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The Company's Board of Directors recognizes the importance of compliance with laws, objectives, regulations, and resolutions of shareholders' meetings. The Board adheres to and implements the Principles of Good Corporate Governance of Listed Companies as prescribed by the Stock Exchange of Thailand to serve as operational guidelines for the Company. This approach ensures operational efficiency, creates transparency for investors, and builds confidence in the Company's business operations among external parties. These principles are disseminated to directors, executives, employees, and stakeholders to serve as practical guidelines, with reference to the good corporate governance principles for listed companies.

The Company has announced and implemented a Code of Business Ethics and Work Conduct Guidelines, requiring all employees to undergo training and obtain annual certification in business ethics. There is continuous emphasis on proper compliance with laws, regulations, rules, and bylaws, particularly ethical standards. Therefore, it is a significant challenge for the Company to ensure that all employees strictly and completely apply good corporate governance principles to eliminate misconduct in their duties.

Another important challenge is establishing an efficient corporate governance system with effective governance processes and rigorous operational monitoring procedures. This involves integrating risk management information, laws, regulations, bylaws, and governance principles to ensure management achieves its objectives and builds trust among stakeholders.

Good Corporate Governance for TPBI Sustainability

TPBI has established a requirement to review and revise the Good Corporate Governance Manual, Code of Ethics, and Work Conduct Guidelines at least once annually. This review process is conducted through presentations by the Sustainability and Corporate Governance Committee to ensure the manual remains appropriate for current situations and business environments, and can be effectively implemented across the entire organization, including subsidiaries. This includes summary information regarding practices that have not yet been implemented by the Company, along with reasons and alternative measures.

Furthermore, the Company has communicated and disseminated these guidelines to the Board of Directors, management, and employees at all levels, requiring them to acknowledge and sign their commitment to use these as practical working guidelines for concrete implementation. These are also published on the Company's website and through internal communication channels.

Board Diversity Policy

The selection of directors must consider the benefits of diversity within the Company's Board of Directors in various aspects, including educational background, professional experience, skills, and knowledge, without limitation based on gender, age, race, nationality, religion, or any other differences.

                Therefore, to align with the Company's policy, the director recruitment process has the following objectives:

  1. The Board of Directors should include at least one female director
  2. There should be no fewer than 3 independent directors, which represents no less than one-third of the total Board of Directors
  3. No limitations based on gender, age, race, nationality, or religion
  4. Comprised of specialized knowledge and expertise (Skill Matrix) as follows:
  5. -  Company business                                                 -  International business
    -  Marketing and strategy                                         -  Accounting and finance
    -  Business administration and economics         -  Risk management and audit
    -  Engineering                                                              -  Legal
    -  Information technology/innovation                   -  Human resources management
    -  Sustainability and corporate governance

Results

Board Diversity: Male 9 persons, Female 1 person (10%)

Total Directors: 10 persons (100%)

Board meeting 8 times

Executive Director)  6 persons (60%)

Average Board meeting attendance 100%

Independent Directors 4 persons (40%)

 Board Diversity
Male 9 persons
Female 1 person (10%)

Non-executive directors and not independent directors - persons

 

 skill matrix

Board Responsibilities

The Company recognizes the importance of developing its corporate governance standards to be comparable with leading companies both domestically and internationally, which will contribute to the Company's sustainable growth. The Board of Directors therefore reviews the appropriateness and adequacy of the Company's corporate governance policies and business ethics practices annually to ensure alignment with evolving business models and environments, including laws, regulations, practices, and feedback from stakeholders.

