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SET: AP
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Corporate Governance Practices

The company recognizes that good corporate governance is the major factor that enables the organization to have the efficient operation and supports sustainable growth. The CG Policy was drafted by corporate governance and risk management committee and approved by the Board of Directors. On 7th November 2016, the board of directors agreed to revise such policy in order to improve the standard and the operation of the good corporate governance, to comply with ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard).

Compliance with corporate governance and business ethics is the duty and responsibility of the Board of Directors, all executives, and all employees. Hence, it is important to promote the employees under supervision for their correct information, understanding, and compliance with the corporate governance of the Company strictly.

Moreover, corporate governance and business ethics are added to the training course for new directors and employees to ensure that everyone will comply with and conform to the corporate governance and code of conduct of the Company.

Any violation of the principles or practice guidance by the directors, executives, or employees is subject to the disciplinary penalty as strictly determined by the Company. If there is an act reasonably assumed to be illegal, in contrast to the official criteria, rules, and regulations, the Company will forward the matter to the officer for further proceeding. Any employee witnessing the illegal act and/or an act that violates corporate governance must be filed a complaint or accusation through channels provided by the Company. Accordingly, the Company will investigate the matter without disclosing the name of the complainant to protect him from potential. There was no violation regarding corporate ethics and code of conduct in 2023.

The overview of corporate governance policy and guideline

Corporate governance policy and practice covers the nomination and remuneration of directors and executives including the management’s independence, the development of directors, and evaluation of the board of directors’ performance. This also includes supervision of the Company’s subsidiaries and its joint venture, the shareholder’s stewardship, the equitable treatment of shareholders, promotion to exercise the shareholders’ rights, preventing the use of inside information, preventing the conflicts of interest, accountability towards stakeholders, anti-corruption as shown in the Company’s website https://investor.apthai.com/en/good-governance/corporate-governance-policy

Material changes and developments regarding policy, guideline and corporate governance system in the preceding year

The implementation of the good corporate governance 2017

The corporate governance and sustainable development committee was considered and reviewed the implementation of the good corporate governance 2017 (CG code) to be in accordance with the context of company’s business quarterly and proposed to the Board of Directors to reconsider once a year.

In 2023, the Company implemented an imperative review of policies, practice guidelines, and corporate governance system or the sub-committee charter to ensure the continuity of the Company, enhance supervision of corporate governance, and demonstrate our effort to leverage the corporate governance, which complies with the CG Code as follows:

Some of the sub-practices under the CG Code have not yet been implemented, as follows:

Practice 3.1.2 The Board of Directors should consider the number of directors suitable for effective performance, which should be no less than five and not exceed 12.

Reason: Currently, 13 directors are considered compatible with the nature and scale of the business, which has been expanding and becoming more complex. It is crucial to have a sufficient number of directors from various professions to perform the duty effectively.

Practice 3.2.5 The Board of Directors should determine the policy that the independent directors shall have no more than nine consecutive years of the term of office from the date of the first appointment.

Reason: Continued terms of office among independent directors will bring about experience and understanding in the company business, returning benefits to the audit of the company administration. Therefore, there is no policy determined.

For the practices that have not been implemented, the Board of Directors’ meeting records details and reasons since there is a plan for further development and monitoring based on the priority of each agenda item. The corporate governance policy and practice guidance are published on the intranet and emailed regularly to all employees.

The assessment result is proposed to the corporate governance and sustainable development committee for acknowledgement, and consideration as well as suggestions to the Board of Directors for development and improvement to ensure the good corporate governance of our organization.

