Corporate Governance & Business Ethics

Key Stakeholders: Shareholders/ Customer and Consumer/ Government and Civil Society Sectors

Corporate Governance

Mitr Phol Group conducts its business with adherence to good corporate governance principles, with an efficient, transparent, and accountable management system in place. This is to build confidence among shareholders and stakeholders and achieve stable and sustainable business growth. The Group follows and adapts these principles to suit its circumstances. It has established guidelines for shareholders to ensure alignment with good governance principles, create business growth, and generate sustainable and equitable value for shareholders. Stakeholders can access and receive comprehensive and necessary information through appropriate channels. This not only minimizes negative impacts on the Company but also enhances growth and shareholder confidence while improving positive impacts on Mitr Phol Group’s reputation and image.

Mitr Phol has established a corporate governance policy along with practices that support governance operations, clearly defining the duties and responsibilities that directors, executives, and employees must acknowledge and adhere to. This ensures that its business operations align with good governance principles, maintaining an efficient, transparent, and accountable management system to build stakeholder trust and create stable and sustainable business growth.

Corporate Governance Structure

Mitr Phol Group’s Board of Directors and Executive Committee have clearly defined duties. The Board of Directors, consisting of 9 competent members, is responsible for devising the vision, goals, strategies, policies, guidelines, and the internal control system as well as overseeing and monitoring the operations of the management team to ensure continuous growth. The Board of Directors convenes at least 6 meetings a year to review business performance, consider and approve significant issues, and provide valuable advice. Additionally, the annual shareholder meeting is held to disclose operating results and action plans to shareholders.

Mitr Phol's Management Structure

Nomination of Directors

Mitr Phol Group realizes the crucial role of the Board of Directors in overseeing the group’s operations and sustainable growth underpinned by the principles of good corporate governance. The Group requires the Board to consist of a minimum of 5 and a maximum of 13 members. Currently, the Company has 13 Directors: 7 executive directors, 4 independent directors, and 2 non-executive directors*. The nomination of directors is based on individuals’ expertise, skills, knowledge, competencies, and relevant business experience to the Group’s operations. A diverse mix of skills is also considered to enhance business operations, strategic planning, and company development, driving growth in alignment with business strategies while maximizing shareholder value. Stakeholders are encouraged to freely express their opinions and exercise discretion on issue affecting the interests of both shareholders and stakeholders.

Independent directors are selected according to the Company's definition of an independent director in line with the requirements of the regulatory organization. This includes considering significant business relationships that might affect their ability to perform their duties or provide opinions independently. Additionally, the Number of other mandates for non-executive/ independent directors are restricted to 4. Each year, one-third of the board members must retire by rotation (as prescribed by the Company's regulations). Directors can hold positions in no more than four companies and must attend at least 90% of meetings. For each board meeting, the Company Secretary sends invitations, including the agenda, at least seven days 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 2023, the board members attended 98.48% of all meetings.

*The Board of Directors refers to the Board of Directors as of 1st September 2024.

Knowledge Enhancement for the Highest Governing Body

The Company encourages the board members to attend training to enhance their knowledge and various skills based on the good governance principles, which can be further applied in developing the organization continuously and sustainably. The board members participated in training programs hosted by the Thai Institute of Directors (Thai IOD), a leading organization dedicated to improving director professionalism and corporate governance in Thailand, as follows:

Code of Conduct

Mitr Phol is committed to ethical and responsible business conduct toward all stakeholders in accordance with good corporate governance principles. The Code of Conduct is integral to this commitment, requiring adherence from all personnel, including directors, advisors, executives, and employees, to ensure good corporate behavior. Mitr Phol also emphasizes the importance of ethical conduct and compliance among its suppliers, leading to the formulation of the Supplier Code of Conduct to prevent risks that may pose direct or indirect impacts on Mitr Phol’s business operations.

2023 Target and Performance

	Target	Performance
Percentage of Mitr Phol personnel trained on the Code of Conduct	75%	85%

Remark: Mitr Phol's personnnel will be 100% trained in the Code of Conduct by 2025.

Management Approach

Mitr Phol has established a governance unit responsible for communicating corporate governance policies and Mitr Phol Code of Conduct as approved by the Board of Directors. The governance unit takes charge of raising awareness and driving continuous implementation organization-wide. Mitr Phol ensures that policies and relevant practices are regularly reviewed and kept up to date. Furthermore, a mechanism for receiving complaints has been put in place, allowing all stakeholders to provide useful information for organizational development and promote transparent operations. The complaint-handling process is continually improved to remain current and align with the organizational context. Mitr Phol has also participated in national ethics programs to benchmark its practices against best practices, ensuring ongoing organizational improvement and development.

In 2023, the Company reviewed key policies and practices, including Mitr Phol Code of Conduct, the Supplier Code of Conduct, the Anti-Fraud and Anti-Corruption Policy, the practices for receiving or giving gifts and entertainment, etc. Mitr Phol Sugar Corporation Ltd. received the “Outstanding Ethics Recognition Award” at the TCC BEST Awards 21st organized by the Thai Chamber of Commerce and the Board of Trade of Thailand. The Company has also received an honorary mention of the NACC Integrity Award from the Office of the National Anti-corruption Commission for the third consecutive year. In addition, Mitr Phol has been a certified member of the Thai Private Sector Collective Action Against Corruption (CAC) since 2018 and remains committed to improving transparency and operational efficiency.

Raising Awareness and Communication

To ensure effective corporate governance, communication of policies, relevant practices, and Mitr Phol Code of Conduct is essential for creating awareness and understanding among Mitr Phol personnel. The policies and practices are also disseminated to external stakeholders through various channels to foster continuous understanding and awareness. Examples of these communication efforts include training sessions for Mitr Phol employees and suppliers, installing promotional signage at factory and office locations, email communications, integrating the information into training courses for new employees, and publishing it on the Company’s website. To regularly remind and ensure awareness among employees, 100% of Mitr Phol personnel are annually required to sign and acknowledge the Code of Conduct.

In 2023, the Company continued the training on “Mitr Phol Code of Conduct and Corporate Discipline” for the 6th consecutive year. The primary aim is to communicate and raise awareness of Mitr Phol Code of Conduct and Corporate Discipline in a detailed and simple manner, with the target of 100% of Mitr Phol personnel being trained by 2025. This year, the training was conducted both online and onsite in meeting rooms, with 85% of Mitr Phol personnel having been trained. Moreover, the Company has adapted the learning materials on Mitr Phol Code of Conduct for new employees into a video format for easier communication. In addition, still images have been created to communicate relevant internal and external topics, such as the revision of policies and practices for LGBTQ+ Pride Month, through various channels, including email and promotional signage.

The number of personnel who have been informed about, have acknowledged, and have been trained on Mitr Phol Code of Conduct, policies, and relevant corporate governance practices.

Anti-fraud and Corruption

Being committed to ethical business conduct, Mitr Phol places great importance on preventing fraud and corruption. The Anti-fraud and Corruption Policy has been set forth along with relevant practices, such as the practices for receiving or giving gifts and entertainment. These policies and practices are regularly reviewed to ensure alignment with global and the Company’s contexts.

In 2023, communication to raise awareness and understanding was carried out continuously through various forms and channels to reach all levels of personnel in the organization as previously mentioned. Apart from creating awareness and understanding within the organization, each year Mitr Phol Group participates in national anti-fraud and corruption activities and encourages its employees to engage in these activities both onsite and via live broadcasts to other areas. These activities aim to foster awareness of Mitr Phol Group's stance against fraud and corruption within Thai society. In addition, the Company publicized these anti-fraud and corruption activities on its website to inform its stakeholders and the general public.

Whistleblowing Mechanism

Mitr Phol Group has established whistleblowing guidelines and provides various channels for receiving complaints or reports of wrongdoing. It also has a complaint handling process and measures to protect the rights of whistleblowers and maintain their confidentiality by limiting access only to those responsible for investigations. This allows both internal and external personnel of Mitr Phol Group to file complaints and report violations or non-compliance with laws, regulations, rules, the Good Corporate Governance Policy, the Anti-fraud and Corruption Policy, Human Rights Policy (e.g. discrimination behavior or harassment), and other relevant policies and practices, or actions that violate Mitr Phol Code of Conduct. Complaints can be submitted through various channels, including the Company’s website, email, postal mail, or any other appropriate and convenient means for whistleblowers.

In addition, the Company regularly reviews and updates the complaint handling procedure and continuously communicates the policy and whistleblower mechanism through training and various communication channels, such as signs, internal PR, computer screens, and video clips detailing the complaint submission process. This effort aims to support and enable Mitr Phol personnel and all stakeholders to participate in monitoring the organization and developing its personnel to ensure transparency and alignment with the Company's aspirations.

Complaint Procedure

The number of complaints regarding breaches and corruption
within Mitr Phol Group

Mitr Phol has addressed the complaints received by conducting investigations and taking appropriate actions in compliance with the Company’s regulations. Moreover, measures were implemented to prevent future recurrence. According to the investigations, the complaints in 2023 were not related to bribery, corruption, or unfair trade practices.

Related Policy and Statements

Corporate Governance Policy

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Corporate Governance & Business Ethics