Corporate Governance Principles

Corporate Governance is an internal management tool to link relationships among shareholders, the Board of Directors, executives, and employees with due regard for stakeholders at large, leading to the best interests of shareholders and all stakeholders. Thaioil Group’s CG principles are as follows

Every Thaioil staff is well-aware of the responsibility in the refining and petrochemical business, which depends on natural resources and environment. The Company recognizes the importance of using natural resources effectively and efficiently. It also has environmental management process, operating to prevent and reduce future risks. In addition, Thaioil staff also instill the concept and practice, by focusing on CG principles and Code of Conduct which is one of a key performance index in the performance appraisal of all directors, executives, and other employees. This includes incorporating “I-Integrity” into the Company’s corporate values, known as “POSITIVES”, which encourage all employees to apply in their daily duties and responsibilities as well as being used as a tool to assess variable bonuses for employees at the manager level and above (Guidelines for variable bonus payment).

Moreover, Thaioil regularly reviews its policies, principles, and guidelines for corporate governance annually, in compliance with regulations, announcements, and guidelines for corporate governance of related regulators, as well as principles and assessment criteria for corporate governance of various institutes. As a result of the above actions, Thaioil has received the third-party verification through the board performance assessment which was conducted by Corporate Governance Report of Thai Listed Companies (CGR) in terms of the corporate governance, including an assessment of Corporate Governance Report (CGR) of Thai Listed Companies. In 2023, Thaioil received a CGR score of 112, which has achieved the highest score of all SET-listed companies with market capitalization of over THB 10 billion for the 5^th consecutive year and classified in the “Excellence” category (more than 80) for the 15^th consecutive year.

CGR was initiated by Thai Institute of Directors Association (IOD) in collaboration with the Stock Exchange of Thailand (SET). In 2023, the scoring and assessment criteria of CGR were developed by referring to the Organization for Economic Cooperation and Development (OECD) Principles of Corporate Governance and Thailand’s Corporate Governance Code for Listed Companies 2017 (CG Code 2017). CGR Evaluation methodology assesses on four governance categories;

Rights and Equitable Treatment of Shareholders

weight 25%

Role of Stakeholders and Business Sustainability

weight 25%

Disclosure and Transparency

weight 15%

Board Responsibilities

weight 35%

For more information, please see Manual of Corporate Governance Report of Thai Listed Companies 2023.

Company compliance system are assessed through the questions for example;

Whether the company has a policy and practices on internal control and risk management in place. (Category 4 Board Responsibilities, Sub-section 4.2: Supervisory Responsibilities, Criteria 31)
Whether the company discloses its anti-corruption risk assessment as well as the implementation outcomes of its anti-corruption policy. (Category 2 Role of Stakeholders and Business Sustainability Sub-section 2.3: Sustainability in the Social Dimension, Criteria 29)
Whether the company appoints a responsible person or compliance unit (Category 4 Board Responsibilities, Sub-section 4.2: Supervisory Responsibilities,
Criteria 34)
Whether the board of directors has a governance policy of the company’s subsidiaries and associated firms, as well as disclosure of the policy’s follow-ups (Category 4 Board Responsibilities, Sub-section 4.2: Supervisory Responsibilities, Criteria 28)