Corporate governance guideline

Furthermore, the Company’s corporate governance practices were in line with the principle of good corporate governance for listed companies by the Stock Exchange of Thailand, which are presented in five categories as follows:

  • Section 1 Rights of shareholders
  • Section 2 Equitable treatment of shareholders
  • Section 3 Role of stakeholders
  • Section 4 Disclosure and transparency
  • Section 5 Responsibilities of the board

As the company owner, shareholders have their rights and votes, according to the laws, in the key administration of the company. Therefore, the Company aims to create the highest benefit among shareholders on a basis of equal treatment, such as buying or selling shares and receiving dividends, together with adequate, timely, and complete information. The investor relations and corporate secretary section was set up as a channel for communication where the shareholders could access it via telephone, email, and post. In addition, shareholders are entitled to take part in material business decisions, e.g., payment of dividends, appointment of directors, determination of directors’ remuneration, and amendment to provisions of the Articles of Association.

1. Shareholders’ meeting

Realizing and recognizing the importance of respecting the rights and equality of all shareholders, including Thai and foreign investors, minor investors, and institutional investors, the Company has determined a policy with the aim of facilitating and promoting the attendance of all shareholders and announced its implementation on February 21, 2023.

In 2024, the Company held its Annual General Meeting of Shareholders (AGM) on April 25, 2024, which did not exceed 4 months after the fiscal year-end. The company conducted the proceedings in a manner to ensure that the shareholders were able to exercise their rights in accordance with the law, relevant regulations, and good governance practices, as follows:

Before the meeting

  • 1.1 The Company ensures that shareholders receive clear and adequate information with sufficient time to consider the agenda items of the AGM, also able to easily access the notice of the AGM and its accompanying documents. To this end, the Company posted the notice of the AGM and related documents on its website on March 22, 2024, which was not less than 30 days prior to the meeting date. Then, the Notice of the AGM, in both Thai and English, together with Form 56-1 One Report (QR code format) was sent via post by Thailand Security Depository Co., Ltd. (TSD) to shareholders on April 5, 2024, which was more than 14 days in advance of the meeting date. Shareholders who wish to receive the printed version of the 56-1 One Report in both Thai and English may submit their request to the Company for further delivery. The aforesaid Notice of the AGM contained information such as the date, time, and venue of the meeting and details of each agenda item (including factual background, rationale, and opinions or recommendations of the board), as well as accompanying documents. The meeting notice was also advertised in newspapers during April 9 to 11, 2024, which were three consecutive days prior to the date of the meeting.
  • 1.2 In order to encourage all shareholders (individuals, juristic persons, and institutional investors) to attend the AGM and exercise their rights in an equitable manner, the Company delivered the Notice of the AGM together with the Proxy Form to the shareholders for the appointment of proxies to attend the meeting on their behalf in the event that the shareholders were unable to attend the AGM in person. In addition, the Company proposed the names of two independent directors, Mr. Nonthachit Tulayanonda and Mr. Kosol Suriyaporn, on notice of the meeting for the shareholders’ consideration in appointing the proxy
  • 1.3 In order to facilitate attendance for all shareholders and proxy holders, the AGM 2024 was held on a working day, Thursday 25 April 2024 at 14.30 hrs, through electronic platforms according to the Emergency Decree on Electronic Meeting B.E. 2563 and relevant laws. The company will not provide on-site registration. Therefore, all shareholders are requested to attend the meeting via electronic platforms only.
  • 1.4 In encouraging the use of technology, the Company has assigned Inventech Systems (Thailand) Co., Ltd. to arrange online meetings through electronic platforms with a pre-registration system. Shareholders who wish to attend the meeting either in person or by proxy via an electronic platform, which is compatible with all devices such as PCs, laptops, and mobile phones. All shareholders are invited to submit their AGM questions in advance through email or the online system during the AGM. The IT experts were provided to oversee the meeting for the accuracy and convenience of the registration and e-vote counting processes.

