Overview of Corporate Governance Policies and Practices
The Company conducts its business under the principles of good corporate governance by establishing policies and practices in accordance with the Corporate Governance Code for listed companies 2017 (CG Code) and has prepared a written Corporate Governance Manual and Code of Business Conduct (Code of Conduct) to serve as a guiding framework for the operations of directors, executives, and employees. This covers the principles of transparency, responsibility, fairness, accountability, and anti-corruption in all its forms.
The Company continuously communicates and promotes an understanding of such practices through training, education, and internal communication channels to ensure that the Board of Directors, executives, and personnel at all levels can implement them correctly.
The Audit and Corporate Governance Committee is responsible for overseeing, monitoring, and evaluating the performance of the Board of Directors, executives, and employees to ensure compliance with the Company's good corporate governance policies and Code of Conduct. It also reviews the practices to ensure they are appropriate for the business operations and corporate governance principles, proposing them to the Board of Directors for consideration at least once a year. In cases where any topic cannot yet be implemented or has not achieved the expected outcomes, the Audit and Corporate Governance Committee will be assigned to formulate a development plan and oversee its ongoing execution.
The Board of Directors is responsible for overseeing sustainability (ESG) matters by formulating policies, reviewing risks, and regularly monitoring performance, while assigning relevant sub-committees to scrutinize details prior to proposing them to the Board of Directors.
The Company has disclosed the full version of its good corporate governance practices and Code of Conduct to shareholders and investors on the Company's Investor Relations website:
Policies and Practices Related to the Board of Directors
The Company has established key policies and practices regarding the Board of Directors to ensure transparent and efficient business operations. These encompass processes ranging from director nomination, the determination of remuneration for directors and executives in accordance with their duties and responsibilities, the maintenance of directors' independence from management, director development, and performance evaluation, to the oversight of subsidiaries and associated companies. Further details are provided in Section 8.1 Summary of the Board of Directors' Performance.
Policies and Practices Related to Shareholders and Stakeholders
1) Rights of Shareholders
The Company respects and protects the rights of shareholders to participate in determining the business direction and approving significant matters affecting the Company's operations and shareholders' interests. This is in addition to appointing the Board of Directors to act as representatives in overseeing the Company's business. Furthermore, the Company encourages shareholders to attend the shareholders' meeting to express their opinions, ask questions, and cast votes on the Company's significant matters. This includes the right to receive accurate, adequate, and timely information, as well as the right to receive a share of the Company's profits in proportion to their shareholding.
In addition, the Company provides opportunities for shareholders to propose meeting agenda items and nominate candidates for directorship in advance. Shareholders are also allowed to submit questions prior to the meeting, in accordance with the criteria and procedures clearly defined by the Company. Such information is disclosed through the channels of the Stock Exchange of Thailand and the Company's website to ensure that shareholders receive comprehensive and adequate information, enabling them to exercise their rights effectively.
Schedule of the Shareholders' Meeting
The Company promotes and facilitates the exercise of shareholders' rights, placing importance on good practices and the quality of the shareholders' meeting. The Company shall convene an Annual General Meeting of Shareholders within four months from the end of the fiscal year. The primary consideration is the convenience of the shareholders regarding the venue, date, and time of the meeting, ensuring it does not fall on public holidays or long weekends, and is scheduled at an appropriate time.
Accordingly, the Company held the 2025 Annual General Meeting of Shareholders on Monday, April 28, 2025, at 2:00 p.m., at the Company's Head Office in Bangkok, which is easily accessible for shareholders by both private vehicles and public transportation.
Notice of Meeting
The Company disclosed the resolutions of the Board of Directors' meeting regarding the date of the shareholders' meeting, the meeting agenda, and the Board's opinions to the Stock Exchange of Thailand to inform shareholders prior to distributing the notice of the meeting. The Company supervised the preparation of the notice of the meeting to ensure it specified the date, time, venue, and agenda, including the accurate and complete opinions of the Board of Directors for each agenda item. The Company prepared the notice of the meeting and supporting documents, such as the Annual Registration Statement/Annual Report (Form 56-1 One Report), financial statements, supporting documents for consideration of various agenda items, and proxy forms, in both Thai and English, and disclosed them on the Company's website 30 days prior to the meeting. The Company delivered this same set of the notice of the meeting to the shareholders 21 days in advance of the meeting to ensure shareholders had sufficient time to review the information prior to the meeting date.