In 2025

  • The Board of Directors approved the 8th revision of the Good Corporate Governance Policy, which involved updating the duties and responsibilities of the Audit Committee to better align with good corporate governance principles and current circumstances. With unwavering commitment and determination to operate on the foundation of good corporate governance, the Company has consistently received excellent corporate governance ratings, achieving "Excellent" level or 5 symbols in the Corporate Governance Report (CGR) for listed companies for the 5th consecutive year in 2025.
  • All directors serve continuous terms not exceeding 9 years from the date of their first appointment as directors.
  • All directors hold directorships in no more than 5 listed companies combined (without exception) to ensure efficiency in performing their duties.
  • The Company schedules Board meetings in advance for the entire year and notifies the Board of Directors before the end of the current year to allow for meeting planning. The Company holds meetings every 1st or 2nd Saturday of February, April (after AGM), May, August, November, and December, with additional special meetings as necessary.
  • Clear meeting agendas are set in advance with regular agenda items for monitoring operational performance. The Company sends meeting invitations along with meeting agendas and supporting documents to all directors at least 5 days before the meeting date to provide the Board adequate time to study the information before attending the meeting, except in cases of urgent circumstances.

Information Disclosure and Transparency

The Company prepares Management Discussion and Analysis (MD&A) to accompany financial statement disclosures and produces newsletters to report quarterly operating results summaries, which are published through the Company's website. The Company also participates in Opportunity Day activities organized by the Stock Exchange of Thailand.

In 2025, the Company participated in Opportunity Day activities 2 times and published newsletters through the Company's website, with details as follows:

  • March 12, 2025 - to report operating results for 2024
  • August 27, 2025 - to report operating results for Q2/2025

 

Director Remuneration

At the Annual General Meeting of Shareholders held on April 25, 2026, the director remuneration structure was revised as follows:

The Board of Directors

Remuneration for the year (THB/year)

1.

Chairman of the Board of Directors

1,200,000

2.

Chairman of the Audit Committee

280,000

3.

Chairman of the Nomination and Remuneration Committee

140,000

4.

Chairman of the Sustainability and Corporate Governance Committee

140,000

5.

Independent Director

330,000

6.

Audit Committee

200,000

7.

Nomination and Remuneration Committee

100,000

8.

Sustainability and Corporate Governance Committee

100,000

9.

Director

180,000

10.

Attendance Fee for a Board Meeting

 
 

- Chairman of the Board of Directors

10,000 THB/Attendance

 

- Independent Directors

5,000 THB/Attendance

Remark:  
1. The remuneration of the Chairman includes the positions of Chairman of the Board and
Independent Director.
2. In case there is an appointment of additional subcommittee in the future, the remuneration
of the chairman and members of such additional subcommittee shall not be over
140,000 THB and 100,000 THB, respectively.

There is no other benefit to the directors except the remuneration of directors and bonuses. Executive directors do not receive bonuses as directors

Board Performance Evaluation
The Company conducts performance evaluations at least once a year, using the board performance evaluation guidelines from the Stock Exchange of Thailand. The Company Secretary distributes the board performance evaluation forms to the Board of Directors and sub-committees to assess both the collective performance of the board and individual self-assessments. The scores are then compiled and summarized for presentation to the Sustainability and Corporate Governance Committee and the Board of Directors, enabling the Board to review the evaluation results, identify problems and obstacles encountered during the past year, propose improvement recommendations, and utilize the evaluation results to enhance board effectiveness for optimal corporate governance going forward. The evaluation criteria are calculated as percentages of the total score, as follows:      
                         90 – 100%       =           Excellent
                         76 – 89%         =           Very Good
                         66 – 75%         =            Good
                        50 – 65%          =            Satisfactory
                        Below 50%      =           Needs Improvement
Topics in the performance evaluation of individual directors as follows:
(1) Structure and qualifications of the Board of Directors
(2) Roles, duties, and responsibilities of the Board of Directors
(3) Board meetings
(4) Board's duties
(5) Relationship with the management
(6) Director development and executive development
(7) Results of corporate governance assessment by the Thai Institute of Directors Association

Topics in the performance evaluation of individual directors as follows:
(1) Structure and qualifications of the Board of Directors
(2) Board meetings
(3) Roles, duties, and responsibilities of the Board of Directors