2. The conduct of the shareholders’ meeting

  • 2.1 The Company’s directors and executives attended the meeting to provide clarifications and respond to shareholders’ inquiries. Prior to the commencement of the meeting, the Company introduced the Chairman, the Vice Chairman, the Chairmen of all subcommittees, the Directors, the highest-ranking executives in finance and accounting, the external auditor, and the legal advisor. In 2024, all 13 directors were present at the meeting, representing a 100% attendance rate.
  • 2.2 The Company conducted transparent shareholder’s voting and allowed shareholders to vote separately on each agenda item. Therefore, the shareholders can exercise their rights freely.
  • 2.3 The Chairman of the meeting allowed shareholders to have an opportunity to ask questions and/or make recommendations on an equitable treatment basis and provided comprehensive responses to all questions or issues raised. The minutes of the meeting and votes cast under each agenda item were recorded by the corporate secretary.
  • 2.4 The Company counted the votes and announced the voting results of each agenda item with transparency during the meeting by specifying the voting of approval, disapproval, and abstention. In 2024, there were no shareholders opposed to the voting results.

3. The preparation of the AGM minutes and the disclosure of its resolutions

  • 3.1 The resolutions adopted were disclosed via SETlink and Company’s website in both Thai and English on the Stock Exchange of Thailand’s website. In 2024, the Company submitted the resolution of the AGM held on April 25, 2024, by classifying the votes into approval, disapproval, and abstention.
  • 3.2 The Company prepared the minutes of the meeting, including key information such as the list of directors who attended or were absent from the meeting, summaries of questions raised, answers or clarifications provided, and resolutions, along with the number of approval, disapproval, and abstention votes.
  • 3.3 The minutes of the AGM 2024, in both Thai and English, were submitted to the Stock Exchange of Thailand’s website on May 8, 2024, which was within 14 days from the date of the meeting.

As stipulated in the Company’s corporate governance policy, all shareholders, i.e., major, minor, institutional, and foreign shareholders, are entitled to have common shareholder rights and to be treated on an equitable and fair basis. The details are as follows:

1. Providing of information before AGM meeting

  • 1.1 On March 22, 2024, 34 days prior to the meeting date, the Company posted the notice with related information in both Thai and English on the Company website, which was identical with the hard copies.
  • 1.2 Before the meeting begins, the Company informs the meeting of the proportion of shareholders and the proxy holders, the vote counting procedure, and the voting process

2. Protection of minor shareholders

  • 2.1 The Company allows shareholders to propose meeting agenda items and director nominations for consideration in advance of the shareholders’ meeting. For the 2024 AGM, the Company disclosed the complete criteria for proposals on November 27, 2023, through the Stock Exchange of Thailand’s website and the Company’s website. Shareholders were invited to submit agenda proposals and director nominations from December 1-31, 2023; however, no agenda items or director nominations were submitted.
  • 2.2 The Company conducts the meeting in accordance with the regulations, without adding, switching, or revising any agenda items, or modifying previously issued information during the meeting. For the agenda item concerning the election of directors, the Company allows shareholders to cast their votes for individual directors using separate ballots and collects all ballots from all shareholders for each case (approval, disapproval, and abstention).
    In 2024, the Company was not subject to any fines, charges, or civil actions by regulatory authorities, such as the Securities and Exchange Commission (SEC) or the Stock Exchange of Thailand (SET), in relation to issues concerning the equitable treatment of shareholders, including share repurchases, the obstruction of communication among shareholders, and the failure to disclose shareholders’ agreements that could have a material impact on the Company or other shareholders.

3. Conflicts of interest by directors

  • 3.1 In accordance with the Securities and Exchange Act, B.E. 2535, the Company requires its directors and executives to report any conflicts of interest involving themselves or their related parties to the Chairman of the Board within 7 days following the end of the fiscal year, as well as within 7 days of any changes to previously reported matters. The Corporate Secretary is responsible for collecting these reports. However, no conflicts of interest have been reported by the directors.
    There have been no new executives appointed in 2024. In the event that a new executive is appointed, the conflict-of-interest report must be submitted within 30 days of the executive assuming the position. The report will be forwarded to the Corporate Secretary for record-keeping. At present, none of the directors or executives has any interests in the Company.
  • 3.2 The Company ensures that all transactions are conducted with transparency and fairness, in the best interest of the Company and its shareholders. These transactions must be approved by the Audit Committee, the Board of Directors, and/or the shareholders, in accordance with the SEC and SET notifications related to the acquisition or disposal of assets. Executives or shareholders with any conflicts of interest are excluded from involvement in such transactions.
    In 2024, there were 8 transactions involving the acquisition and disposal of company assets. The size of these transactions did not meet the criteria that would require shareholder approval. All transactions were reported to the Stock Exchange of Thailand in full detail, and the Company did not receive any complaints regarding violations or the interests of the directors.