Proxy
For shareholders who are unable to attend the meeting in person, the Company provides an opportunity for shareholders to appoint another person or an independent director of the Company as a proxy to attend the meeting and exercise rights on their behalf. The Company has nominated its independent directors for proxy appointment in the proxy form in accordance with the format prescribed by the Ministry of Commerce. Shareholders can exercise their voting rights on various agenda items by using Proxy Form B, which is delivered together with the notice of the meeting, including the proxy form for shareholders appointing a custodian in Thailand, which can be obtained from the Company's website.
Furthermore, the Company supports the use of e-Proxy and e-Voting systems to enhance convenience and efficiency in the exercise of shareholders' rights, including accommodating custodians in exercising rights on behalf of shareholders. The Company will consider and treat proxies as if they were the shareholders, and has incorporated the votes into the voting system as notified to the Company.
Shareholders' Meeting Day
The Company utilized information technology systems to facilitate a smooth registration process for the shareholders. The Company provided adequate staff to assist the shareholders and prepared stamp duties for proxy forms at the registration desk. Prior to the commencement of the meeting, the moderator introduced the Board of Directors, executives, and the auditor to the meeting.
In the 2025 Annual General Meeting of Shareholders, 7 out of the total 8 directors of the Board of Directors attended the meeting, representing 87.50 percent. One director took a leave of absence due to an important mission overseas. The Chairman of the Audit and Corporate Governance Committee, senior executives, and the Chief Financial Officer (CFO) also attended the meeting.
Prior to the commencement of the meeting, the moderator explained the procedures for voting, vote counting, and the announcement of voting results for the resolution of each agenda item. The Company appointed an independent vote-counting inspector (Independent Inspector) to ensure that the voting was transparent and verifiable, requiring shareholders to submit voting cards with a barcode for each resolution agenda item, complete with their signatures. The Company collected the voting cards and counted the votes of the shareholders who disapproved or abstained, which were then deducted from the total votes to derive the approval resolution votes. Upon the completion of the vote counting, the meeting immediately announced the voting results for each agenda item. In the event that the vote counting took an extended period, the Chairman of the meeting might commence the consideration of the next agenda item before returning to announce the voting results once the data processing was completed, to prevent disruptions to the meeting. After the meeting concluded, the Company requested the shareholders to return the duly signed voting cards to the Company for further collection and retention.
The Company considered the meeting agenda for the 2025 Annual General Meeting of Shareholders in the sequence specified in the notice of the meeting, without any changes or alternations to the order of the agenda items, and there were no requests for the meeting to consider any other agenda items aside from those specified in the notice of the meeting.
During the consideration of each agenda item, the Chairman of the meeting provided an opportunity and allocated sufficient time for the shareholders to express their opinions and ask questions. The Chairman of the meeting was pleased to listen to opinions and inquiries of interest to the shareholders and arranged for the executives to answer all questions clearly and comprehensively.
The Company has a practice regarding conflicts of interest, requiring any director who has a vested interest or involvement in any agenda item to notify the meeting in order to abstain from participating and voting on that respective agenda item. Furthermore, in the 2025 Annual General Meeting of Shareholders, the Company requested the directors nominated for election to leave the meeting room while the shareholders considered and voted on the appointment of directors on an individual basis.
The Company takes into account the rights of shareholders to attend the meeting and vote, and provides an opportunity for shareholders to join the meeting after it has convened. They shall constitute a quorum and be entitled to vote only on the agenda items for which a resolution has not yet been considered.
Upon the conclusion of the meeting, the Company disclosed the resolutions of the meeting along with the voting results for each agenda item through the system of the Stock Exchange of Thailand on the same day as the meeting date.
Furthermore, the Company prepared the minutes of the meeting with complete details, including the recording of significant questions and answers, and submitted them to the Stock Exchange of Thailand within 14 days following the shareholders' meeting date. The Company also published the minutes of the meeting in both Thai and English on the Company's website to enable shareholders to verify them transparently.
2) Equitable Treatment of Shareholders and Promotion of Shareholders' Rights
The Company treats all shareholders fairly and equitably, regardless of shareholding proportion, gender, age, race, nationality, religion, etc. Shareholders of the Company are entitled to equal voting rights on a "one share, one vote" basis. No shareholder is granted preferential rights over others, as voting power is strictly proportionate to the number of shares held.
