Fundamentals of Sustainable Development

Good Corporate Governance

Risk

Ineffective corporate governance can have a significant impact on many key stakeholders, resulting in negative social and environmental consequences. This will have a negative impact on the Company’s reputation and ability to generate future value, as well as the trust of the affected stakeholders.

Opportunity

Ensuring ethical, transparent, and responsible business operations toward all stakeholders is a crucial foundation for instilling confidence in those who are affected. This impacts the Company's credibility and ability to achieve long-term sustainable growth.

Board of Directors

In 2022 the Company’s Board of Directors had seven members, consist of two executive directors, and five non-executive directors, which accounting for 71.43 % of the total Board members. Four independent directors accounted for 57.14% of total Board members. All directors were chosen based on legal qualifications and criteria specified by the Office of the Securities and Exchange Commission (SEC). The Nomination & Remuneration Committee determined the selection criteria and process for achieving a Board of Directors with diverse qualifications, expertise, capabilities, and experiences according to the Skill Matrix. This contributes to the Company’s effective governance and the maximizing of benefits to all stakeholders.

Board Skills Matrix

Mr. Vikrom Kromadit

Industrial estate business aspect
Marketing / business development aspect
Strategy aspect

Mr. Chackchai Panichapat

Technological aspect
Corporate governance aspect
Strategy aspect

Mr. Viboon Kromadit

Industrial estate business aspect
Marketing / business development aspect
Risk management aspect
Strategy aspect

Mr. Anucha Sihanatkathakul

Corporate governance aspect
Marketing / business development aspect
Risk management aspect
Financial / accounting aspect

Mr. Noppun Muangkote

Corporate governance aspect
Legal aspect

Assoc. Prof. Dr. Somchet Thinaphong

Industrial estate business aspect
Technological aspect

Mr. Tevin Vongvanich

Technological aspect
Risk management aspect
Strategy aspect

Background and information of the Board of Directors, please see 56-1 One Report 2022, Corporate Governance Structure section.

Performance of the Board of Directors

The Board of Directors held meetings to follow up on performance and improve the efficiency of corporate governance mechanisms. In 2022, the Board of Directors approved the revision of the “Corporate Governance Policy and Guidelines” to include the guidelines for risk governance that are in line with the newly appointed Risk Management Committee Charter. (For more details, please refer to 56-1 One Report under the heading "Report of Corporate Governance")

Thriving for good corporate governance efficiency, the Board of Directors conducts an annual performance assessment every year by using the self-assessment form of the Stock Exchange of Thailand. The assessment consists of the evaluation of the Board of Directors' performance as a group, by sub-committee and individual directors. The results and suggestions obtained from the evaluation will be used for improving the operation in corporate governance in order to maximize benefits of the Company and its stakeholders.

Building Capability of the Board of Directors

The Company supports the directors’ capability development and encourages the directors to participate in various training and activities both nationally and regionally in order to apply the acquired knowledge and experience for the benefit of the Company. In 2022, Mr.Viboon Kromadit, Director, attended a training session on "Corporate Governance & Anti-Corruption" conducted by a qualified speaker from the Thai Institute of Directors (IOD).

Board of Directors’ meeting to follow up the sustainable development performance in 2022

There was one Board of Directors Meeting held to follow up on the Company’s sustainable development activities. The Chairman of AMATA’s Sustainable Development Committee reported the progress of various activities to the Board of Directors in order to acknowledge and seek advice on sustainability topics management, as well as to determine the sustainability corporate goals and corporate KPIs which are used as key performance indicators of the Company’s leaders and top executives in addition to financial KPIs.

Furthermore, the sub-committees had six meetings to consider sustainability performance; two meetings of the Corporate Governance Committee and four meetings of the Risk Management Committee. The Chairman of AMATA’s Sustainable Development Committee reported the results of the materiality determination to the Corporate Governance Committee for acknowledgment and advice, as well as consider management approaches of each strategic priority. The material topics related to economic, social, and environmental risks were reported to the Risk Management Committee in order to determine and identify the enterprise risks properly.

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Good Corporate Governance