The Company emphasizes the rights of a broad range of stakeholders, both internal and external, including employees, creditors, trade partners, governmental agencies, customers, and shareholders. The Company’s corporate governance policy includes the role of stakeholders, and the treatment of stakeholders is summarized as below:

Employees

The Company recognizes that human resources are an essential key to driving the Company to success. Therefore, the Company aims to recruit and develop all employees equally. The Company also treats employees fairly and adopts a nondiscriminatory basis regarding gender, age, nationality, or religion. The employees’ interests are addressed through market-based as well as compensation practices (short- and long-term), and welfare and benefits are considered important issues according to their performances. That is, in the short term, employees’ performances, the capability to make a profit each year, and KPIs would be tools in compensation management.

In addition, the Company provides various benefits to the employee who has passed the probationary period, as follows:

  • Annual check-up
  • Group insurance, including life insurance, health insurance, and disability insurance
  • Provident fund
  • Marriage allowance (all gender including LGBTQ)
  • Optical and dental fees
  • Funeral expenses
  • Newborn allowance
  • Scholarship for employees and their children

Besides, the Company works hard on building culture, good relationship, and good working atmosphere by arranging various activities. Employees are encouraged to suggest ideas for organizational development. Therefore, the Company conducts an annual survey and analyzes the results for further improvement. In 2024, Employee engagement survey rate was 74%.

Moreover, the Company regularly organizes health promotion activities for employees, such as the “AP Fitgether Club,” which encourages employees to choose activities based on the four club lifestyles: AP Badminton Club, AP Dancing Club, AP Yoga Club, and AP Football Club. Additionally, the Company hosts events like the AP Super League 2024 to help maintain employee relationships, along with an annual health check-up.

Anti-corruption

he Company upholds the principles of honesty and transparency in business conduct, recognizing that corruption can negatively affect the Company’s reputation, competitiveness, and the trust of all stakeholders.

The Company has issued strict guidelines for its Anti-Corruption Policy, applicable to the Board of Directors, committees, executives, and all employees, as outlined below:

  1. Anti-corruption policy
  2. Anti-corruption measures
  3. Code of conduct
  4. Corporate governance policy
  5. No gift policy
  6. Whistleblowing policy

In line with anti-corruption policies and measures, the Company provides knowledge to employees through various internal communication channels, such as employee email, pop-up animations on every computer screen, and activities. These efforts are aimed at supporting learning, enhancing understanding, and informing employees about the Company’s anti-corruption code of conduct. Additionally, anti-corruption policies and measures are included in the training curriculum for new employees.

Resource and environments

The Company recognizes the importance of Safety, Hygiene, and Environment in working operations (SHE), therefore, the policy of Safety, Hygiene, and Environment in working operations is set to provide knowledge and to encourage practicing. Animation information is disseminated via inside communication channels such as e-mail and the Company’s website which are easily accessible. Moreover, training courses for employees, focusing on environment are put in the management curriculum of Construction Curriculum as one of AP Property School curricula.

