Corporate Governance

Thaioil believes that the oil business is managed on the basis of corporate governance and business ethics. Major reasons for conducting business efficiently include possessing integrity, transparency, accountability and fairness to all interested parties with maximum benefits to shareholders. This contributes to the sustainability of the business.

Board of Directors

Board of Directors shall consist of no less than 5 and no more than 15 persons, as defined in the Articles of Association of the Company. The Board of Directors was assigned to the Nomination and Remuneration Committee and was to maintain the nomination and selection of directors and top executives in the event of vacancy.
The composition of the Board of Directors must have enough number of independent directors to be sure that they can counterbalance the work of the Board of Directors and implement the management. The Board of Directors must consist of at least one-third of the directors with no less than 3 members.
Qualification of the Board of Directors consists of people who are trusted and capable in a variety of skills, including industrial financial accounting and business management as well as international marketing strategy, crisis management, legal and regulatory affairs.
Independent Director’s Qualification Thaioil defined Independents Directors’ qualification that is in consistent and more intense than the requirement of the Stock Exchange Commission (SEC)’s and Dow Jones Sustainability Indices (DJSI)’s criteria

Name of the Board of Directors (as of February 1^st, 2023)

Board Composition (as of February 1, 2023)

Remarks: Board Meeting Attendance and Tenure were information as of December 31, 2022

Board Skill Matrix

In this regard, a policy on the Board’s diversity is readily in place. Consideration for appointment is made on experience, knowledge, and capability that benefits the business while gender, race, ethnicity, nationality, or country of origin are not regarded as any restriction. A Board Skill Matrix was developed for mapping out skills, knowledge, and expertise required for the business, such as energy, petroleum and petrochemicals, accounting and finance, information technology and digital, and innovation and environment, among others. The Board should consist of at least three directors with knowledge in the Company’s business, at least one director in the law, and at least one director in financial and accounting.

Board Expertise (Information as of February 1, 2023)

Board Diversity Policy - Thaioil’s nomination criteria stipulate that directors must hold qualifications that comply with laws and regulations, considering experience, knowledge, and skills that benefit the business. and diversity of gender, race, ethnicity, nationality, or country of origin. Thaioil also values directors’ diversity of expertise and has developed a Board Skill Matrix aligned with business strategies to assist in the selection process. Names of qualified persons are also searched from the State Enterprise Policy Office’s (SEPO) Director’s Pool and the Thai Institute of Directors’ list of professional directors (IOD Chartered Directors).

The Board-Committees comprise of the Audit Committee, The Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee and Risk Management Committee.  In order to come up with the company’s visions, policies, and various practices, the committee takes sustainability issues into consideration. This is also related to the company’s management and constant improvement. Good standards and work ethics are also vital in management on the basis of merit, quality, and efficiency so as to meet the international standards for corporate governance. This can build confidence and trust from investors and stakeholders.

Board Election Process - Thaioil’s nomination criteria stipulate that directors must hold qualifications that comply with laws and regulations, considering experience, knowledge, and skills that benefit the business. and diversity of gender, race, ethnicity, nationality, or country of origin. Thaioil also values directors’ diversity of expertise and has developed a Board Skill Matrix aligned with business strategies to assist in the selection process. Names of qualified persons are also searched from the State Enterprise Policy Office’s (SEPO) Director’s Pool and the Thai Institute of Directors’ list of professional directors (IOD Chartered Directors). Furthermore, by the Company’s Articles of Association (AOA), the number of Board members shall consist of at least five (5) but not more than fifteen (15) members, all of whom must be proficient and widely accepted, and elected by shareholders at the Annual General Meeting of Shareholders (AGM). Each year, a certain number of Board members completed the term as required by the AOA; however, they may be re-nominated and re-elected on an individual basis upon receiving majority votes of the shareholders who attend the meeting and casting their votes.

An assessment of the company's performances - Thaioil is tracking the indicator of the company. The directors will call a meeting conducted by the management on a monthly basis.

Directors’ Remuneration - The Nomination and Remuneration Committee (NRC) was appointed by the Board to consider director’s annual remuneration taking into account such factors as directors’ responsibilities, business performance, and overall economic circumstances while making comparisons with other companies in the same industry to come up with a comparable and motivating remuneration package. The NRC will then make a proposal to the Board for endorsement before submission to the Annual General Meeting of Shareholders (AGM) for consideration and approval.

Board’s Performance Assessment - Thaioil arranges for performance assessment of the Board on an annual basis. The assessment is divided into three parts:

Thaioil has guidelines to be evaluated by independent advisors every 3 years in accordance with the guidelines of the Corporate Governance Code for Listed Companies 2017 (CG Code), which was implemented in 2019 by AON Hewitt (Thailand) Co., Ltd.

Executive Incentives

Thaioil’s corporate governance procedures and practices are key to achieving our mission to sustainably create value and enrich the well-being of our key stakeholders – namely, Thaioil’s shareholders, customers, suppliers and contractors, employees, communities and society, and government and related public agencies. To that end, Thaioil has established a set of principles to guide our corporate governance procedures and practices:

Thaioil’s compensation and remuneration processes hold our management accountable for leading us to operate in compliance with these principles and incentivize them to make decisions that lead Thaioil to the best outcomes..

Success Metrics of Chief Executive Officer

The strategic plan approved by the Board and the management will be set as the corporate Key Performance Indicator (KPI) of the Group. The corporate KPIs will be assigned for the CEO then cascading down to executive vice president level, department and section level, respectively. The CEO and Executives are specifically assessed by the Nomination and Remuneration Committee, with the assessment results discussed in the Board for endorsement. This assessment includes two main aspects – corporate key performance indicator (KPI) achievements and leadership competency. KPIs cover: Financial returns such as net profits and ROIC, and ROIC compared with peers (Relative financial return indicator compared with peers in the same industry); Operations; Strategic initiatives; and Enabler & Sustainability indicators.

TOP Way of Conduct

To ensure the alignment amongst Thaioil and its affiliates, and to create competitive advantages in the market in achieving long-term goals and sustainable growth. Thaioil has established the TOP Way of Conduct since 2015. The TOP Way of Conduct incorporated 15 important policies. The objectives of the TOP Way of Conduct are to be the guideline for executives, management, and employees to adhere to while performing their duties.

Independent Director’s Qualification Criteria