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 21st February 2023.

In 2023, the company held its Annual General Meeting of Shareholders (AGM) on 27th April 2023, 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 ( https://investor.apthai.com/en/downloads/shareholders-meetings ) on 22nd March 2023, 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 2023 (QR code format) was sent via post by Thailand Security Depository Co., Ltd. (TSD) to shareholders on 7th April 2023, which was more than 14 days in advance of the meeting date. The shareholders were entitled to receive the printed 56-1 One Report 2023 before the date of the meeting from the corporate secretary upon request. 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 10th -12th April 2023, 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 2023 was held on a working day, Thursday 27th April 2023 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 themselves or with proxies through electronic platforms via PC, laptop, and mobile phone. 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 conduction of the shareholders’ meeting

2.1 Directors and executives were to be present at the meeting to explain and answer the shareholders’ questions. All directors, executives, auditors, and the representatives of each sub-committee were introduced to shareholders before the start of the meeting.
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 2023, there were no shareholders opposed to the voting results.

3. The preparation of the AGM’s minutes and the disclosure of the AGM’s resolutions

3.1 The resolutions adopted were disclosed via SETlink in both Thai and English on the websites of the Stock Exchange of Thailand. In 2023, the Company submitted the resolution of the AGM’s meeting on 27th April 2023, by classifying the votes into approval, disapproval, and abstention.
3.2 The Company prepared the minutes of the meeting with significant information such as the name list of directors who attended or missed the meeting, abstracts of the questions, issues raised, answers or clarifications, and resolutions with the number of approval, disapproval, and abstention votes.
3.3 The minutes of the AGM 2023 in Thai and English were submitted to the Stock Exchange of Thailand on the website on 10th May 2023, which is 14 days following 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 22nd March 2023, 35 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 the meeting agenda items and names for consideration elections as directors in advance of the shareholders’ meeting. For the AGM 2023, the company disclosed the information of complete criteria proposal on 16th December 2022 through the Stock Exchange of Thailand’s website and company’s website ( https://investor.apthai.com/en/shareholder-info/document/shareholders-meeting ) Shareholders were welcomed to submit the agenda proposal and director nomination from 16th December 2022 to 16th January 2023, but no agenda items and names of directors were proposed
2.2 The Company conducts the meeting in accordance with the regulations without switching, adding, revising any agenda items, or modifying previously issued information during the meeting.
2.3 In the agenda item of the election of directors, the Company allows shareholders to cast their votes for individual directors with separate ballots and collects all ballots from all shareholders in every case (approval, disapproval, and abstention).

3. Conflicts of interest by directors

3.1 In accordance with the Securities and Exchange Act, B.E. 2535, the Company requires directors and executives to report any conflict of interest of themselves and their related parties to the chairman of the board within 7 days following the end of the year and the day of existing reported items changes. The corporate secretary is responsible for collecting such reports. However, no conflicts of interest by directors are reported.
The company welcomed one new executive in 2023, and a report of interest was prepared within 30 days of the executive taking the position. The report was submitted to the corporate secretary for keeping records. However, at present, none of the directors and executives have an interest in the Company.
3.2 The Company considers any transactions with transparency and fairness in the best interest of the Company and its shareholders. The transactions need to be approved by the audit committee, the board, and/or the shareholders in accordance with the notification of the SEC and SET related to the acquisition or disposal of assets. Executives or shareholders who have any conflicts of interest reports are not involved in such transactions.
In 2023, there were 11 transactions for the acquisition and disposal of company assets. The size of the transactions did not meet the criteria to require approval from shareholders. All transactions were reported to the Stock Exchange of Thailand in full details, and the Company did not receive any complaints related to the violations or 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
Booking of the AP’s condominiums
Home loan
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.

Moreover, health promotion activities are provided regularly for employees, such as “Furthermore, the Company regularly arranges activities that promote the health of employees. For example, “AP Fitgether Club,” the campaign launched every Tuesday-Friday weekly to encourage employees to select activities based on the four club lifestyles, such as AP BADMINTON CLUB, AP DANCING CLUB, AP YOGA CLUB, and AP FOOTBALL CLUB, matches to maintain relationships such as AP BADMINTON CHAMPIONSHIP 2023 and AP BADMINTON CHAMPIONCHIP 2023 and AP SUPER LEAGUE 2023, as well as the annual health check-up.

Anti-corruption

The company holds the principles of honesty and transparency in business conduct by realizing that corruption would affect the company’s reputations, competitiveness, and trust of all stakeholders.

The Company issues very strict guidelines of Anti-corruption policy for all Board of Directors, committees, executives, and every level of employees as stated below:

Anti-corruption policy
Anti-corruption measures
Code of conduct
Corporate governance policy
Accepting/offering gifts, rewards, and benefit policy
Whistleblowing policy

Following anti-corruption policies and measures, the Company provides knowledge to employees via various inside communication channels, such as employees’ e-mail, pop-up animations on the screen of every computer, and activities. These are to support learning and understanding and to inform the code of conduct of the Company’s anti-corruption policy. Besides, anti-corruption policies and measures are put in new employees’ training curricula.

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 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 2023, the accidental rate, leave of absence rate, and sickness rate were recorded as shown below:

1. Accidental rate during work: total 13 cases, details as follow

No.	Month	Accident/Symptom
1	January	A table collapsed on an employee’s right foot at the warehouse. The employee’s right foot is injured.
2 3	March	The employee fell on the house under construction, which had scratches and broken rips. An employee cut his leg while walking and checking work, having a deep wound on his left leg.
4 5	April	An employee bumped into a glass, having a wound on his head. An employee slipped while checking the cleaning of the shrine in front of the project.
6	July	The right thumb is cut by the steel bar while checking work.
7 8	August	A nail cut through his foot while an employee checks the construction site. The employee’s hand is cut by a stone at the pond while cleaning the pond.
9 10	September	A foreign object pierced an employee’s hand while cleaning the pond inside the project. An employee fell into the pile pit, causing an injury on his left leg.
11 12	November	The contractor’s dog released itself from the leash and bit an employee’s right thigh. An employee lifted a chair and slipped. Then his colleague fell on his leg. As a result, he could not bend his knee (knee ligament is torn).
13	December	Electric shock (death)

2. Leave rate

Type	Total employees (person)	Total leaves (day)	Average (day/person)
Sick leave	2,676	18,002.50	6.7
Personal leave	638	1,165	1.8
Annual leave	2,998	25,658	8.6

3. Work related sick leaves

Total employees (person)	Total leaves (day)	Average (day/person)
5	44	8.8

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. Moreover, the disabled are welcome in suitable positions and responsibilities.

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/stakeholderengagement-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, committees, 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:

In the comparative and bargaining approach, at least three partners or contractors are taken into consideration, and the one with the best offering will be selected.
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.
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, not to bring loss and 110 AP (Thailand) Public Company Limited disconnection. Up until now, including in 2023, the Company had no dispute among 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 26th, 2015. Later, AP was officially certified as Member of Private Sector Collective Action Coalition Against Corruption (CAC) by the CAC council on 9th March 2017. The Company has renewed this certificate for another 3 years valid on March 18th, 2020, emphasizing and representing the fact that AP has implemented the procedures and major practices of the anti-corruption to the entire organization.

On 14th July 2023, Mr. Kosol Suriyaporn, Chairman of the Corporate Governance and Sustainable Development Committee, represented the board to receive the third consecutive certificate from the Thai Private Sector Collective Action against Corruption or CAC in the “CAC Certification Ceremony 2023: Success Story for Sustainability, Sharing the Success toward the Crossroad to Sustainability”.

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

Tel : 1623
Website : https://investor.apthai.com/en
Email :
- Investor relations : investor@apthai.com
- Customer relations : crinfo@apthai.com
- Whistleblowing : kosol.boardap@gmail.com or
  whistleblowing@apthai.com
Online media :
- Facebook : https://www.facebook.com/APthai
- Instagram : @ap_thai
Postal mail : AP (Thailand) PCL, No. 170/57 Ocean Tower 1, 17^th Floor, Ratchadaphisek Tat Mai Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok 10110

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 Unit 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 directors, as well as related parties via the complaint channel.

1. Disclosure of information

1.1 In 2023, 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 the Annual Report 2023, 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

AP (Thailand) Public Company Limited
170/57 Ocean Tower 1 Building, 18^th Floor, Ratchadaphisek Tat Mai Road, Khlong Toei Sub-district, Khlong Toei District, Bangkok 10110
Tel : 02-261-2518-22
Email : investor@apthai.com
Website : https://investor.apthai.com/en

In 2023, the activities undertaken by investor relations are summarized as below:

Activities	times
Analyst meeting	4
Investor conferences	16
Roadshow Domestic Global	5 -

2. Minimum information disclosed on the Company’s website

The Company disclosed its information on website such as the Form 56-1 one report, sustainability report, the notice to the shareholders’ meeting minutes of shareholders meeting, company’s regulations, Memorandum of Association, the CG policy, business ethics for employees, directors and executives, and other information. All disclosed information is 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 31st December 2023, 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 Information about directors, executives, controlling persons, the person assigned to take the highest responsibility in accounting and finance, the person assigned to take 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 to review the Company’s operation and act as a balance of power in the board of directors as well as to independently object any issue in the meeting and enable 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. Sub-committees

2.1 The following 5 sub-committees were set up by the board.
- Audit committee
- Executive committee
- Nomination and remuneration committee
- Corporate governance and sustainable development committee
- Risk management committee
The scope of responsibilities of each committee is shown in the section of Sub-committees
2.2 The chairman of the board is an independent director and does not hold any chairman position in any sub-committee in order to create independence.
2.3 The sub-committee meetings are held regularly. The record of attendance, the list of attended persons, and the positions in each committee are shown in the section of Report of Audit committee and other sub-committee’s performance.

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 and 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 7th June 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 3rd January 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 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 2023, the audit committee conducted the assessment of adequacy of internal control systems in the audit committee meeting no.4/2023 held on 7th November 2023.
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 2023, the meeting of the Board of Directors is scheduled for the entire year. Every director is informed of such schedule at the end of the year in order to allow them to manage the schedule and be able to attend the meeting. Each director must attend the meeting of the Board of Directors at least 75% of total meetings held in a year, unless there is reasonable cause and necessity.
4.2 The numbers of board meetings are appropriated with the duties and responsibilities of the board as well as the nature of business operation. In addition, the Company held 11 physical board meetings in 2023.
4.3 The corporate secretary is responsible for arranging a meeting and sending a notice of meeting, meeting agenda, including the supplementary document to the meeting to directors at least 5 working days before the meeting date to ensure that the director will have adequate time considering the meeting details. Moreover, the meeting agenda and information must precisely indicate whether the agenda is for acknowledgement, approval or consideration, as well as the agenda to follow up with performance on a regular basis.
4.4 The minutes of the Board of Directors’ meeting have all necessary and relevant information, such as date, time, names of directors with presence and absence, significant information, comments, and resolutions. The Company has good storage systems to retrieve the data. The corporate secretary also informs the SEC of the storage place.
4.5 In 2023, the non-executive directors held an internal meeting within the board on 27th April 203 in order to discuss various matters, without the attendance of the Management. After the meeting, the discussion topics were shared with relevant parties for acknowledgement.

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 2023 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 2023, 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.