From the previous year of 2024, the accidental rate, leave of absence rate, and sickness rate were recorded as shown below:

1. Accidental rate during work

Type Number of cases
Total Accidental rate during work 15
- Injuries 15
- Deaths 0

2. Leave rate

Type Total employees (person) Total leaves (day) Average (day/person)
Sick leave 2,841 19,571 6.89
Personal leave 940 900.5 0.96
Annual leave 3,227 27,305 8.46

3. Work related sick leaves

Total employees (person) Total leaves (day) Average (day/person)
10 43 4.3

For environmental conservation, the Company encourages employees to perform work without causing any impact on the environment. Employees shall not cause any emissions by discharging garbage or wastewater from construction sites to the community. Also, garbage and dangerous goods from construction are not allowed to be eliminated and create air pollution by burning. Fences are built around construction areas in order to cover dust and debris and not spread out to areas nearby. The Company expects employees to consume resources efficiently, for instance, by using reused papers and by saving energy and water by displaying campaigns on boards inside the office building. The Company follows the law of the environment by applying EIA before starting any project.

Human rights

The Company issues a human rights policy to encourage the board of directors, committees, executives, and employees, including employees of subsidiary companies, to follow it strictly. According to the Universal Declaration of Human Rights and Human Rights in Organizations, the Company conducts recruitment with employment ethics, no discrimination based on race, religion, color, or gender, and no child labor or illegal labor. The Company also prioritizes the employment of persons with disabilities in accordance with the Enhancement and Protection of the Quality of Life of Persons with Disabilities Act, B.E. 2550 (2007), as amended by Act (No. 2), B.E. 2556 (2013), Sections 33 and 34. This is achieved through regular daily massage therapy activities conducted by visually impaired individuals.

Consumers

The Company adheres to and strictly complies with the policy of liability for consumers. House and condominium care, together with other services, are provided with high standards and quality development. The Company organizes the assessment of the construction impact on consumers regularly, as well as the After-Sale Service team. Also, many accessible channels are provided for consumers to easily communicate with the Company through the website https://www.apthai.com/en/contact, call center 1623, and special call service for AP’s customers (0-2018-9999).

Community (including creditors, business partners, and competitors)

The Company behaves ethically and transparently with creditors, business partners, and competitors based on good faith and business ethics. The Company also operates strictly to comply with stakeholder policy as shown on the Company’s website https://investor.apthai.com/en/good-governance/stakeholder-engagement-policy

Creditors

The Company sets a policy for creditors to encourage the board of directors, committees, executives, and employees, including employees of subsidiary companies, to follow strictly. It is taken into action by following the commitment and agreement equitably between all creditors based on the fairness of mutual benefits in order to create trust and a sustainable relationship with creditors. The code of practices is conducted by setting guidelines for guaranteed conditions, fund management, and default payment to bring fairness to creditors, both trade payable and financial institutions. The settlement shall be conducted punctually according to the agreement to avoid default payments, and any contracts or agreements shall be followed seriously. In the event of a situation that has a significant impact on financial stability and payment capability, the fund shall be managed by informing the creditors to consider a solution to prevent damages or losses.

Business partners

The Company sets its business partner’s policy to encourage the board of directors, executives, and employees, including employees of subsidiary companies, to follow strictly by focusing on maximizing the Company’s benefits, conducting business with transparency, and improving collaboration with business partners to generate customers’ highest benefit. Besides, the Company issues a procurement policy, which identifies the criteria for procurement for the Company’s projects, both low-rise and high-rise, as well as a buyer code of conduct for purchasing officers to be the framework and code of practices to operate their duties with honesty, integrity, and transparency by seriously considering the Company’s benefit and equitable treatment for business partners.

However, in selecting business partners, the Company sets the regulations in written notice, as illustrated clearly and concretely in the section on procurement and the code of practices. The approaches are as follows:

  1. In the comparative and bargaining approach, at least three vendors or contractors are taken into consideration, and the one with the best offering will be selected.
  2. In the bid auction approach, at least two partners or contractors are allowed to bid by proposing the offering and bargaining on the date and time quoted by the Company.
  3. Specific approach: special procurement, which requires specific criteria such as urgent cases related to the Company’s benefit, materials or works restricted to identifying the producers or expert contractors, etc.

The Company offers the opportunity for business equality without bringing disadvantages to small enterprises of business partners. Also, the Company launches a campaign to create core value and anti-bribery by providing knowledge to all levels of employees via internal communication channels.