Proposing Agenda Items and Nominating Persons for Directorship
The Company protects and maintains the rights of all shareholders, whether they are major or minority shareholders, individual or institutional investors, and Thai or foreign nationals. Shareholders are entitled to express opinions, propose agenda items, and/or nominate persons for consideration for appointment as directors. The Company has established and announced the criteria and procedures for shareholders to propose agenda items and/or nominate director candidates in advance. This information is disclosed on the Company’s website in both Thai and English, as well as through the Stock Exchange of Thailand’s channels.
For the 2025 Annual General Meeting of Shareholders, the Company provided the opportunity for shareholders to propose agenda items and/or nominate persons for consideration as directors in advance from October to December 2024. However, no such proposals were submitted by shareholders for consideration.
Facilitation for Shareholders on the Meeting Date
The Company ensures that all shareholders receive appropriate facilitation for attending shareholders' meetings. Registration opens one hour prior to the scheduled commencement of the meeting and remains available until the final agenda item. Additionally, the Company utilizes electronic registration and vote-counting systems to support and enhance the efficiency of the registration and voting processes.
The Company ensures that corporate information is disclosed in both Thai and English on the Company's website, through the Stock Exchange of Thailand, and via other relevant channels. This is to ensure that all shareholders receive timely and equitable access to information.
3) The Role of Stakeholders
The Company adheres to the principles of good corporate governance and the business code of conduct, aiming to create shared value among internal and external stakeholders, including shareholders, customers, trading partners, business alliances, competitors, creditors, employees, communities, society, and the environment, for the sustainable growth of all parties. The Company recognizes the differing rights, expectations, and needs of each stakeholder group, and has established appropriate policies and guidelines to oversee and protect their fundamental rights in compliance with relevant laws and regulations.
The Company has established systematic guidelines for stakeholder relationship management by communicating, listening to feedback, and responding to material issues through appropriate channels, enabling the continuous application of suggestions to improve operations. The corporate governance guidelines and the business code of conduct have been documented in writing and published on the Company's investor relations website to provide stakeholders with transparent access to information (http://ir.thairung.co.th/th/investor_new.php >> Corporate Governance >> Corporate Governance and Code of Conduct).
Regarding performance related to stakeholders, the Company has disclosed empirical data across various dimensions, including Environmental Management (Section 3.3), Social Management, such as the treatment of employees, customers, and communities (Section 3.4), and Corporate Governance, such as the prevention of insider trading, conflicts of interest, and anticorruption (Section 8.1.4).
4) Information Disclosure and Transparency
The Company places great importance on transparent, accurate, complete, and timely information disclosure. Policies and guidelines for information disclosure have been established in accordance with relevant laws and regulations, as well as the principles of good corporate governance. This ensures that shareholders, investors, and stakeholders receive information equitably and can utilize it appropriately for decision-making.
The Company has designated an Investor Relations (IR) department responsible for consistently communicating the Company's significant information through various channels. These include the Stock Exchange of Thailand's portal (SETLink), the Company's website, analyst meetings, and investor meetings. The Company adheres to the principle of Fair Disclosure and avoids providing information selectively to any specific individual. Furthermore, information is disclosed in both Thai and English on the Company's website to facilitate both domestic and international investors.
Regarding governance, the Company requires that financial information and significant data be reviewed by an independent auditor and considered by the Audit and Corporate Governance Committee, as well as the Board of Directors, prior to public disclosure. This is to ensure the accuracy and reliability of the information. Additionally, the Company has established measures to prevent Insider Trading by imposing a Silent Period for securities trading and requiring directors, executives, and related persons to report their securities holdings to the Office of the Securities and Exchange Commission (SEC) in accordance with the law.
The Company continuously monitors and oversees information disclosure to ensure compliance with laws and best practices. During the past year, there were no incidents of inaccurate information disclosure or violations of relevant regulations. The Company remains committed to continuously developing its information disclosure practices to enhance transparency and build long-term confidence among investors.
Business Code of Conduct
The Board of Directors has established the Business Code of Conduct as part of the Corporate Governance Manual for all directors, executives, and employees of the Company to adhere to as a guideline for performing their duties in accordance with the Company's vision and ideology. This covers key issues such as compliance with relevant laws and regulations, responsibility to stakeholders, prevention of conflicts of interest, anti-corruption, maintaining confidentiality and information, and the protection of company assets. The Board of Directors reviews the Company's Business Code of Conduct annually to ensure it remains comprehensive, appropriate, and consistently aligned with changes in the business environment, relevant laws, rules, and regulations, as well as good corporate governance principles at both national and international standard levels.
