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Good corporate governance is one of the key factors that support the efficient operation of the company while fostering confidence among shareholders, investors, stakeholders, and the general public. Recognizing its significance, the company places importance on good corporate governance, adhering to the principles of integrity, transparency, and anti-corruption. The company is committed to treating all stakeholders fairly and equitably, taking into account environmental considerations and social responsibility, as well as complying with all applicable laws, rules, regulations, and requirements. The company firmly believes that conducting business in accordance with good corporate governance principles will enhance the quality of management, strengthen investor confidence, create added value for the organization, and ultimately drive sustainable growth.

The Board of Directors has established a written corporate governance policy for the Group, serving as a guideline for directors, executives, employees, and all stakeholders. This policy has been communicated and disseminated across the group to ensure awareness and adherence in daily operations. The policy is reviewed, monitored, and evaluated at least once a year to ensure compliance with good corporate governance principles. This process is overseen by the Corporate Governance and Sustainability Committee, relevant subcommittees, the Corporate Governance Working Group, and the management team. The objective is to continuously improve and enhance corporate governance standards, aligning with best practices for listed companies and international benchmarks. Additionally, the corporate governance policy is published on the company’s website in both Thai and English.

More Info: The Corporate Governance Policy
  The Code of Conduct
  The Corporate Governance and Sustainability Committee

Corporate Governance Structure

Nomination of Directors

Directors are selected through the annual election process. In the process, the Management and shareholders nominate the names, without gender discrimination, for the qualification screening by the Human Resources and Remuneration Committee. Qualified candidates shall not have prohibited characteristics as specified by law and the Company’s relevant regulations as well as corporate governance principles. The Committee also takes into account the specialized expertise written in the Company's Board Skills Matrix. The list of candidates is then sent to the Board of Directors to be further submitted for the shareholders’ appointment at the Annual General Meeting.

Director Nomination Process

Regulations of the Board of Directors

Director qualifications

Aside from the review of director candidates’ desirable characteristics, RATCH applies the Competency Matrix in the selection and nomination process to analyze their competencies and expertise, dividing the criteria into Core Skills Required and Alternative Skills.

The Board of Directors determines that the composition of the Board of Directors must consist of directors with experience in electricity, energy and/or infrastructure business at least 3 persons and qualifications, skills and/or experience in accounting/finance at least 1 person and legal at least 1 person. As for other qualifications, skills and/or experience, the Human Resources and Remuneration Committee and the Board of Directors will consider as necessary and appropriate to align with the Company’s missions and goals.

Performance Assessment of the Board of Directors

RATCH has specified the annual performance assessment criteria for each sub-committee, which is conducted on the “as a whole” and “individual” basis.

Preparation of Corporate Fraud Risk Papers

Regarding fraud risk management, the Company has assessed fraud risk by preparing corporate fraud risk papers that covered the organization’s fraud risk profile and fraud risk register, consisting of 4 main steps as follows:

  1. Preparation for identifying the impact and likelihood of occurrence, as well as classifying the risk appetite
  2. Identification of fraud risk, root causes and impacts of risk, as well as analyzing the severity and risk probabilities before considering for the present internal control measures
  3. Assessment of the present internal control system, analysis of severity and risk probabilities after implementation of internal control measures
  4. Proposing risk mitigation measures at acceptable levels if the present internal control measures is deficient to prevent the fraud risk

In this regard, the fraud risk assessment and risk management plan are monitored and reviewed for executives and the Board of Directors’ consideration on regular basis.

Anti-Fraud and Corruption

RATCH is committed to conducting business with transparency, fairness, and responsibility towards society, the environment, and all stakeholders, in accordance with good corporate governance principles and business ethics. This commitment aligns with the Company’s policy and determination to combat all forms of corruption.

In line with this, the Board of Directors approved the Company’s participation in the Thai Private Sector Collective Action Against Corruption (CAC). The Company has been a certified CAC member since 2016 and has continuously renewed its certification. Lately, on 14 October 2024, the Company received approval for its third consecutive certification renewal.

The Board of Directors has established an anti-corruption policy framework, corruption risk management measures, and an internal control system. Responsibilities, operational guidelines, and requirements for relevant parties have been clearly documented. The Company regularly reviews its policies and updates regulations and the Company’s order related to corruption risk management to ensure they remain current and aligned with the minimum requirements set forth in the additional announcements by the CAC Council. One of the key updates includes specifying the timeframe for investigating complaints. The Company regularly reviews and updates its Corruption Risk Assessment and control measures for both the Company and its subsidiaries (RG). These serve as clear operational guidelines to prevent fraud and corruption across all business activities, ensuring sustainable business growth and development. The Company effectively communicates these policies to stakeholders through appropriate channels, ensuring strict compliance. Under the supervision of the Board of Directors, the Corporate Governance and Sustainability Committee, the Audit Committee, and the management team, the organization’s leadership plays a crucial role in demonstrating a strong stance against corruption. This commitment reinforces trust among employees, business partners, and the public in the integrity of the Group’s operations.

Anti-Fraud Corruption Policy
Fraud Risk Management

Information Technology Security Risks Protection

RATCH gives priority to cybersecurity and the management of risks in terms of personnel, processes and information technology, getting prepared to counter cyberattacks and ensure business continuity and stability. Best practices are outlined, in line with cybersecurity requirements and recognized security standards, to protect computers, the network, application software, key systems and data from digital threats. RATCH has also developed a system to protect the information technology system from incidents, response measures, and a risk management system based on incidents experienced by the Company and other companies. These initiatives are prepared to prevent impacts on the operations and finance as well as stakeholders’ confidence.

RATCH has enforced the Information Technology Security Policy with an objective to safeguard the confidentiality, integrity, and availability of information. The policy also entails authenticity, accountability, non-repudiation, and reliability. The Company also imposes the Computer and Network Usage Policy that specifies guidelines on computer and network management. The two policies are the tools to ensure IT security, and cybersecurity and business continuity. The policies are reviewed at least once a year or when a severe incident occurs and affects the security.

Data Privacy Implementation and Monitoring

The Company implemented the One Trust platform for managing personal data to ensure that relevant stakeholders' data is thoroughly and efficiently protected, while compliance to all aspects of the law is completed. Additionally, the company is ongoing to monitor the use of employees, suppliers, customers and relevant stakeholders' personal data of all business units.

IT Incident Management Workflow
Information Technology Security Policy
Computer and Network Usage Policy

The Company has executed the corporate governance practices aligning with the business and changing situations which are summarized as follows:

The Company continuously complies with the good corporate governance policies. The Company focuses on providing shareholders with fundamental rights, fair and equal treatment. These include the rights to attend shareholders’ meetings; propose agenda items and/or nominate persons to be directors at the shareholders’ meeting; express opinions and ask questions at the shareholders’ meeting; appoint a proxy to attend the meeting and vote on their behalf; receive dividends; elect, remove, and determine remuneration of directors; appoint the auditor and determine the auditor’s fee; vote on significant matters such as capital increase or decrease, acquisition or disposal of significant assets, and related party transactions; register share ownership; transfer or change ownership of shares; and receive significant information that is accurate, adequate, and timely. The Board of Directors has established and announced policies relating to shareholders, and promotes and protects the rights of all groups of shareholders equally.

In 2025, the Company was not subject to any fines, charges, or civil actions by regulatory authorities or the Ministry of Commerce concerning share repurchases, restrictions on shareholder communication, or non-disclosure of shareholder agreements that could have a material impact on the Company or other shareholders.

  1. Rights to Attend Shareholders’ Meetings

    The Company has established policies and practices to facilitate and encourage all groups of shareholders to exercise their fundamental rights to attend meetings and vote on significant matters on an equitable basis. Shareholders are also provided with the opportunity to be informed of and monitor the performance of the Board of Directors and the management on an annual basis. The Board of Directors ensures that the Annual General Meeting of Shareholders (AGM) is held within 4 months from the end of the Company’s fiscal year. In cases where the Company has urgent matters requiring shareholders’ approval on a special basis, the Board of Directors may convene an Extraordinary General Meeting of Shareholders (EGM), as appropriate.

  2. Right to appoint a proxy for meeting attendance and voting

    The Company grants shareholders the right to appoint a proxy who has reached legal age to attend the meeting and vote on their behalf. The proxy must be designated using the official proxy form prescribed by the registrar. The appointed proxy is required to submit the completed proxy form to the Chairman of the Board of Directors, or a person designated by the Chairman before attending the meeting.

  3. Right to receive dividends

    The Company has established a dividend payment policy to distribute at least 40% of net profit, based on the consolidated financial statements, after deducting legal reserves and other required reserves. However, the actual dividend payment is subject to the Company’s cash flow position.

    For the 2025 annual dividend payment, the Company set the Record Date on 18 March 2025, to determine shareholders eligible to attend the Shareholders’ Annual General Meeting (AGM), vote, and receive dividends. The dividend payment date was scheduled for 23 May 2025. The Company announced the dividend payment notice on its website in both Thai and English for three consecutive days, from 25 to 27 April 2025, in compliance with legal requirements and the Company’s Articles of Association.

    Details were provided using the Registrar’s database, providing details on unclaimed dividends and instructions on how to claim them; assisted shareholders in reissuing dividend checks in cases where checks were lost or expired; and facilitated the transfer of share ownership and dividend payments to heirs in cases where shareholders have passed away.

    Additionally, the Company has encouraged shareholders to enroll in the e-Dividend service by sending them the registration form. This service allows dividends to be directly transferred to shareholders’ bank accounts, ensuring convenience, speed, and security for future dividend payments. Currently, there is a growing trend among shareholders opting for e-Dividend payments.

  4. Right to elect, remove and determine directors’ remuneration

    The Board of Directors proposes to the shareholders’ meeting to consider the election of directors to replace those retiring by rotation at the Annual General Meeting. The names and brief profiles of each nominated director are fully disclosed in the meeting invitation for shareholders’ consideration. Additionally, the remuneration of directors is proposed for annual approval by the shareholders. Further details are presented under the Directors’ Remuneration topic.

  5. Right to appoint the auditor and determine audit fees

    The Board of Directors submits to the shareholders’ meeting for annual approval the appointment of the external auditor and the determination of audit fees. The proposal specifies the name of the auditor, the affiliated audit firm, experience and qualifications, independence considerations, and audit fees in a complete and clear manner. All relevant details are disclosed in the meeting invitation.

  6. Right to register ownership, transfer, or assign shareholding rights

    The Company has appointed Thailand Securities Depository Company Limited (TSD) as its securities registrar. TSD is responsible for depositing the Company’s securities, maintaining up-to-date shareholder records, and providing services to shareholders holding the Company’s securities, including issuance of share certificates, deposit/withdrawal of share certificates, transfer/receipt of securities, and distribution of shareholder benefits. Shareholders may contact TSD directly via the TSD Call Center at +66 2009 9999 or register for the Investor Portal, an online shareholder service system, at: https://www.set.or.th/en/tsd/services/investors/e-services/investor-portal

  7. Right to receive material information accurately, sufficiently, and in a timely manner

    The Company complies with all regulations, criteria, conditions, and procedures relating to information disclosure and any relevant actions required of listed companies. All material information is disclosed completely, accurately, sufficiently, and in a timely manner.

  8. Right to participate in the Company’s activities

    The Company organizes Company Visit activities at its group companies, both domestically and internationally, on an annual basis. Individual shareholders and institutional investors are invited to participate, with participants selected through a random system from investors who register under the Company’s specified criteria. In addition, the Company organizes other engagement activities through online platforms, such as Opportunity Day, Analyst Meeting, and Press Conference.

The Company treats all shareholders equally, regardless of whether they are major shareholders, minority shareholders, or institutional investors, and irrespective of their nationality, whether Thai or foreign. The key principles can be summarized as follows:

  1. Access to the Company’s information

    The Company designates the Stock Exchange of Thailand (SET) information disclosure system as the primary channel for disclosure and assigns the persons authorized to disclose information of the Company, namely the Chairman of the Board of Directors, Directors, the Chief Executive Officer, and Chief Officers. In addition, the Company provides additional communication channels to ensure that shareholders have equal access to the Company’s information through the Company’s website and/or through responsible units, such as the Company Secretary Office, Internal Audit Department, Corporate Affairs Department, and Investor Relations Division, etc.

  2. Preparation of Bilingual Documents

    The Company prepares and discloses all information in both Thai and English through the Stock Exchange of Thailand (SET) information disclosure system and the Company’s website to ensure that both Thai and foreign shareholders have equal access to the Company’s information.

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

    At each Annual General Meeting of Shareholders, the Company publishes an invitation for minority shareholders to propose agenda items for inclusion in the shareholders’ meeting and/or nominate persons for election as directors through the Stock Exchange of Thailand (SET) information disclosure system. The Company also clearly discloses the criteria, methods, consideration procedures, and submission channels on the Company’s website.

  4. Voting through electronic media

    The Company requires that voting at the shareholders’ meeting for all attendees be conducted through electronic media. All participants are able to cast their votes in real time by entering their username and password to verify their identity via computer, mobile phone, or tablet. This facilitates participation and enables verifiable vote processing.

The Company has established written policies, guidelines, and operating results relating to the prevention of the misuse of inside information for personal benefit or for the benefit of others in an improper manner. Such policies are set out in the Company’s Code of Conduct, regulations, orders, and related announcements. The overall guidelines are reviewed and revised at least once a year in accordance with the process determined by the Board of Directors. In addition, the Company provides knowledge and awareness to directors, executives, employees, and persons having access to inside information of the Company. All such persons are required to acknowledge and comply with the policies on the orientation day and their first day of work. The Company also regularly disseminates and communicates its policies, guidelines, and key measures for preventing the misuse of inside information through meetings of the Board of Directors, internal communication systems, and the Company’s website.

Inside Information Policy

The Company has established policies and guidelines to prevent the misuse of inside information for improper personal gain, including the prohibition of using such information for trading the Company’s securities. Directors, executives, and all relevant employees have acknowledged and complied with such policies and guidelines. The Company’s policy on the prevention of the misuse of inside information has been published on the Company’s website

Prevention of Misuse of Inside Information Policy

In 2025, there were no instances of directors, executives, or employees engaging in insider trading or buying/selling the Company’s securities during the restricted trading periods set by the Company. Additionally, no allegations or complaints were made against directors or executives regarding the buying or selling of securities or the misuse of inside information for personal or third-party benefit by regulatory authorities overseeing listed companies. Furthermore, over the past 10 years, there have been no cases of unfair practices or taking advantage of investors through the use of inside information by the Company’s directors or executives.

The Company has established written policies and guidelines for preventing conflict of interest, which are incorporated into the Company’s Code of Conduct, Articles of Association, and regulations governing various committees. Directors, executives, and employees must sign an acknowledgement and commit to following these policies on their first day of work and during orientation. The Company reviews and updates the conflict-of-interest guidelines at least once a year in accordance with the process determined by the Board of Directors. All directors, executives, and employees must perform their duties to the best of their ability and make decisions based on the best interests of the Company, in compliance with laws and ethical standards. Any person having an interest in any matter under consideration shall disclose such interest to the meeting and leave the meeting room, shall not participate in the consideration of the transaction, and shall have no voting right on that matter. The Company has also continuously communicated and provided knowledge on conflict-of-interest prevention to directors, executives, and employees, who have acknowledged and agreed to comply with the policy on an ongoing basis, through Board of Directors’ meetings and internal communication channels such as Line application or email.

In addition, directors and executives are required to submit a report of their vested interests and those of related persons upon assuming their positions and whenever there is any change in such interests, using the prescribed Conflict of Interest Disclosure Form. The Company Secretary is responsible for maintaining such reports and forwarding copies to the Chairman of the Board of Directors and the Chairman of the Audit Committee. Thereafter, such reports shall be submitted at least once a year, on 1 June of each year.

For subsidiaries, affiliates, and joint ventures, the Company has established processes and guidelines to supervise and monitor operations through the Company’s representatives serving as directors or executives in those entities, who are required to comply with the same practices. The chief officers of all functions are required to attend meetings and report the operations, issues, and obstacles of subsidiaries, affiliates, and joint ventures to the Audit Committee and the Board of Directors on a regular basis, or at least once per quarter.