Competitors

The Company sets competitor’s policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly by conducting the business according to regulations of business competition with honesty and fairness, based on alliance principle to support each other under the framework, that avoids causing harm to business operations or relationships. Throughout its operations, including in 2024, the Company has never been involved in any disputes related to competitors.

Furthermore, the Company recognizes the importance of being a part of society that is responsible for helping and supporting the society in providing beneficial public activities for communities. Therefore, the Company sets social policy to encourage the Board of Directors, committees, executives, and employees including employees of subsidiary company to follow strictly. The purpose is to participate in developing the quality of Thai society by continuously supporting and providing activities that are beneficial for communities and public society.

Apart from the implementation of policies related to the stakeholders above, the Company emphasizes anti-corruption by enhancing and supporting every level of employees to build good sense against all types of dishonesty and corruption. To ensure such intention, the Company declared to be part of the Private Sector Collective Action Coalition Against Corruption (CAC) on February 26, 2015. Later, AP was officially certified as Member of Private Sector Collective Action Coalition Against Corruption (CAC) by the CAC council on March 9,2017. On March 18, 2020, the Company was certified for the renewal of its membership for the second time. The third renewal is set to be completed by March 31, 2026. This demonstrates that the Company has implemented the key steps and principles of the anti-corruption policy throughout the organization.

Contact channel for stakeholders

AP Thailand has prepared contact channels for stakeholders to make contact, receive news, information or report both internal and external information via website, telephone and email as detailed below:

Contact Channels

Questions, comments, and suggestions received will be forwarded to relevant departments for proceeding, resolving, and improving via the complaint channel. The progress on such matter will be monitored and followed up by the Contact Center officer. Our executives also monitor the information technology on a monthly basis to keep up with the trend of changes and to apply guidance in the improvement of products and services to meet the needs of all stakeholders.

The complaint channel allows the public to make a complaint when witnessing inappropriate behavior by our directors, executives, and employees or any action which is against the morality and business ethics. The Company investigates the complaints and adheres to principles of equality, transparency, and fairness to all parts whistleblowers’ information will be kept confidential, and he or she is protected under our whistleblowing policy. Moreover, the Internal Audit Department acts as a complaint center to receive any complaints and reporting of corruption, to follow up with the matter received, to protect and ensure justice for whistleblowers or informants related to corruption. The status of the complaint and whistleblowing is reported to the Management and related committee, as well as related parties.

Whistleblowing

1. Disclosure of information

  • 1.1 In 2024, the Company disclosed the significant information in accordance with the regulations of listed companies such as Form 56-1 One Report in both Thai and English through the Stock Exchange of Thailand’s website and the Company’s website.
  • 1.2 In Form 56-1 One Report 2024, the Company disclosed the following significant information for shareholders: the director’s responsibilities concerning the Company’s financial report alongside the auditor’s report, a management discussion and analysis (MD&A), audit fee and non-audit fee, names and responsibilities of subcommittee, the number of meetings held, the attendance record of each director, and the remuneration policies for directors and executives.
  • 1.3 The Company designated the Investor Relations to be responsible for communication and disclosure of information on the operating performance of the Company to the investors, shareholders, analysts, and related agencies. The contact person is

Investor Relations

In 2024, the activities undertaken by investor relations are summarized as below:

Activities times
Analyst Meeting 4
Investor conferences 22
Roadshow
- Domestic 6
- Global -
Total 32

2. Minimum information disclosed on the Company’s website

The Company discloses information on its website, including the Form 56-1 One Report, the Sustainability Report, notices and minutes of shareholders’ meetings, the Articles of Association, the Memorandum of Association, the Corporate Governance (CG) Policy, and the Code of Conduct for employees, directors, and executives, as well as other relevant information. All disclosed information is provided in Thai and English and is kept up to date.

3. Disclosure of key performance indicators

The Company discloses company Key Performance Indicators (KPI), both financial KPI (e.g. revenue and profit) and non-financial KPI (e.g. customer satisfaction), intending to continuously build and increase customer satisfaction of the residence by emphasizing on research and product development. The Company organizes marketing research sector and product development sector in order to profoundly analyze customers’ need, especially in the aspect of space utilization that meets customers’ lifestyle. The Company always uses the feedback from the research to help develop new projects.

Besides, the Company also organizes the sector of marketing strategy which operates the survey, research, and analysis about customers’ need in each area together with the potential of providing the public utility of every project location. Therefore, the Company holds sufficient database for the analysis to study market demand on residence in each area along with roles, residence types, locations, and price levels in order to develop the Company project to be the most outstanding project among the competitors nearby, also, to affirm customers’ pride on selecting Company’s product.

1. Board structure

The board of directors’ qualification is in line with clause 68 of the Public Limited Company Act B.E. 2535 and the related notification of the Securities and Exchange Commission (SEC).The board appointed Mr. Pramart Kwanchuen as a secretary of the Board of Directors, in order to handle the meeting in accordance with the relevant rules and regulations.

The Company considered an appropriate Board Structure and balanced their responsibilities. As of December 31, 2024, the board comprised of 13 directors.

  • 1.1 The Board comprises of directors with the diversity of age, gender, skill, experience, and specific ability, that are beneficial to perform their duties. There are 6 executive directors from total of 13 directors as follows: Mr. Anuphong Assavabhokhin, Mr. Pichet Vipavasuphakorn, Mr. Siripong Sombutsiri, Mr. Wason Naruenatpaisan, Ms. Kittiya Pongpujaneegul, and Mr. Visanu Suchatlumpong. The chairman of the board is Assoc. Prof. Dr. Naris Chaiyasoot, who is non-executive with property experience. The profiles of each director are shown in the Attachment No. 1 Details of the directors, executives, controlling persons, the person assigned the highest responsibility in accounting and finance, the person assigned direct responsibility for accounting supervision, and the corporate secretary.
  • 1.2 There are 7 independent directors as follows: Assoc. Prof. Dr. Naris Chaiyasoot, Mr. Pornwut Sarasin, Mr. Yokporn Tantisawetrat, Mr. Phanporn Dabbaransi, Mr. Nontachit Tulayanonda, Mr. Kosol Suriyaporn, and Mr. Somyod Suteerapornchai, that are more than one-third of the total directors. All of them have qualifications as specified by SET and SEC. There are 4 members of the audit committee as follows: Mr. Phanporn Dabbaransi, Mr. Nontachit Tulayanonda, Mr. Kosol Suriyaporn, and Mr. Somyod Suteerapornchai. The independent directors are responsible for reviewing the Company’s operations and providing a balance of power within the Board of Directors. They are also tasked with independently raising objections to any issues discussed during meetings and facilitating an efficient decision-making process.
  • 1.3 Each director has a term of position for 3 years, when any directors complete their terms, the board will be proposed to the shareholder’s meeting for approval, details are shown in the corporate governance policy.
  • 1.4 The Board of Directors establishes policy and practices about the directorship in other companies that the chief executive officer, managing director, and executive directors shall hold a directorship in no more than 5 companies, in conformity with the good corporate governance.

2. Subcommittees

  • 2.1 The following five subcommittees were established by the Board of Directors:
    1. Audit Committee
    2. Nomination and Remuneration Committee
    3. Corporate Governance and Sustainable Development Committee
    4. Risk Management Committee
    5. Executive Committee
    The scope of responsibilities of each committee is detailed in the section on Subcommittees.
  • 2.2 The Chairman of the Board is an independent director and does not hold any chairmanship position in any subcommittee to ensure independence.
  • 2.3 The subcommittee meetings are held regularly. Records of attendance, lists of attendees, and positions held in each committee are presented in the Report of the Audit Committee and Other Subcommittees’ Performance section.

3. Roles and responsibilities of the board

  • 3.1 The Board’s duties and responsibilities shall be in accordance with those specified by law, Memorandum of Association, Article of Association, and resolution of the shareholders, -as well as the corporate governance policy.
  • 3.2 The Board established a written corporate governance policy, which was the latest revised on June 7, 2016.
  • 3.3 The Board established a written code of conduct for all directors, executives, and employees in order to provide an understanding of ethical standards for business operation. The details are available on the Company’s website https:// investor.apthai.com/en/good-governance/code-of conduct The latest revision of Code of conduct was announced on January 3, 2018.
  • 3.4 The Board considers any conflict of interests thoroughly with no stakeholder involved in the decision-making process and provides clear guidelines for the benefits of the Company and shareholders. The Board also monitors compliance with regulations regarding criteria, procedure, and disclosure of transactions with conflict of interests.
  • 3.5 The Board establishes internal control including financial reporting, compliance with rules and policies. The Board assigns the internal auditor to be responsible for auditing such internal control. In 2024, the audit committee conducted-the assessment of adequacy of internal control systems in the audit committee meeting no.4/2024 held on November 12, 2024.
  • 3.6 The Board also sets clear procedures on whistleblowing for related parties or stakeholders, ensures that the Company provides protective measures on keeping the whistleblowers’ names confidential, and operates the investigation according to the Company’s regulations.
  • 3.7 The Board organizes risk management procedures properly and efficiently. Risk management policy and-risk management committee are set.

4. Board meetings

  • 4.1 In 2024, meetings of the Board of Directors are scheduled for the entire year. Every director is informed of this schedule at the end of the preceding year to allow them to manage their schedules and ensure attendance. Each director is required to attend at least 75% of the total Board meetings held during the year, unless there is a reasonable cause or necessity.
  • 4.2 The number of Board meetings is appropriate to the duties and responsibilities of the Board, as well as the nature of the Company’s business operations. Meetings are held at least once a month, except in April and December. In 2024, the Company held 11 Board meetings, all of which were conducted as physical meetings.
  • 4.3 The Corporate Secretary is responsible for arranging meetings and sending notices of meetings, meeting agendas, and any supplementary documents to directors at least five working days prior to the meeting date to ensure that directors have adequate time to consider the meeting details. Furthermore, the meeting agenda and related information must clearly specify whether each agenda item is for acknowledgment, approval, consideration, or regular performance follow-up.
  • 4.4 The minutes of the Board of Directors’ meetings contain all necessary and relevant information, including the date, time, names of directors present and absent, significant information, comments, and resolutions. The Company maintains an effective storage system for data retrieval. The Corporate Secretary also informs the Securities and Exchange Commission (SEC) of the storage location.
  • 4.5 In 2024, the non-executive directors held an internal meeting of the Board on April 25, 2024, to discuss various matters without the presence of Management. After the meeting, the discussion topics were shared with relevant parties for acknowledgment.

5. Succession plan

The Company has a succession plan that the chief executive officer and managing director are authorized to nominate a qualified and experienced person to be the executive of the Company.

Good corporate governance guidelines in other aspects

According to the CGR survey 2024 by Thai Institute of Directors (IOD), the CG score of the Company was excellent. Nevertheless, some issues may not cover the criteria of the Corporate Governance Report of Thai Listed Companies and ASEAN CG Scorecard, as stated below:

Issues Explanations
Director election through cumulative voting The Company regulations call for director election to be decided by a majority of votes. Each shareholder carries votes equal to his or her number of shares. The Company has consistently devised other ways to preserve the rights of minor shareholders including its encouragement for them to exercise their right to nominate additional agenda items or nominate directors in advance.
The corporate governance committee should consist of more than 50% independent directors. The corporate governance and sustainable development committee consists of 2 independent directors equal to 33 percent of the total number of the committee and the chairman of the committee is an independent director.

Nonetheless, in 2024, there were no acts committed in violation of the regulation of the regulating entity, for instance, the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand.