Key Stakeholders: Shareholders, Farmers, Employees, Suppliers, Customers and Consumers, Communities, Government and Civil Society Sectors
Mitr Phol conducts business in accordance with good corporate governance principles, business ethics, and a systematic approach to risk management, ensuring efficient, transparent, and accountable operations. This approach supports long-term sustainable growth and builds confidence among all stakeholder groups. The Company has established corporate governance policies and guidelines that define the roles and responsibilities of directors, executives, and employees at all levels. Moreover, the Mitr Phol Code of Conduct serves as a guiding framework for all personnel in collectively driving the organization forward.
The Board of Directors has established a solid organizational structure with clearly defined roles and responsibilities. It has also established a Corporate Governance Policy*, which is regularly reviewed and updated to ensure that it remains current. The policy serves as a framework for a consistent corporate governance approach, ensuring compliance with applicable laws and both national and international standards. It also clearly defines the roles and responsibilities of directors, executives, and employees, fostering stakeholder confidence and supporting sustainable growth. In addition, the policy and related guidelines are communicated to all relevant stakeholders through a variety of internal and external communication channels.
Mitr Phol Group’s Board of Directors is responsible for setting the Company’s vision, goals, strategies, policies, guidelines, and internal control system, as well as overseeing and monitoring the operations of the management team. The Board of Directors convenes at least 6 meetings a year
to review business performance, consider and approve significant matters within its delegated authority,
and provide guidance. Additionally, the annual shareholder meeting is held to disclose operating results
and action plans to shareholders. The Company also conducts regular performance evaluations of the Board in accordance with the good corporate governance practices of the Stock Exchange of Thailand (SET). These evaluations form part of the Company’s corporate governance framework
and assess the efficiency and effectiveness of the Board’s performance.
Mitr Phol Group recognizes the importance of the structure and role of the Board of Directors in supporting good corporate governance and sustainable business growth. The number of directors serving on the Board is determined by shareholders at the Annual General Meeting of Shareholders. Currently, the Board comprises 13 directors, comprising of 4 independent directors, 6 executive directors, and 3 non-executive directors*. Directors are nominated from among qualified individuals with relevant skills, knowledge, competencies, and experience across diverse professional backgrounds that are relevant and beneficial to the Company’s business operations.
Independent directors are selected according to the Company’s definition of and established criteria for independent directors. This includes considering significant business relationships that might affect their ability to perform their duties or provide opinions independently. Each year, one-third of the board members must retire by rotation, with the appointment of the directors reviewed annually (as prescribed by the Company’s regulations). Directors can hold positions in no more than 4 companies and must attend at least 90% of meetings. For each board meeting, the Company Secretary sends invitations, including the agenda in advance. Meetings are thoroughly documented in writing, and the minutes, once approved by the board, are kept on record and made available for review by board members and involved parties. In 2025, the board members attended 96% of all meetings.
The Company encourages the board members to attend training to enhance their knowledge and various skills to further apply in developing sustainable organizational development. The board members participated in training programs organized by internal and external organizations including the Thai Institute of Directors (Thai IOD), a leading organization dedicated to leverage director professionalism and promoting good corporate governance in Thailand, as Thai Institute of Directors (Thai IOD), a leading organization dedicated to enhancing the professionalism of directors and promoting good corporate governance in Thailand. Examples of training programs include:
The Mitr Phol Code of Conduct is a fundamental component of the Company’s business operations, setting out the standards of conduct to which all Mitr Phol personnel, including directors, advisors, executives, and employees, must adhere. Compliance with these standards demonstrates ethical organizational conduct and builds trust and confidence among customers, business partners, stakeholders, and society at large. It also enables the Company to conduct its business in a sustainable and responsible manner.
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Target
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Performance
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Percentage of Mitr Phol personnel trained on the Code of Conduct
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100%
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93.08%*
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Remark: Changes in employee headcount during the reporting year resulted in the training participation rate did not reach the target.
Mitr Phol recognizes the importance of fair and ethical business conduct and has established policies and related guidelines, including Anti-Fraud and Anti-Corruption Policy and Guidelines on Giving and Receiving Gifts and Hospitality*. These policies and guidelines are regular review to align with global and organization contexts. The governance unit is responsible for communicating and driving the organization-wide implementation of the Corporate Governance Policy and the Mitr Phol Code of Conduct, as approved by the Board of Directors. The Unit also regularly reviews and updates related policies and guidelines to ensure that they remain current. Furthermore, the Company continuously enhances its transparent whistleblowing and complaint-handling processes and mechanisms to ensure that they remain up to date and appropriate to the organizational context. These mechanisms enable all stakeholders to report concerns or submit complaints. Mitr Phol also participates in national ethics initiatives to benchmark and enhance the Group’s practices.
The Mitr Phol Sugar Corp., Ltd. has been a certified member of the Thai Private Sector Collective Action Against Corruption (CAC) continuously since 2018. In addition, the Company encourages its suppliers to adopt good corporate governance practices by inviting them to participate in the CAC SME Certification Program. To expand the network and cultivate an anti-corruption culture throughout the supply chain, Mitr Phol provides advisory support and covers the certification fees for participating suppliers. In 2025, a total of 10 suppliers companies submitted declarations of intent to join the program. In recognition of its efforts to expand the network of transparent and ethical business practices throughout the supply chain.
Ongoing communication and awareness-building are essential to raising awareness of compliance with the Mitr Phol Code of Conduct. Mitr Phol regularly communicates policies, guidelines, and Mitr Phol Code of Conduct to directors, executives, and employees through various channels, including training programs, internal communication materials, videos, emails, and the Company’s website. The Company also develops internal communication materials on anti-fraud and anti-corruption topics in connection with key activities and festive occasions, such as the “Beware This Halloween: Mitr Phol Code of Conduct Detective Mission” campaign and communications on the Guidelines on Giving and Receiving Gifts and Hospitality during the New Year period. Importantly, all Mitr Phol personnel are required to sign an annual acknowledgment of and comply with Mitr Phol Code of Conduct. In 2025, 100% of personnel received communication and acknowledged the Mitr Phol Code of Conduct. In addition, the Company continues to provide training on “Mitr Phol Code of Conduct and Corporate Discipline” with cumulative participation representing 93.08% of all Mitr Phol personnel. Training on the Mitr Phol Code of Conduct is also incorporated into the new employee orientation program.
Remark: *Other breaches of the Mitr Phol Code of Conduct include non-compliance with the Company’s rules and regulations.
Mitr Phol has addressed all complaints received by conducting thorough investigations and taking appropriate actions in line with the Company’s regulations. Preventive measures were also implemented to avoid recurrence. The investigations confirmed thatthe complaints reviewed in 2025 were not related to bribery, corruption, or unfair trade practices. Therefore, there was no amount of fines and no conviction related to corruption and bribery.
Corporate Governance Policy