In 2025, the Board of Directors reviewed the Company's Business Code of Conduct once, adding a policy on giving or receiving donations, a policy on facilitation payments, and a policy on the hiring of government officials. This was done to align with the criteria of the Thai Private Sector Collective Action Against Corruption (CAC) of the Thai Institute of Directors Association (IOD) in order to further elevate good corporate governance. Additionally, the anti-corruption policy was communicated to directors, executives, employees, and business partners to ensure their knowledge, understanding, and strict compliance, along with regular monitoring and evaluation of policy compliance. It was mandated that all executives and employees undergo self-learning modules, and 100% of the executives and employees successfully completed the training through the system.
Furthermore, internal activities are consistently organized to cultivate awareness among everyone within the Company. In 2025, there were no findings of wrongdoing, any actions constituting ethical misconduct, or any actions violating laws, the Public Limited Companies Act, or the regulations of supervisory bodies such as the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET).
The full version of the Company's Business Code of Conduct has been published for shareholders and investors on the Company's website.
Significant Changes and Developments in Policies, Practices and Governance Systems over the Past Year
Significant Changes and Developments of Policies
In 2025, the Audit and Corporate Governance Committee reviewed the Good Corporate Governance Policy and Business Ethics, as well as related policies and measures such as the Anti-Corruption Policy and the Whistleblowing or Complaint Policy, to ensure they are appropriate and aligned with the assessment criteria of the Thai Institute of Directors Association (Thai IOD), and subsequently presented them to the Board of Directors for approval. The Committee also established corporate governance practices suitable for the Company to align with international standards under the framework of relevant laws and regulations. Furthermore, the Committee supervised and provided guidance in accordance with the Corporate Governance Code for Listed Companies (CG Code), and reviewed the Corporate Governance Rating (CG Rating) and sustainability development operations by continuously promoting and supporting governance, social, and environmental dimensions. The Committee also oversaw and reviewed internal controls related to anti-corruption measures, as well as reviewed and approved corporate governance policies for subsidiaries and associates. These actions ensure that all business operations of the Company are conducted accurately, transparently, and fairly, thereby building confidence among shareholders and various stakeholders, and supporting the long-term value enhancement of the Company.
In 2025, the Board of Directors reviewed and approved key corporate governance policies as follows.
Reviewed the Corporate Governance and Business Ethics Manual to update the information and incorporated policies regarding the giving or receiving of donations, facilitation payments, and the employment of government officials to align with the criteria of the Thai Private Sector Collective Action Against Corruption (CAC) under the Thai Institute of Directors (IOD) to further elevate good corporate governance practices (details as per the Code of Conduct disclosed on the Company's website).
Reviewed the Board structure and approved the "Appointment of the Corporate Sustainability Committee" by restructuring the Risk Management Committee and revising its roles and responsibilities to become the "Risk Management and Sustainability Development Committee" by expanding its roles and responsibilities to cover corporate sustainability development on March 2, 2026 (details as per Section 7.3 Information on Sub-Committees) to ensure that sustainability governance is systematically integrated with the Company’s risk management and organizational strategy.
Consequently, for the year 2025, the Company was in the initial stage of developing its sustainability governance structure, with plans to systematically develop operational processes, indicators, and monitoring procedures in the subsequent phase.
Reviewed and approved the "Policy on the Governance of Subsidiaries and Associated Companies, including the Disclosure of Compliance Monitoring Results" which must cover 3 issues in accordance with the CG principles (details as per Section 8.1.3 Governance of Subsidiaries and Associated Companies).
Reviewed and approved the "Roles and Responsibilities of the Chairman of the Board" to cover 3 issues according to the CG principles by adding the role to Manage Key Relationships. Specifically, the Chairman of the Board has the duty to "foster positive relationships between executive directors and non-executive directors, and between the Board of Directors and the Management" (details as per Section 7.2.3 Information on the Roles and Responsibilities of the Board of Directors).
Approved the policy regarding the "Minimum quorum requirement at the time the Board of Directors passes a resolution in the Board of Directors' meeting, requiring the presence of not less than 2 out of 3 of the total number of directors" (details as per Section 7.2.1 Composition of the Board of Directors).
Approved the policy on "Holding directorships in other companies by the highest ranking executive (CEO)" by specifying that the President can hold directorships in other listed companies up to a maximum of 3 companies (totaling not more than 4 companies) and can hold positions in other companies or organizations, provided that it does not cause a conflict of interest or affect the performance of duties. The President must report to the Board of Directors for prior approval (details as per Section 7.4 Information on Executives).
These policy updates reflect the Company's commitment to elevating corporate governance standards for greater effectiveness, responding to the expectations of shareholders and stakeholders, as well as building investor confidence and supporting the sustainable growth of the Company in the long term.
Compliance with the Corporate Governance Code for Listed Companies
The Company has applied the Corporate Governance Code (CG Code) in setting business direction, making decisions, and managing risks to build long-term stable performance and sustainably increase value for stakeholders.
In 2025, the Company complied with the majority of the CG Code principles. However, there are certain issues where the Company's practices may differ from the evaluation criteria of the Corporate Governance Report of Thai Listed Companies (CGR) project, which the Company has carefully considered and established future guidelines as follows.
The implementation of a cumulative voting method for the election of directors at the Annual General Meeting of Shareholders, as such practice is currently incompatible with the Company's vote-counting procedures.
Regarding the policy requiring directors and executives to notify the Company of their intention to trade securities 1 day in advance, the Board of Directors is of the opinion that the Company already has strict policies regarding the use of inside information, which include
Insider Information Policy prohibiting the Board of Directors, executives, and employees who are aware of inside information from disclosing such information to third parties and unrelated persons, and from using such information for personal gain.
The designation of a silent period for securities trading for the Board of Directors, executives, employees, as well as their spouses and minor children.
Supervisory measures requiring the Board of Directors and executives to report their securities holdings to the Company every time there is a change, and to report to the Board of Directors on a quarterly basis.
The Company considers that these measures can appropriately manage the risks associated with the use of inside information at present. Nevertheless, the Company will review such practices to ensure alignment with good practices in the future.
Regarding the requirement that the Board of Directors should consist of more than 50 percent independent directors, the Company's previous board structure already comprised 50 percent independent directors. However, due to the resignation of 1 independent director, the proportion of independent directors has decreased to 43 percent (as of March 2, 2026). The Company is currently in the process of recruiting a new independent director and expects to be able to adjust the structure to comply with the criteria in the near future.
Regarding the determination of the Board structure to include female directors at a proportion of at least 30 percent, or at least 2 persons.
The Company recognizes the importance of Board Diversity, which is a crucial element in promoting comprehensive perspectives and enhancing the efficiency of corporate governance. However, the current proportion of the Company's female directors does not yet meet the specified criteria due to limitations in the present board structure, which is considered primarily based on expertise, specialized experience, and suitability for the Company's business nature.
Nevertheless, the Company has established guidelines for the recruitment of new directors by concurrently taking into account gender diversity, skills, and experience. The Company will gradually increase the proportion of female directors appropriately upon the occasion of appointing or replacing directors in the future, in order to align with good corporate governance principles in the long term.
The arrangement of the Shareholders' Meeting in a Hybrid format (both Physical Meeting and e-AGM)
The Company places importance on facilitating shareholders in attending the meeting. Currently, the Shareholders' Meeting is still held as a Physical Meeting at the Head Office, which is located in an easily accessible area with access to public transportation systems.
Nonetheless, the Company continuously considers the alternatives of organizing the meeting in a Hybrid or e-AGM format. However, such operations still involve costs and technological system requirements that must be considered to appropriately suit the size and context of the Company, to ensure cost-effectiveness and avoid creating a burden on the shareholders as a whole.
Other Practices according to Corporate Governance Principles
The Company continuously develops its corporate governance system, placing importance on elevating management standards and concretely encouraging shareholder participation. As a result, the Company has received an "Excellent" rating in the Quality Assessment of the Annual General Meeting of Shareholders (AGM Checklist) from the Thai Investors Association for several consecutive years. This reflects the transparency, equality, and efficiency in facilitating shareholders.
Furthermore, the Company has integrated Environmental, Social, and Governance (ESG) principles into its business operations and strategic decision-making processes to support sustainable growth. In 2025, the Company received a "Good" corporate governance evaluation rating from the Thai Institute of Directors and achieved a SET ESG Rating of "A" from the Stock Exchange of Thailand.
The Company remains committed to continuously elevating its corporate governance standards, setting a goal to achieve the "Excellence" level in accordance with the CGR evaluation criteria and international practices, in order to strengthen investor confidence and support long-term sustainable growth.
