company and its shareholders. In other words, all directors pay attention to and are aware of their duties to the shareholders who own the business and appoint directors to perform their duties and responsibilities in supervising the management of the business for the best interests of the shareholders (Fiduciary Duty), covering 4 important duties:

   • Performing duties with care (Duty of Care)
   • Performing duties with integrity (Duty of Loyalty)
   • Compliance with laws, objectives, articles of association and resolutions of the shareholders’ meeting (Duty of Obedience),
   • Disclosure of information to shareholders accurately, completely, adequately, transparently and in a timely manner (Duty of Disclosure).

   In 2023, the Board of Directors reviewed and approved the strategic plan for 2024 - 2027 to drive and create growth for the Group. To achieve business goals and diversification to keep up with current changes align with future economic trends and directions. The Company also strengthens the foundation for sustainable growth and monitors the implementation of the strategy while maintaining the vision, mission, strategy and main goals according to the Triple S Strategy as follows:

   • - Strength Strategy: Conduct business efficiently; Generate revenue and return for a strong foundation for the future; aim to develop the organization towards excellence.
   • - Synergy Strategy: Conduct an integrative business and expand cooperation with leading domestic and international partners; increase opportunities for sustainable growth in the power business and non-power business with potential of the business value chain; focus on innovation to expand and create added value in the future.
   • - Sustainability Strategy: support renewable energy; concern about the environment, society, and corporate governance for sustainable growth.
   • Oversee the integrity of important matters, including ensuring that the proportion of independent directors is appropriate to counterbalance the power of the Management and/or major shareholders; review and approve vision, strategy, mission, code of conduct, and communicate to personnel at all levels to acknowledge and use them as guidelines regularly through various internal communication channels such as email, LINE application, newsletter, etc.; review and approve annual financial reports to build shareholders’ confidence; oversee internal audit processes, internal control system and risk management, preventing of conflicts of interest, transactions between connected businesses, protecting the Company’s reputation and using resources most efficiently and effectively, while continuously supervising and monitoring compliance with laws, requirements, regulations, codes of conduct and good corporate governance principles.
   • Establish and approve the assignment of roles and duties of the Company’s sub-committees as appropriate and necessary.
   • Establish criteria and annually evaluate the performance of the Board of Directors and sub-committees, both collectively and individually, and disclose the performance in the form 56-1 One Report.
7. Schedule of meetings and voting of the Board of Directors
   • The Board of Directors’ meeting shall be held at least once a month and the date of the Board of Directors’ meeting shall be set in advance throughout the year so that the Board of Directors can allocate time to attend the meeting completely. In addition, the Company requires that a meeting of the Board of Directors only for non-executive directors shall be held at least once a year for the directors to consider and review the performance of the Board of Directors, the Management and operations of the Company, as well as to discuss various important management issues without the participation of executive directors and the participation of the Management. The Chairman of the Board of Directors will inform the Chief Executive Officer of the results of the meeting in order to adopt recommendations to improve and develop the operation to be more effective and achieve the Company’s goals.
   • Refraining from attending meetings and voting on agenda items in which they have interests.
   • Each director has one vote. Directors who have an interest in any matter shall not have the right to vote on such matter, in case of equal votes, the chairman of the meeting shall cast another vote as a decisive voice.
8. Board of Directors Meeting
   • Principles and Guidelines for Board of Directors’ Meeting

     The Company focuses on the independence of directors’ decisions so that directors perform their duties with integrity and prudence, protect the interests of the Company, and always recognize that they represent shareholders and play a role in leading the organization to success. The Board of Directors shall formulate appropriate strategies and policies to increase competitiveness which reflects the growth of the organization, adding long-term value to shareholders, and being responsible to all stakeholders. In addition, they shall have a vision to formulate business strategies and play a role in overseeing the Group’s operations in accordance with the laws, objectives, resolutions of the shareholders’ meeting, articles of association, regulations, and principles of good corporate governance of the organization and related agencies.

   • Meeting schedule, preparation of meeting agenda, and meeting documents

     The Board of Directors schedules its meeting in advance around November or December of each year. In 2022, the Board of Directors during the November meeting scheduled the meeting for the whole year of 2023 once a month, every third Tuesday of the month at 1:30 p.m., and in 2023, the Board of Directors during the October meeting scheduled the meeting for the whole year of 2024 once a month, every fourth Thursday of the month at 1:30 p.m. For all sub-committees, the meeting is scheduled in advance of the whole year according to the mission of each committee as well, so that the directors and the Management can plan the meeting in advance appropriately. Additional meetings may also be considered if there are important tasks and/or urgent matters other than those scheduled.

     In order to ensure that important matters are brought to the Board of Directors’ meeting, the Chairman and Chief Executive Officer will jointly consider the matters to be included in the agenda and notify the directors in advance together with the meeting invitation in a timely manner in accordance with relevant laws and requirements. However, directors are free to propose additional matters to the meeting agenda by giving 10 days’ notice in advance of the meeting date as notified in the invitation letter to every individual director. In case of urgent matters or emergencies that will affect the Company directly or indirectly, directors and/or independent directors can propose matters for consideration or notify for acknowledgment of other matters during the Board of Directors’ meeting

     The agenda of the meeting is categorized, and the meeting is carried out in appropriate order, including matters to notify to the meeting by the chairman, endorsing of the minutes of the previous meeting, matters arising from the meeting, matters proposed for consideration, matters proposed for acknowledgement, and other matters (if any). In addition, matters to be proposed to the Board of Directors’ meeting on a regular basis such as monthly, quarterly, and annual agendas shall be determined in advance. The Management is also required to report on the Group’s performance analysis, including financial reports, asset management performance reports, and progress reports on key projects in which the Company is invested, report on changes in securities holding, and advanced notification of securities trading for the Board of Directors to acknowledge, monitor, and follow up and/or solve the problems and obstacles to ensure timely implementation on a monthly basis.

     The meeting invitation letter and meeting agenda will be sent to each director at least 14 days in advance of the meeting and the meeting documents must be sent at least 5 working days in advance to allow sufficient time to study the information before the meeting. Directors can ask the Chief Executive Officer and the Company Secretary for more details. For sub-committees, additional information related to the mission can be obtained from the Chief Executive Officer and the secretary to each sub-committee.

   • Role of the Chairman, Directors, Management, and Meeting Atmosphere

     - Chairman (Independent Director): Leads the meeting and ensures a 100% quorum at the time of voting (except for directors who have vested interest in such matters); allocates time to promote and encourage all directors to participate in discussions and express opinions freely and thoroughly, equally, appropriately, completely, and adequately; and summarizes the resolution of the meeting every time.

     Formulation of a policy regarding the minimum number of quorums at the time the Board of Directors will vote at the meeting there must be at least two-thirds of the total number of directors.: At present, the Company still has restrictions on the composition of the Board of Directors. Therefore, such a policy cannot be formulated. The Chairman of the Board of Directors and/or the Chairman of the meeting is responsible for supervising that at the time of voting, there must be all directors (excluding directors who have vested interest in such matters). However, the Board of Directors still attaches importance to the formulation of such policy. In the future, if the composition of the Board of Directors is changed by increasing the number of independent directors, the management shall review and present this issue for further consideration.

     - Directors: Participate in constructive discussion based on the information submitted by the management and other relevant and necessary additional information, taking into account the benefits, impacts and risk factors in all dimensions, both to the Company and to the stakeholders, carefully in order to ensure that the resolutions of the meeting are appropriate, reasonable, and complete; fully dedicate time, knowledge and ability to perform duties as a director of listed company.

     - Management: All high-level executives of all functions are responsible for attending the Board of Directors’ meeting and/or inviting related parties and advisors to attend the meeting to clarify specific details and provide additional information and clarify inquiries at the meeting. For presentation of information for consideration of the Board of Directors, relevant and necessary information must be presented accurately, completely, adequately and timely in advance to provide directors sufficient time to study and consider carefully and appropriately.

     - Meeting atmosphere and expression of opinions: The Company provides appropriate and adequate meeting equipment and facilities. The meeting atmosphere is facilitated, and all directors are given opportunity to participate in discussions and express their opinions constructively while the benefits and impacts on all stakeholders were considered carefully. The duration of each meeting is appropriate, averaging 2 to 2.5 hours.

     - Meeting proceedings: Generally, in considering each agenda item, the management will present the background, principles and rationales, relevant rules and regulations, necessity, relevant important information, consideration of sub-committees (if any), and the management’s proposal for consideration and decision of the Board of Directors. The Chairman then allows the meeting time to discuss relevant issues completely and thoroughly, encouraging all directors to share their opinions and inquire the management key issues for clarification further before finalizing the meeting’s resolutions.

     - Directors with vested interested on specific items cannot vote on that matter. Before the start of every meeting of the Board of Directors, the Chairman shall inform the meeting that directors who have vested interest in any agenda item shall inform the meeting and leave the meeting on that agenda item and do not have the right to vote on such matter. Before starting to consider that agenda item, the directors who have vested interests will notify the meeting and leave the meeting. The Company has always strictly adhered to this practice.

     - Consideration of related party transactions and transactions that contain or may contain conflict of interest: The Board of Directors will consider approval by the Audit Committee which is considered based on necessity, reasonableness, and maximum benefit to the Company as priority. It is comparable to similar transactions of the same nature in general, including paying attention to the steps taken. and disclosing information correctly and completely in accordance with relevant laws and regulations. The Board of Directors attaches importance to procedures and disclosure of information accurately and completely in accordance with relevant laws and regulations.

   • Preparation and storage of meeting minutes

     - Company Secretary is responsible for the preparation and storage of the meeting invitation letter, minutes of the Board of Directors’ meeting and shareholders’ meeting, as assigned by the Board of Directors.

     - Meeting minutes are prepared in writing with complete essential information such as date and time of the start and end of the meeting, meeting venue, list of directors and executive attending the meeting, list of absent directors, summary of the matters proposed to the meeting, summary of the matters being discussed, comments and observations of directors, and resolution of the meeting with signatures of the minute taker and the Chairman of the meeting. The draft minutes of the meeting are completed and reviewed by the Chief Executive Officer within approximately 3 working days after the meeting date and proposed to all directors for revision within a period of 7 days and/or as urgently needed. Thereafter, the draft minutes of the meeting shall be deemed to have been initially approved by the Board of Directors and shall be carried out in accordance with the resolutions of the meeting. The meeting minutes shall then be proposed to the Board of Directors for official approval at the next meeting.

     The Company deploys both paper-based and electronic formats for the management and storage system of the Company’s archives, such as documents related to the Board of Director’s meeting and shareholders’ meeting, to facilitate the usage and reduce global warming. The Company reports the storage facility in accordance with the requirements of the SEC. The Company has strong safeguards in place to protect both forms of documents, such as limiting number of meeting attendees; designate the person responsible for accessing each type of important document in accordance with the confidential information handling policy; assign user ID according to cyber security system. In addition, an automated central backup system is in place at the central office and sub-offices to support emergencies and prevent impacts on the Group’s operations.

     - Dissemination of meeting resolutions: The Chief Executive Officer as the Secretary to the Board of Directors communicates the resolutions of the Board of Directors’ Meeting and/or the resolutions of the Shareholders’ Meeting in writing to the Chief Executives of all functions for acknowledgment and/or consideration and/or notification to relevant departments to implement the resolutions of the Board of Directors and/or the resolutions of the Shareholders’ Meeting. In addition, the progress of the implementation will be monitored and reported to the Board of Directors as appropriate.

9. Performance assessment
   • Assessment of Director Performance

     In 2023, the Board of Directors reviewed the self-performance assessment form for the Board of Directors and sub-committees, both collectively and individually, based on the approved endorsement by the Human Resources and Remuneration Committee, which is still up-to-date and in line with the context of their roles and the Company’s business operations. The Board of Directors conducted the self-assessment with the objective to utilize the results, observations, and recommendations for review and improvement of the Board of Directors and Sub-committees’ operational efficiency in line with the good corporate governance principles of listed companies and the Company’s regulations on the Board of Directors, which recommend and require the Board of Directors and subcommittees of listed companies to conduct self-assessment at least once a year, in December. The assessment was conducted both collectively and individually for the Board of Directors to jointly consider the performance and suggest additional improvements and disclosed in the Company’s Form 56-1 One Report. In addition, the assessment results are for promoting and developing specific knowledge and competencies for individual directors.

     Performance assessment consisted of an overall assessment of various dimensions of the Board of Directors and sub-committees collectively and individual assessment. Factors for self-assessment of the Board of Directors “collectively” and “individually” covered various key issues in line with the principles of good corporate governance of listed companies, consisting of:

     1. Board of Directors readiness
     2. Determination of strategies, business plans, and budgets
     3. Separation of roles, duties, responsibilities, and delegation of authority
     4. Supervision and monitoring
     5. Human Resource Management
     6. Risk Management, Internal Control and Conflict of Interest
     7. Communication with the Company’s stakeholders and the public
     8. Board of Directors Meeting.

     Self-assessment of all sub-committees is overall assessment “collectively” and “individually”. Factors for assessment consisted of:

     1. Sub-committees’ readiness
     2. Meeting of the sub-committee
     3. Roles, Duties and Responsibilities of sub-committees.

     The results of performance assessment of the Board of Directors and sub-committees will be used as a guideline to promote and allocate courses for developing the knowledge and competence of individual directors in order to achieve the goal of increasing performance efficiency for both the Board of Directors and the sub-committees.

   • Top executives’ performance assessment (Chief Executive Officer)

     The evaluation is conducted twice a year, in June and December, by each director according to the predetermined form and evaluation criteria. The evaluation criteria are divided into 2 aspects: the evaluation based on the Company’s annual KPI approved by the Board of Directors (weighted 70%) and the competency evaluation (weighted 30%).

10. New director orientation and the development of directors and executives
    • Newly appointed directors

      will be required to attend an orientation where they will be briefed by the Chief Executive Officer on the Company’s overall operations and good corporate governance. They will receive important documents to prepare for their duties as directors of the Company covering various matters, including the Company’s regulations and Articles of Associations; the Company’s Code of Conduct; structure, authority and duties and composition of the Board of Directors and sub-committees; remuneration; and key policies related to directors such as corporate governance, anti-corruption, prevention of conflict of interest, prevention of misuse of inside information, handbook for directors of listed companies, and information on compliance with requirements of the listed companies regulatory agencies.

    • Directors’ development:

      Company has proposed courses relevant to directors and supported important trainings/seminars organized by related organizations such as IOD, SET, Thailand Energy Academy. The seminars and/or field trips have also been organized annually for the Board of Directors, both domestically and abroad. The objectives are to enhance understanding of roles and responsibilities; promote skills in performing duties as directors of listed companies; as well as promote and develop knowledge, capability, skills, and important experiences for the Board of Directors to further develop the business sustainably. Moreover, important corporate governance policies and practices are communicated, such as misuse of inside information, conflict of interest, anti-corruption, and guidelines of listed companies regulatory agencies through internal communication channels such as email, LINE application, and/or internal activities of the Company appropriately and continuously.

11. Succession plan for high level executives

    The succession plan for the Chief Executive Officer follows the policy of EGAT, the Company’s major shareholder. EGAT picks its executive who has appropriate qualifications, knowledge and capability beneficial to the Company and nominates the person to the Board of Directors for consideration and approval through the Human Resources and Remuneration Committee, as the sub-committee is assigned to outline and prepare succession plans for high level executives.

    Regarding the succession plans for other executive positions, the Company has prepared and developed career path of individual position by employing competency model which has been developed in systematic manner, covering analysis of competency and expected qualifications of different positions. The result will be use in human resource development and nomination of qualified persons to be promoted, demoted, retired, and transferred and to prepare the Company’s personnel for current and future business expansion.

12. Reporting of directors’ and executives’ interests

    The Board of Directors required all directors and executives to report interests of their own and their related persons once taking their positions as specified in the “Directors’ and Executives’ Interests Report Form”. The original report shall be submitted to the Company Secretary for record keeping and the copy shall be submitted to the Company’s Chairman and the Chairman of the Audit Committee on an annual basis. The report must be updated immediately after a change, to assist the Board of Directors’ consideration and decision which person, with vested interests, should not involve in the voting on the Company’s transactions or which persons having conflict of interest. The information will help the Board of Directors reach a conclusion that benefits the Company in an appropriate and transparent manner.

13. Transaction that involves or may involve conflict of interest

    The Board of Directors provides a guideline in handling conflict of interest transparently and accountably, which is included in the Company’s regulation on the Board of Directors. The guidelines state: “Directors with vested interest in any particular issue shall not have the right to vote on the issue”. The Board strictly complies with the regulation. The Board of Directors and the Audit Committee have an important role in formulating measures to handle and prevent conflict of interest and supervising the operations in a reasonable manner. This includes the disclosure of complete information in accordance with related regulations for the overall benefit of the Company. Based on the Audit Committee’s screening and approval, the Board of Directors makes sure that related party transactions between the Company and subsidiaries are done for the benefits of the Company and subsidiaries. Accurate and complete disclosure of such transactions is required according to relevant regulations.The Board of Directors provides a guideline in handling conflict of interest transparently and accountably, which is included in the Company’s regulation on the Board of Directors. The guidelines state: “Directors with vested interest in any particular issue shall not have the right to vote on the issue”. The Board strictly complies with the regulation. The Board of Directors and the Audit Committee have an important role in formulating measures to handle and prevent conflict of interest and supervising the operations in a reasonable manner. This includes the disclosure of complete information in accordance with related regulations for the overall benefit of the Company. Based on the Audit Committee’s screening and approval, the Board of Directors makes sure that related party transactions between the Company and subsidiaries are done for the benefits of the Company and subsidiaries. Accurate and complete disclosure of such transactions is required according to relevant regulations.

14. Directors and Officers Liability Insurance

    The Board of Directors requires the Management propose the Directors and Officers Liability Insurance (D&O) for its consideration on an annual basis, to protect directors and Chief Executive Officer from lawsuits filed as a result of their earnest actions for the Company. The proposal must contain insurance conditions and premiums. Such lawsuits are possible as the Company’s business portfolio has been expanded, resulting in massive business transactions that directors and Chief Executive Officer must dutifully endorse, give opinions, guarantee or involve with. The insurance is necessary as directors and Chief Executive Officer may receive lawsuits from outsiders like shareholders or other stakeholders that hold them liable to claims for their actions. However, the directors and Chief Executive Office will not be covered by the insurance for malpractices and they must be responsible for all expenses incurring from the legal process.

The Board of Directors requires the Management propose the Directors and Officers Liability Insurance (D&O) for its consideration on an annual basis, to protect directors and Chief Executive Officer from lawsuits filed as a result of their earnest actions for the Company. The proposal must contain insurance conditions and premiums. Such lawsuits are possible as the Company’s business portfolio has been expanded, resulting in massive business transactions that directors and Chief Executive Officer must dutifully endorse, give opinions, guarantee or involve with. The insurance is necessary as directors and Chief Executive Officer may receive lawsuits from outsiders like shareholders or other stakeholders that hold them liable to claims for their actions. However, the directors and Chief Executive Office will not be covered by the insurance for malpractices and they must be responsible for all expenses incurring from the legal process.

The Code of Conduct encompasses the vision, missions, core values, business philosophy, compliance, complaint and whistleblowing reporting measures, protection against retaliation and remediation for complainants or cooperators that report violations or breach of the Code of Conduct, operational guidelines, treatments of stakeholders, operational excellence, the protection of the Company’s information/assets/finances, human rights, information disclosure, and environmental care. Details are shown on the Company’s website.

In 2023, the Board of Directors and the management have reviewed the Code of Conduct, to ensure the Company’s practices are in consistent with current situations as well as business, social, environmental and sustainability contexts. In addition, directors, executives, and employees have assessed their knowledge and understanding of the Company’s Code of Conduct. It was found that there was no breach of the Company’s Code of Conduct. Any employee breaching or violating the Code of Conduct is subjected to disciplinary actions and liable to legal punishment if such acts are deemed legal violations.

For new-hired employee’s orientation, the Company will give briefing on the Company’s overall business operations, investment structure, organizational structure, operating result, good corporate governance practice, anti-corruption guidelines and corporate social and environmental responsibility principles, rules, regulations, policy, business ethics, remuneration, benefits and welfare. Supporting documents such as the Code of Conduct and other documents that can be used as guidelines and references when performing duties are given at the orientation and the new employees have to sign their acknowledgment. Corporate governance policy is communicated throughout the Company from the Board of Directors and high-level executives to all levels of employees. The communication channels such as intranet, email system that employees have easy access and internal meetings, official and unofficial, are channels provided to effectively communicate, raise awareness and commitment to implementation of Code of Conduct. The implementation result is reported to sub-committees and the Board of Directors for acknowledgement, respectively.

In addition, in 2023, the Company has cultivated the concept of sustainable corporate development (ESG) to personnel at all units. Public relations media has been created to communicate and educate executives and employees in the form of newsletter sent via email such as Legal Updates, AP Newsletters, CG Newsletters, Tax Newsletters, CAC Newsletters, Engagement Newsletters, etc.

The “Internal Audit Division” has been assigned to be responsible for monitoring and following up with the implementation under its annual audit plan and a quarterly report the audit results as well as making recommendations on solution and prevention of possible damages to the Audit Committee and the Board of Directors respectively.

The “Compliance Database” was prepared, distributed to the Board of Directors and published on the Company’s internal database. The database serves as guidelines on a listed company’s practices concerning information disclosure, connected transaction, the acquisition or disposal of assets, and etc. The information is regularly updated and accessible to all employees.

The Board of Directors prepared the “Directors’ and Executives’ Interests Report Form” and instructed the Directors and executives to report their interests and related persons’ to the Company Secretary for reference and record. The Company Secretary shall make a copy and report it to Company’s Chairman and the Chairman of the Audit Committee, as required by the Securities and Exchange Act. The report will be used when considering those who shall not vote at the Board of Directors’ and shareholders’ meetings.

In addition, the Corporate Governance Working Committee and the Corporate Governance and Social Responsibility Working Committee, comprising executives from all functions, was assigned to communicate, monitor, review, improve and recommend corporate governance practices in accordance with the Corporate Governance Policy and Code of Conduct. The Working Committees also report the implementation results of corporate governance practices and anti-corruption related risk management plans to the Board of Directors, the Corporate Governance and Sustainability Committee, the Audit Committee, the Risk Management Committee, the management and other committees or related units in accordance with the pre-set procedure.

The Company followed the prescribed governance practices which has been updated to better meet international standards like CG Code 2017, CGR, ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard), and other best practices. The compliance also reflects the Company’s concerns for stakeholders and concerns about the impacts on economic, social and environmental dimensions as well as governance.

• Type of disclosure

  The Company discloses both financial and non-financial information in periodic and non-periodic reports. The objective of the reports is to provide accurate, complete, sufficient, and timely information that supports the investment decision-making process.

• Information quality

  Information quality concerns accuracy, clarity, completeness, sufficiency, timeliness, transparency and verifiability. The Company discloses both significant financial and non-financial information. It is not one-sided as it presented both positive and negative aspects. The disclosure complies with relevant requirements and regulations, such as immediate disclosure of significant information, comprehensive distribution to the public, clarification on rumors and news, actions on irregular stock trading, unnecessary promotional disclosure, and insider trading. The disclosure must not cost the Company excessively or infringe the Company’s competitiveness. Other details are includes in the Shareholders’ rights section, Board of Directors’ Report on Its Responsibility to the Financial Reports which is published along with the Auditor’s Report in the Form 56-1 One Report, and the Audit Committee’s opinions on the quality of financial reports in the report on Audit Committee’s performance in the previous year.

  Disclosing quality information to outsiders not only reflects on the transparency of the Company’s operation but also strengthens the confidence and trust of investors and relevant parties. As a result, the Board of Directors closely supervises and monitors the disclosure to ensure that responsible persons not only meet minimum legal disclosure requirement but also emphasize investors’ significance and their equal access to information.

• Disclosure channels

  The Company primarily discloses information via SET’s information disclosure system and uses other channels as deemed appropriate such as the Company’s website, press conferences to reveal financial results, analyst meetings, press releases, roadshows in Thailand and abroad, and other activities. The Board of Directors attaches importance to the disclosure of significant information. They closely monitor the disclosure to ensure compliance with prescribed principles and rules and strictly supervise the implementation of such activity. Authorized and responsible persons are clearly designated while information distribution channels are improved to ensure the quality of disclosed information as follows:

  - Authorized persons for information disclosure: The Company has designated persons responsible for disclosure of information as follows: Chairman of the Board of Directors, Directors, Chief Executive Officer, and Chief Officers, who are supported by information prepared by relevant functions. The Corporate Affair Department is responsible for the preparation of information and key issues for communicating with reporters and the sustainability report. The Company Secretary Office is responsible for ensuring the disclosure of information in accordance with relevant regulatory requirements and procedures of the Listed Company regulatory agencies. The Finance function and Investor Relations Division are responsible for the preparation of relevant financial information, the preparation of information and key issues for communication with press, investors, or analysts, and preparation of Form 56-1 One Report for disclosure in accordance with relevant requirements and practices.

  - Communication channels: Based on the commitment to provide complete and equitable access to the Company’s significant information, the Company communicates via various channels that cover both one-way and two-way communications. The disclosed information is prepared in Thai and English and distributed at the same time chiefly via the SET’s electronic channel. For wider distribution and good understanding of shareholders, investors, the interested and the general public, the information is also disclosed via the Company’s website (www.ratch.co.th), analyst meetings, domestic and international roadshows, press conferences to reveal quarterly and annual financial reports, press and photo releases of the Company’s activities, executive interviews, exhibitions, media relations activities, Opportunity Day, etc. In normal conditions, shareholders, institutional investors and equity analysts are invited to visit the operational sites of the Company.

The Board of Directors schedules continuous review on the published social and environmental policies which guide the Group towards community engagement. The policies highlight the importance of communications; the development and strengthening community; local tradition preservation and restoration; and environmental conservation and restoration. The emphasis reflects in every phase of the Company’s projects. In the project development phase, the Company studies preliminary technical information in parallel with a study on the community’s economic and social conditions, traditions and way of life, in order to prepare a community engagement plan and key communication message as well as activities to promote understanding in the project and hearing communities’ opinions on various issues as required by relevant government agencies and regulators. In the construction phase, the Company regularly communicates with community on its operations and the policy towards community. Close and regular communications continue after the project commences operation, to welcome recommendations for further improvement of the Company’s activities so that they truly address community needs.

An important initiative concerns Ratchaburi Electricity Generating Company Limited that established the “Ratchaburi Power Plant Environmental Inspector Committee”, comprising representatives from community, community leaders, as well as local and provincial administrative offices. The committee monitors and ensures that the Ratchaburi Power Plant’s environmental impact prevention and mitigation measures follow the instructions stated in its environmental impact assessment report. The committee also acts as the body to coordinate with the power plant, provides information and gathers community problems, concerns and recommendations. It serves as an important channel that promotes community engagement in the systematic and continuous monitoring of the Company’s operations.

The Company promoted community engagement through CSR activities. Details are shown in the Sustainability Report 2023.

The Company places an emphasis on corporate governance by integrating relevant policies and guidelines into the Company’s Corporate Governance Policy, regulations, orders and the Code of Conduct and promoting effective implementation for the confidence of all stakeholder groups.

The Board of Directors requires that the Company’s compliance with the good corporate governance principles shall be reviewed at least once a year, through the scrutiny and oversight of the Corporate Governance and Sustainability Committee, related subcommittees, Good Corporate Governance Working Group, and the management continuously. In addition, the policy and guidelines have been communicated to the Group’s personnel for acknowledgment and guidance for further operations.

Additionally, the Board of Directors constantly monitored the compliance with governance principles and the Code of Conduct through sub-committees and relevant working groups. Key actions are summarized below: