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.
Ensuring ethical, transparent, and responsible business operations toward all stakeholders is a crucial foundation for instilling confidence among the stakeholders. This impacts the Company's credibility and ability to achieve long-term sustainable growth.
The Board of Directors plays a critical role in corporate governance by setting the Company’s strategic direction, overseeing accountability, and protecting the interests of shareholders and stakeholders. The Board is responsible for setting the long-term vision, overseeing financial performance and enterprise risk management, while upholding business ethics and ensuring regulatory compliance. It also drives the Company’s sustainability efforts by promoting a balance between business growth and social and environmental responsibility. An effective Board strengthens the Company’s resilience and builds trust among all stakeholder groups, contributing to long-term value creation.
All directors are appointed through a nomination process that considers legal qualifications and criteria set forth by the Securities and Exchange Commission (SEC). The Nomination and Remuneration Committee has established clear guidelines and procedures to ensure an effective board selection process. This aims to secure a board comprising individuals with the qualifications, knowledge, competencies, and diverse experiences aligned with the Board Skill Matrix, without discrimination or restriction based on gender, age, race, or religion. Directors must also possess integrity, honesty, and strong ethical values to effectively carry out their governance duties, thereby fostering balanced and sustainable value creation for the Company and all stakeholders.
As of 31 December 2024, the Company’s Board of Directors comprised a total of nine members, consisting of two executive directors, and seven non-executive directors, which accounted for 77.78% of the total number of board members. Six independent directors accounted for 66.67% of the total number of board members. The Board was composed of six male directors and three female directors, with women representing 33.33% of the total Board composition.
As the Chair of the Board is not an independent director and concurrently serves as the Acting Chief Executive Officer, the Company has implemented a system of checks and balances between the Board and Management. This includes increasing the proportion of independent directors to ensure that they constitute more than half of the Board, thereby enhancing independent perspectives. In addition, an independent director has been assigned to co-determine the Board meeting agendas.
Detailed information on the directors is disclosed in the Annual Report (56-1 One Report) under the section “Corporate Governance Structure”.
The Board of Directors held meetings to monitor performance and improve the efficiency of corporate governance mechanisms. In 2024, the Company revised and amended 34 policies related to the Corporate Governance, as well as Social and Environmental Policy. This aims to comply with the Principles of Good Corporate Governance of the Office of Securities and Exchange Commission, aligning with international standards and criteria. The Board of Directors has reviewed these policies and provided recommendations for improvement. The final revisions are scheduled for proposal and approval at the Company's second board meeting in February 2024. (For more details, please refer to 56-1 One Report 2024 under the heading "Report of Corporate Governance")
Thriving for good corporate governance efficiency, the Board of Directors conducts an annual performance assessment using the Self-Assessment Form of the Stock Exchange of Thailand. The assessment consists of the performance evaluation of the Board of Directors as a group, subcommittees, and individual directors. The findings and recommendations from the evaluation will be utilized to improve operations, aiming to maximize benefits for the Company and its stakeholders.
The Company encourages and supports the development of the directors’ capability by facilitating their participation in national and regional training programs and activities. This enables them to leverage their acquired knowledge and experience for the benefit of the Company. The following directors participated in these training programs in 2024:
1) Ms. Dendao Komolmas attended the Director Certification Program (DCP) Class 370/2024 organized by the Thai Institute of Directors Association (IOD).
Board of Directors’ meeting to follow up the sustainable development performance in 2022
The Board of Directors convened three meetings to monitor the Company’s sustainable development efforts. During these sessions, the Chairperson of the AMATA Sustainable Development Committee reported on the progress of various initiatives, enabling the Board to provide guidance on addressing sustainability issues. The Board also reviewed and endorsed the Company’s Sustainability Corporate Goals and Key Performance Indicators (KPIs), which are used to assess the performance of corporate leaders and senior executives, in addition to financial metrics.
Furthermore, the sub-committees convened a total of six meetings to evaluate sustainability performance: two meetings of the Corporate Governance and Sustainable Development Committee and four meetings of the Risk Management Committee. The Chairman of AMATA Sustainable Development Committee reported the results of the materiality determination to the Corporate Governance and Sustainable Development Committee for acknowledgment and advice, as well as considering management approaches to 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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