In cases where the Company and/or its subsidiaries or companies within the group engage in similar business activities, measures are implemented to prevent conflicts of interest, with due regard to the best interests of the Company.

In 2025, there were no related-party transactions or asset acquisitions/disposals between the Company and any business partners involving directors, executives, or employees of the Company in a manner that constituted or could constitute a conflict of interest.

  1. Policy on stakeholder engagement

    The Board of Directors has established clear policies and guidelines for engaging with various stakeholder groups. The Company regularly reviews and updates its Code of Conduct to serve as a guideline for directors, executives, and employees in their interactions with all stakeholder groups, in accordance with corporate governance principles. This ensures that the legal rights of various stakeholders, including shareholders, employees, customers, creditors, partners, competitors, public sector, and communities where the Company operates, are protected and properly upheld. The Code of Conduct has been announced and disseminated to all relevant parties through various communication channels and published on the Company’s website.

    The Code of Conduct
    Stakeholder Engagement Policy
    Sustainability Report 2025

  2. Human Rights Policy

    The Board of Directors has established a written Human Rights Policy and key practices within the Company’s Code of Conduct to promote awareness and commitment to respecting fundamental rights, human dignity, equality, and peaceful coexistence for sustainable social development. The Board of Directors has reviewed and further enhanced the key practices to ensure alignment with the current situation, including internationally recognized human rights principles. The Human Rights Policy has been published on the Company’s website.

    Intention: The Company is committed to upholding, supporting, and promoting the respect and protection of fundamental human rights and human dignity for all individuals involved in its operations, in accordance with domestic laws, international human rights and labour principles, and good business practices. In addition, the Company encourages its joint ventures, business partners, suppliers, other stakeholders in its supply chain, and entities under its management, both domestically and internationally, to operate on the basis of respect for human rights and human dignity, to treat all stakeholder groups equally, to provide equal opportunities, and to treat all persons without discrimination regardless of race, complexion, gender, gender identity, age, religion, language, beliefs, social status, family origin, disability, political opinion, as well as in compliance with relevant domestic laws and international human rights principles. The Company conducts its business with due care to prevent human rights violations in its work processes, with clear practices prescribed in the Human Rights Policy. The Company also regularly participates in supporting and improving the quality of life of communities surrounding its areas of operation.

    Respect for rights, freedoms, and equality: Employees must treat one another with respect and honor, and accept and respect differences in opinions. Employees should refrain from expressing opinions related to race, religion, gender, economic status, social status, education, or any other matters that may lead to conflict. Employees are strictly prohibited from engaging in any act of harassment or oppression, whether physical or psychological, the use of violence or force, or any unfair treatment of others in the workplace. However, employees have the freedom to exercise their political rights, such as supporting or being a member of a political party, voting in elections, and exercising other political rights. In addition, the Company supports and provides opportunities for employees to participate and form groups to carry out various activities on a voluntary basis.

    Protection of privacy and confidentiality: Personal data shall be classified as confidential information. Access is restricted only to appropriately authorized persons who clearly require such data for business operations. Personal data may be used only for specified purposes in a fair and honest manner. Personal data shall be collected and retained only as necessary in accordance with legal, regulatory, or appropriate business requirements. The Company shall protect employees’ personal data retained by the Company and shall not disclose, transmit, or transfer such data to unrelated persons without the consent of the employee who is the data owner. Employees’ personal data and sensitive data as defined by law shall be strictly protected. The Company recognizes personal data protection laws and the rights of individuals in Thailand and internationally, particularly in cases of cross-border data transfer. In such cases, consultation with legal advisors or the data controller shall be undertaken to identify applicable legal requirements.

    Fair and equal treatment of workers and respect for community rights: The Company adheres to labor laws in alignment with the conventions and requirements of the International Labour Organization (ILO) as the foundation for treating workers involved in its operations. This covers employment, welfare and protection, safety, occupational health, and working environment of employees on the basis of equality and non-discrimination. This also includes local employment and the treatment of workers of business partners. With respect to communities, the Company respects the right to access information and continuously ensures community safety through appropriate and effective communication channels. The Company also continuously supports the improvement of the quality of life of people in the communities in the areas of education, public health, occupation, and hygiene.

    Human Rights Due Diligence: The Company requires a human rights risk and impact assessment of stakeholders in its value chain every 3 years. In 2022, the Company conducted a Human Rights Risk Assessment of employees, suppliers, customers, communities, and other relevant rights-holders, and prepared a risk register together with risk management measures. In 2023, the Company conducted a Human Rights Impact Assessment of employees of the Company, subsidiaries, and joint ventures in all entities. The results showed that the level of risk and impact for employees was low, with sufficient control measures in place.

    The Company has established human rights guidelines within its Code of Conduct and actively promotes awareness and understanding of human rights among employees to ensure compliance and ethical conduct. By fostering a culture of human rights awareness, the Company aims to mitigate human rights risks that could impact stakeholder confidence and corporate reputation, ensuring long-term sustainability. In 2024, the Board of Directors conducted a review of the Company’s Human Rights Policy and determined that the key elements of the policy remain comprehensive and aligned with the UN Guiding Principles on Business and Human Rights (UNGPs) as well as the Company’s operational context.

    The Company has established human rights practices in the Company’s Code of Conduct and promotes knowledge and understanding of human rights among employees to ensure awareness and compliance. The Company recognizes that exposure to human rights risks may affect stakeholder confidence and the Company’s image, and therefore emphasizes continuous adherence to its human rights principles to support the Company’s sustainability.

    In addition, the Board of Directors has reviewed the Human Rights Policy to ensure that it is comprehensive and aligned with international human rights principles and best practices for business. These include the Universal Declaration of Human Rights (UDHR), the United Nations Guiding Principles on Business and Human Rights (UNGPs), the Principles of the United Nations Global Compact (UNGC), the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work and its Core Conventions, the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, and the Children’s Rights and Business Principles (CRBP). The Company issued Board of Directors’ Announcement No. 1/2025 Re: Human Rights Policy (1st Revision) dated 19 August 2025

    In 2025, the Company monitored complaints relating to human rights through the established grievance channels. It was found that there were no cases or incidents in which the Company was subject to complaints or legal actions alleging human rights violations.

    Human Rights Policy

  3. Personal Data Protection Policy

    To ensure that the Company’s personal data protection operations are in compliance with the Personal Data Protection Act B.E. 2562 (2019), the Company has established and announced its Personal Data Protection Policy through internal communication channels and on the Company’s website. The policy emphasizes the importance of personal data protection, fair treatment of personal data of data subjects, and the collection of personal data only to the extent necessary for the Company’s data processing under lawful purposes. It clearly sets out the purposes for collecting and retaining personal data, the rights of data subjects, and requires explicit consent from data subjects prior to the disclosure of personal data. The Company has implemented appropriate and adequate security measures for the protection of personal data, established contact channels for inquiries, and provided a complaint-handling process for customers regarding personal data matters. Such measures are regularly reviewed and monitored to ensure compliance with applicable laws.

    The Company has appointed Mr. Yuwasan Vivekmetakorn, Vice President - Legal, as the Company’s Data Protection Officer (DPO).

    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 to use such intellectual property for the benefit of the Company in accordance with the guidelines prescribed in the Company’s Code of Conduct, which has been announced for acknowledgement and compliance. Employees must respect intellectual property rights, avoid and refrain from infringing the intellectual property of the Company and others. Access to information or use of the Company’s intellectual property shall cease upon termination of employment.

  5. Information Technology (IT) Security Policy

    The Board of Directors has established a written Information Technology (IT), Cybersecurity, and Artificial Intelligence Security Policy, covering the use of computers and computer networks in compliance with applicable laws, including the Computer Crime Act; software usage control policy to ensure compliance with copyright laws; confidentiality classification policy; access control policy for information and information systems (Access Control); cyber-attack risk management policy in accordance with the NIST Cybersecurity Framework of the National Institute of Standards and Technology (NIST); and crisis management plan. The Company continuously develops internal systems for use in information systems and other departments to enhance efficiency and operational convenience. The information systems are subject to review by both internal and external audit functions.

    Information Technology Security, Cybersecurity, and Artificial Intelligence Policy

    In 2025, in addition to routine system maintenance, the Company has emphasized information technology risk assessment and cybersecurity security. The Company has strengthened monitoring, prevention, and improvement of cyber-attack protection by conducting monthly Security Scorecard assessments, Vulnerability Assessment (VA Scan), penetration testing (Pentest), and phishing email simulation to users within the organization. These proactive measures aim to enhance security, mitigate risks that may cause damage to critical information, strengthen user awareness and skills, and maintain organizational credibility in accordance with cybersecurity standards. The Company also conducts disaster recovery testing to ensure that critical business operations can continue in the event of various crisis situations. If any misconduct causing damage to the Company is identified, the Company will consider taking disciplinary and legal action as appropriate.

The Company supports efficient resource utilization by establishing an Energy Conservation Policy and an Office Building Environmental Management Policy, which focus on the efficient use of resources and energy in both production processes and the Company’s office buildings. The Company promotes employee participation in environmental care activities and continuously fosters awareness of environmental conservation, occupational health, safety, and a good working environment among employees on an ongoing and comprehensive basis, as well as extending such efforts to the broader public.

In addition, the Chairman of the Board of Directors has assigned the management to supervise energy conservation in all aspects and to report regularly at the Board of Directors’ meetings.

Energy Conservation Policy
Office Building’s Environmental Management Policy

The Company places importance on compliance with environmental laws and regulations of the countries in which it operates, including mitigation and preventive measures stipulated in Environmental Impact Assessment (EIA) reports and Biodiversity Impact Assessment reports, with regular monitoring of the operations of each entity. In addition, the Company promotes the adoption of nationally and internationally recognized operational standards, such as ISO 14001 Environmental Management System and ISO 45001 Occupational Health and Safety Management System, as well as relevant requirements of the Department of Industrial Works, the Office of Natural Resources and Environmental Policy and Planning, and other relevant regulatory authorities, for application in the Group’s power plants. The Company continuously monitors, audits, and improves such systems. It also supports the reduction of energy and water consumption in electricity generation in order to reduce greenhouse gas emissions, while concurrently promoting forest conservation for carbon sequestration.

In 2025, the Company implemented the Environmental and Social Management System (ESMS), developed in alignment with the IFC Performance Standards, in 3 pilot power plant projects to assess the completeness of material environmental and social issues relevant to the Group and its operational performance. In addition, the Company reviewed and revised its Environmental and Social Policy to ensure coverage of key issues relating to the power generation and energy business and alignment with the Company’s context. The Company also promotes social and environmental responsibility as part of its corporate culture by building awareness and instilling a sense of responsibility among executives and employees. The Company has communicated such matters comprehensively and provides annual training on significant social and environmental issues relevant to its sustainability.

Corporate Sustainability Policy
Environment

The Company has appointed the Safety, Occupational Health, and Workplace Environment Committee (the “Committee”) and defined its authority and responsibilities. The Committee is required to prepare and submit an annual performance report, including identification of issues and recommendations arising from the performance of its duties upon completion of one year of service, for submission to management and relevant government agencies, as well as to disclose such information to stakeholders on an annual basis.

The Company places importance on the safety, occupational health, and workplace environment of its employees, suppliers, and other stakeholders working with the Company, particularly within the Company’s premises. The Company provides training and knowledge to build understanding and awareness of operational duties and safe work practices at every step, with the goal of achieving “Zero-Accident.” Under the supervision of the Safety, Occupational Health, and Workplace Environment Working Group, the working group monitors and evaluates performance and identifies preventive and corrective approaches to ensure that operations are carried out safely and appropriately to the circumstances, and to promote awareness of the value of efficient and effective use of resources. This is in line with the relevant Company’s policies and Code of Conduct as determined by the Board of Directors and communicated through various channels both internally and on the Company’s website.

The 2026 performance can be summarized as follows:

The Board of Directors requires a review of the social and environmental policies that have been announced as guidelines for the Group’s operations in order to emphasize the promotion of community engagement, the importance of communication, support for community development and strengthening, the promotion and preservation of local traditions and culture, and continuous support for environmental conservation and restoration. These principles are reflected in every process and phase of the Company’s project development and operations. During the project development phase, preliminary technical studies are conducted in parallel with assessments of economic, social, cultural, and community lifestyle information in order to prepare a community engagement plan and key project communication information. The Company also organizes activities to enhance understanding of the project and holds public hearings on various issues in compliance with the requirements of relevant government agencies and regulators. During project construction, the Company continuously communicates and provides knowledge regarding its operations and policies to the community. Once the project becomes operational, the Company maintains close and regular communication with the community, listens to suggestions, and improves activities to ensure they are aligned with actual community needs.

In addition, the Group’s power plant businesses have established tripartite committees comprising representatives from all sectors of the community to serve as a mechanism for monitoring and overseeing power plant operations and as a channel for community members to express opinions and provide useful recommendations, fostering mutual trust and coexistence. Ratchaburi Electricity Generating Company Limited, which operates the Ratchaburi Power Plant, serves as a model for successful community engagement. The Ratchaburi Power Plant Environmental Monitoring Committee has been established, comprising representatives from the government sector, civil society, community leaders, local administrative organizations, and provincial authorities. The committee monitors and inspects the plant’s operations to ensure compliance with environmental prevention, mitigation, and impact reduction measures as specified in the Environmental Impact Assessment (EIA) report. It also serves as a liaison between the power plant and the community, disseminates factual information, addresses issues or potential concerns, and conveys community suggestions. This serves as another important channel for systematic and continuous community participation in monitoring the Company’s operations.

The Company promotes community engagement through its social and environmental responsibility activities. Further details are presented in the 2025 Sustainability Report

  • Type of Disclosure

    The Company discloses both financial and non-financial information through periodic reports and non-periodic reports. The objective is to ensure that recipients receive accurate, complete, sufficient, and timely information that is useful for investment decision-making.

  • Quality of Information

    Quality of Information refers to accuracy, clarity, completeness, sufficiency, timeliness, transparency, and verifiability. The Company discloses significant information and data, both financial and non-financial, presenting not only one-sided information but also both positive and negative aspects. Disclosure of information and data is conducted in compliance with relevant rules and requirements, such as the immediate disclosure of significant information, broad dissemination of information to the public, clarification in the case of rumors or news, actions taken when securities trading is abnormal, avoidance of promotional disclosure without reasonable grounds, and securities trading by insiders. At the same time, information disclosure must not impose excessive costs on the Company or adversely affect its competitiveness. Further details are provided under the topic of Shareholders’ Rights, the Board of Directors’ Responsibility Report on the Financial Statements prepared by the Board and presented together with the Auditor’s Report in the Form 56-1 One Report, and the Audit Committee’s opinion on the quality of financial reporting presented under the Report on the Performance of the Audit Committee during the past year.

    In addition to reflecting the Company’s operational transparency, the disclosure of quality information to external parties is important in promoting confidence and trust among investors and related parties. The Board of Directors performs its duties in supervising, monitoring, and reviewing the responsible persons to ensure compliance not only with the minimum disclosure requirements prescribed by law or regulations, but also with the principle of fairness and equal access to information for all investors.

  • Disclosure Channels

    The Company adheres to the principle of providing comprehensive and equitable access to significant information and ensures that such information is regularly updated through appropriate communication channels. These include disclosure via the Company’s website (www.ratch.co.th), quarterly and annual earnings press conferences, analyst meetings, press releases and photo releases, meetings with domestic and international investors, executive interviews, exhibitions, media relations activities, Opportunity Day activities, and site visits for shareholders, institutional investors, and analysts, as well as other activities. These channels cover both one-way and two-way communication. Information disclosed on the Company’s website is prepared in both Thai and English and is simultaneously disseminated through the Stock Exchange of Thailand (SET) disclosure system as the primary channel, in order to broaden access, enhance convenience in information dissemination, and foster mutual understanding among shareholders, investors, and the general public.

    The Board of Directors and the management place importance on information disclosure and ensure compliance with established criteria through monitoring and review. The Company has clearly designated responsible units and persons for disclosure in various matters and has continuously developed communication channels to ensure the quality and comprehensiveness of disclosed information, as follows:

  • Authorized persons for information disclosure The Company has designated persons responsible for the disclosure of information and data of the Company as follows: the Chairman of the Board of Directors, Directors, the Chief Executive Officer, and Chief Officers. Relevant functions are responsible for preparing supporting information. The Corporate Affairs Department is responsible for the preparation of information and key issues for communication 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 the press, investors, or analysts, and the preparation of the Form 56-1 One Report for disclosure in accordance with relevant requirements and practices.

In entering into transactions or agreements with suppliers, partners, communities, and other groups of stakeholders, the Company shall proceed in accordance with the terms, agreements, and contracts, in compliance with the applicable laws, rules, and regulations. In the event of non-compliance or violation of rights that the Company upholds and is required to observe, the Company shall provide compensation for damages incurred in accordance with the terms, agreements, and contracts, as well as the relevant laws, rules, and regulations, in an appropriate and fair manner.

The Board of Directors requires the management to propose Directors and Officers Liability Insurance (D&O) for the Board’s consideration on an annual basis, including coverage conditions, policy limits, and premiums, in order to provide protection to directors and executives in the event of claims for damages arising from the performance of their duties within the scope of their lawful authority. This is consistent with the Company’s business expansion and increasing diversity of operations, which result in a greater number of business transactions and involvement in approvals, opinions, certifications, and commitments on behalf of the Company in accordance with the duties of directors and executives in various transactions. Such circumstances may give rise to claims from external parties, including shareholders or other stakeholders, in relation to the liability of directors or executives arising from the performance of their duties. However, the Company shall not be liable for any losses and shall recover all expenses incurred in defending any case from any director or executive who has committed fraud or misconduct against the Company.

In addition, if such violation constitutes a breach of the Company’s Code of Conduct, the person who violates the Code shall be subject to disciplinary action in accordance with the Company’s regulations, and may also be subject to legal penalties if such act is unlawful.

Against Corruption (“CAC”) on 22 April 2016. The Company has been a certified CAC member continuously and has successfully passed its third consecutive certification renewal. The current certificate is valid until 31 March 2028.

The Company complies with the Anti-Fraud Corruption Policy, as well as related regulations and orders, and promotes awareness among employees of the Company and its subsidiaries regarding anti-corruption practices. The Company has communicated relevant policies, regulations, and orders to executives within the Group to ensure awareness and understanding of the Company’s operational guidelines. In addition, the Company has sent invitation letters to its business partners to participate in the CAC Change Agent program in order to expand the transparent business network to business partners.

The Board of Directors has established an anti-corruption policy framework, corruption risk management measures, and an internal control system. Duties, responsibilities, operational guidelines, and requirements for relevant parties have been clearly prescribed in writing. The Company has reviewed and updated the Fraud Risk Assessment and Corruption Risk Assessment, as well as control measures of the Company and its subsidiaries (RG), and uses them as clear operational guidelines to prevent corruption in all business activities in order to support sustainable business operations. These policies and measures have been communicated to stakeholders through appropriate channels for strict compliance under the supervision of the Board of Directors, the Corporate Governance and Social Responsibility Committee, the Audit Committee, and the management, who demonstrate leadership and a clear stance against corruption to employees, business partners, and the public, thereby reinforcing confidence in the Group’s business operations.

Anti-Fraud Corruption Policy

Implementation of Anti-Fraud Corruption Measures

  • Establishing orders or operational guidelines for fraud risk management, with the objective of defining activities, specifying duties and responsibilities of personnel, and prescribing procedures and practices for personnel to use in preventing, detecting, and responding to corruption risks accurately and in a timely manner.
  • Preparing, improving, and regularly reviewing the Company’s policies, regulations, orders, and Code of Conduct, and communicating them to employees to ensure understanding and strict compliance with the Company’s anti-fraud corruption policies and practices.
  • Conducting risk assessments and preparing a fraud risk register and risk map by defining risk assessment criteria, root causes, impacts, likelihood of occurrence, acceptable risk levels, evaluation of existing internal controls, implementation of risk mitigation measures, and analysis of the severity and likelihood of residual risks under current internal controls. The internal audit unit reviews the fraud risk management process annually to ensure that prescribed measures implemented. The Company also requires an annual review of corruption risk assessments to reassess the appropriateness of the corruption risk register and anti-fraud corruption control activities of the Company and its key subsidiaries.
  • Communication and Training: The Company prepares an annual communication and training plan, specifying channels, frequency, content, and implementation to ensure effectiveness both internally and externally. The objective is to ensure that employees are aware of the importance of participation in fraud risk management, transparency, and the Company’s commitment to anti-fraud corruption at all levels, and to communicate such commitment to business partners and stakeholders.

In 2025, the Company implemented key communication and training activities as follows:

  1. Prepared the 2025 annual communication and training plan, which was reviewed and approved by the Anti-Fraud Corruption Communication and Training Committee and the Corporate Governance Working Group.
  2. Conducted anti-fraud corruption orientation training for newly hired employees.
  3. Published quarterly newsletters containing information related to anti-fraud corruption.
  4. Conducted testing and assessment of awareness, understanding, and compliance with the Company’s Code of Conduct and Anti-Fraud Corruption Policy through the e-learning system. The test was reviewed and updated to align with revised policies and practices. All executives and employees are required to achieve a minimum passing score of 80% before proceeding to the annual performance evaluation or KPI assessment.
  5. Formally announced, disseminated, and obtained written acknowledgements of the Anti-Fraud Corruption Policy and Guidelines from company representatives, business partners, and stakeholders.
  6. Issued letters to the Company’s suppliers to inform them of anti-fraud corruption measures, including the “No Gift Policy” during the New Year period.
  7. Invited suppliers to participate in the CAC Change Agent program.
  8. Prescribed communication and training guidelines to enhance coordination with subsidiaries in order to expand knowledge and understanding of CAC.
  9. Produced educational materials on the Company’s Anti-Fraud Corruption Policy, including a short drama video on the meaning of “fraud” and “corruption”, and the meaning of “facilitation payment”.
  • Background checks on employees and business stakeholders prior to hiring and entering to any contractual or business transactions: The Human Resources Department is responsible for conducting background verification and reviewing qualifications, competencies, and employment history of personnel in key positions prior to the signing of employment contracts to ensure that such individuals have no integrity-related concerns in the performance of their duties. Employment contracts stipulate conditions relating to anti-fraud corruption. The Office Management Division is responsible for establishing criteria for the selection and performance evaluation of appropriate business partners, and for conducting background reviews of business partners, particularly vendors, contractors, and service providers, to ensure that they possess appropriate qualifications, good reputation, sound financial status, and reliability. The Company also communicates its anti-fraud corruption policies to business partners in writing.
  • Internal Control: All departments of the Company are required to establish written procedures and clearly segregate duties at every stage of operations for internal control purposes, and to regularly review and update such procedures. The Internal Audit Department is assigned to evaluate internal controls of each process to ensure that they adequately cover corruption risks, and to review policies, operations, and procedures in accordance with the Company’s anti-fraud corruption measures and policies on an annual basis, to ensure that implementation is complete, adequate, and effective, in compliance with the requirements and evaluation guidelines of CAC. Where any irregularities are detected, an analysis of the potential for fraud in such matters must be conducted.
  • Measures for Detecting and Responding to fraud
  • Establish reporting channels or mechanisms for whistleblowing. Employees or external parties shall have the independence to report without disclosing their identity. The Company shall provide protection measures to ensure that whistleblowers are not subject to retaliation, harm, or intimidation thereafter. The designated reporting channels for employees include the Chairman or Directors of the Company, Independent Directors or Audit Committee members, the Chief Executive Officer, the Vice President – Internal Audit Department, and supervisors. Employees who are aware of incidents or indications but fail to report to the Company, or who report false information, shall be considered to have committed a disciplinary offense.
  • Establish guidelines for handling fraud, including investigation, disciplinary action, remediation, and disclosure. The Chief Executive Officer shall appoint an Investigation Committee to gather information from whistleblower reports and report the findings to the Chief Executive Officer and subsequently to the Board of Directors.

Role of the Audit Committee in Anti-Fraud Corruption

The Audit Committee oversees and reviews the adequacy and completeness of the Company’s anti-fraud corruption process through the Internal Audit Department and reports to the Board of Directors. The scope includes the following:

  • Reviewing policies and procedures for fraud risk management, including assessing the adequacy of internal controls to prevent fraud and corruption that may occur.
  • Establishing internal audit guidelines and overseeing operations to ensure coverage of anti-fraud corruption matters, ensuring compliance with the Company’s policies and alignment with international standards.
  • Review financial reporting to ensure transparency and accuracy in accordance with internationally accepted accounting standards.
  • Reviewing anti-fraud corruption communication and training policies to ensure that employees at all levels, external parties, and business partners are informed of and comply with the Company’s policies and principles.
  • Reviewing compliance with the Company’s regulations, orders, and Code of Conduct relating to anti-fraud corruption, including policies on giving and receiving gifts and souvenirs, charitable donations and sponsorships, hiring of government employees, entertainment expenses, and fraud risk management.
  • Establishing an annual audit plan to review the Company’s corruption risk management to ensure compliance with the prescribed criteria and measures.

In 2025, no incidents of corruption or ethical misconduct were identified. There were no cases of directors or executives resigning due to corporate governance issues.

The Company is committed to creating a transparent and accountable working environment by establishing complaint and whistleblowing channels to receive complaints, comments, or suggestions from stakeholders who are affected, or may be affected, by the Company’s business operations or by the performance of duties of its directors, executives, and employees, including matters relating to legal violations, compliance with the Code of Conduct, and behavior that may indicate corruption.

The Company provides the following complaint channels:

  1. Company website Whistleblowing Channel
  2. By post (addressed to the recipient concerned)
    RATCH Group Public Company Limited, 72 Ngam wong wan Road, Bangkhen, Mueang Nonthaburi, Nonthaburi 11000
  3. By email
    Chairman of the Board or Directors: directors@ratch.co.th
    Independent Directors: id@ratch.co.th
    Audit Committee: ac@ratch.co.th
    Chief Executive Officer: ceo@ratch.co.th
    Vice President – Internal Audit Department: internalaudit @ratch.co.th

The Company has clearly defined procedures upon receipt of a complaint by appointing an Investigation Committee to examine the facts and determine appropriate actions, including corrective measures and mitigation of impacts on affected parties. Upon completion of the investigation process, the Investigation Committee shall report the results to the Chief Executive Officer for further reporting to the Board of Directors regarding the handling of affected parties and the improvement of work processes to rectify and prevent recurrence, as well as to enhance operational efficiency. The whistleblower, complainant, or any person cooperating in the fact-finding process shall be protected and treated fairly. The Company has established appropriate measures to protect the complainant in cases where there is a risk of hardship, damage, or safety concerns.

In 2025, there were no complaints or whistleblowing reports. Should any complaint or whistleblowing report arise, the Company will proceed in accordance with the established procedures and consider disciplinary action under the Company’s regulations or legal action if the act constitutes a violation of law.