For the performance results of the Board of Directors and sub-committees, as well as individual director evaluations for the overall year 2025, as follows:

Evaluation Results

2024

Individual

 Board/Committee

ฺฺBoard of directors

Very Good

Very Good

Audit Committee

Excellent

Excellent

Nomination and Remuneration Committee

Excellent

Excellent

Sustainability and Corporate Governance Committee

Excellent

Excellent

Risk Management Committee

Very Good

Good

            Furthermore, the Board has provided additional comments and recommendations to improve the efficiency of the Board's performance for optimal corporate governance benefits.

Chief Executive Officer Performance Evaluation           
The Board of Directors conducts an annual performance evaluation of the Chief Executive Officer at least once a year. The evaluation covers topics including leadership, strategic planning and implementation, financial planning and performance, relationship with the Board, external relations, management and personnel relations, succession planning, product and service knowledge, risk management and internal control, corporate governance, sustainability, and personal characteristics. The evaluation follows guidelines from the Stock Exchange of Thailand. In the evaluation process, the Company Secretary distributes the evaluation forms to independent directors or non-executive directors, or the Nomination and Remuneration Committee to conduct the performance assessment. The evaluation results are then discussed in the Board of Directors meeting (non-executive members).

           For the overall performance results of the Chief Executive Officer for the year 2025, as follows:

Evaluation Results

2025

Chief Executive Officer

Excellent

 

Succession Planning

The Company places importance on good corporate governance with sustainability and business continuity. The Board of Directors has therefore assigned the Nomination and Remuneration Committee to oversee the preparation of a succession plan for the Company's Chief Executive Officer and to periodically review such plan, considering various factors of executives who possess suitable qualifications, such as qualifications, knowledge, capabilities, experience, and periodic performance evaluations.\

The objective is to proactively plan for recruitment and selection of personnel in advance by planning and developing potential individuals within the organization for key positions to replace and succeed positions due to retirement or to retain talented individuals who may be targeted by external parties, reduce the loss of personnel with knowledge, capabilities, and experience, serve as motivation to retain capable and potential employees, while providing opportunities for development and promotion to higher positions, as follows:

  • The Chief Executive Officer prepares the succession plan and presents it to the Nomination and Remuneration Committee for consideration and submission to the Board of Directors for approval
  • The Nomination and Remuneration Committee monitors the progress of the succession plan, from identifying successors, developing potential, to performance evaluation
  • When the position of the Company's Chief Executive Officer becomes vacant/unable to perform duties, the Nomination and Remuneration Committee is responsible for selecting a new Chief Executive Officer to present to the Board of Directors for consideration and approval of appointing a suitable person to hold the position

In 2025, the Company improved its management structure to be suitable for increasingly diverse business operations and to align with strategic plans for future growth. The Nomination and Remuneration Committee, in collaboration with the current Chief Executive Officer, considered defining the skills, knowledge, and capabilities for the Chief Executive Officer position to suit the organization. A succession plan was prepared by the Chief Executive Officer and presented to the Board of Directors (non-executive) and the Chairman of the Board for further consideration, with a development plan for high-potential executive groups and annual performance monitoring and evaluation.

Anti-Coruption

In 2025, the Company undertook the following activities to promote good corporate governance, business ethics, and
anti-corruption:

  1. Reviewed the appropriateness of the business ethics and work guidelines, which contain content and practices
    relating to anti-corruption, and communicated the same to employees through the annual knowledge refresher
    program. 100% of directors, executives, and employees completed the refresher.
  2. Disseminated and communicated the good corporate governance guidelines, business ethics, and work guidelines,
    which contain content and practices relating to anti-corruption, to business partners for their acknowledgment. In
    the preceding year, 100% of business partners were communicated with and acknowledged receipt.
  3. Conducted corruption risk assessments and formulated corruption risk prevention measures, and communicated
    such risk management matters to employees and managers across all departments, in order to build accurate
    knowledge and understanding in accordance with international principles of corruption and anti-corruption risk
    management and related internal controls, enabling them to apply anti-corruption prevention approaches in their
    daily work.
  4. Conducted anti-corruption training courses for directors, executives, and employees on more than two occasions,
    to strengthen knowledge, understanding, and awareness of anti-corruption. In addition, the Company organized
    special training sessions for interested business partners and customers, to extend the anti-corruption network
    throughout the value chain.
  5. Reviewed the adequacy of anti-corruption processes, with the Audit Committee delegating the internal audit unit
    to conduct regular audits.
  6. Aspires to be part of building a transparency network for a stronger Thai society. The Company declared its
    intention to join the Thai Private Sector Collective Action Against Corruption (CAC) in May 2025, and submitted the
    relevant assessment documents in November 2025. The Company expects to receive certification as a CAC
    member network in the first quarter of 2026.
  7. Maintains a policy of political neutrality and does not provide financial support, resources, or any other property,
    directly or indirectly, to politicians, political parties, or political pressure groups. No political contributions were
    made during the reporting period, and the Company has no history of making political contributions.
    Total political contributions: THB 0.
  8. Total cost of fines, penalties, or settlements in relation to corruption: THB 0. The Company did not incur any fines, penalties, or settlements related to corruption during the reporting period.

 

Number of cases or issues related to corruption 2023 2024  2025
Total number of cases or issues related to corruption (cases) 0 0  0

 

Whistleblowing System

In 2025, the Company monitored reports of whistleblowing or complaints through all 6 complaint channels and found that a total of 7 complaints were received, relating to products, services, and employee assistance, with no whistleblowing reports regarding fraud, corruption, or ethical misconduct. However, these complaint issues have been effectively resolved, demonstrating the Company's commitment to placing importance on good corporate governance with integrity, honesty, and ethics to enhance competitiveness and sustainable growth of the Company.

The Company continuously promotes transparent and auditable work practices and corporate governance. Complainants can inquire about details, file complaints, or report misconduct regarding legal violations, inaccuracies in financial reports, deficient internal control systems, or violations of the Company's business ethics through 6 channels: website, telephone, email, mail, and in person. The Investor Relations unit and Company Secretary are responsible for receiving opinions and various complaints from shareholders and investors, while management representatives and Human Resources are responsible for receiving opinions and grievances from employees. The Company has established clear procedures for handling complaints from shareholders, customers, employees, and other stakeholders to protect rights and preserve the privacy of complainants. Such complainants will receive protection and their personal information will be kept confidential, accessible only to relevant parties. In cases where there are complaints of potential misconduct, an investigation committee will be established, consisting of senior management and representatives from departments with no vested interest in the matter, to investigate and proceed according to the Company's disciplinary regulations and report to the Audit Committee and Board of Directors.

Whistleblowing Channels   

 Channel 1

In-person complaints at headquarters
TPBI Public Company Limited: 42/174 Moo 5, Soi Sri Sathian Niwet, Rai Khing Sub-district,
Sam Phran District, Nakhon Pathom Province 73210 

 Channel 2

Written complaints sent to
Company Secretary TPBI Public Company Limited:42/174 Moo 5, Soi Sri Sathian Niwet,
Rai Khing Sub-district,
Sam Phran District, Nakhon Pathom Province 73210

 Channel 3

Telephone or fax complaints
Tel: 0-2429-0354-7 ext. 501 or Fax: 0-2429-0358

 Channel 4 Company website
www.tpbigroup.com

 Channel 5

Audit Committee: This email address is being protected from spambots. You need JavaScript enabled to view it.
Investor Relations: This email address is being protected from spambots. You need JavaScript enabled to view it.
Company Secretary: This email address is being protected from spambots. You need JavaScript enabled to view it.

 Channel 6 Suggestion box for employees