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ความสำเร็จด้านการกำกับดูแลกิจการ
Result of Quality Assessment of the Shareholders’ Meeting
The Company holds the Annual General Meeting of Shareholders to present the operation results annually. In 2024, the Company was rated 100 scores out of 100 in the Quality Assessment of the Shareholders’ Meeting Program for the year 2024 by the Thai Investors Association for 8 consecutive years.
AGM SCORG
2024
100 %
2023
100 %
2022
100 %
 
2021
100 %
2020
100 %
2019
100 %
Corporate Governance Assessment Results
According to the survey conducted by the CorporaAccording to the survey conducted by the Corporate Governance Report of Thai Listed Companies 2023 by the Thai Institute of Directors (IOD) and the Stock Exchange of Thailand, in 2023, the Company obtained an “Excellent” score (five stars), and its average score was higher than the average score of overall listed companies and the SET100 Indexsste Governance Report of Thai Listed Companies 2023 by the Thai Institute of Directors (IOD) and the Stock Exchange of Thailand, in 2023, the Company obtained an “Excellent” score (five stars), and its average score was higher than the average score of overall listed companies and the SET100 Index.
CG SCORE
Year CG Score
2023
cg-score cg-score cg-score cg-score cg-score
2022
2021
2020
2019
EA has been externally and independently assessed the board performance through Corporate Governance Report of Thai Listed Companies (CGR). CGR was initiated by Thai Institute of Directors Association (IOD) in collaboration with the Stock Exchange of Thailand (SET). CGR Evaluation methodology assesses on four governance categories
  1. Equitable Treatment of Shareholders
  2. Role of Stakeholders and sustainable development
  3. Disclosure & Transparency
  4. Board Responsibilities
Corporate Governance
The Company recognizes the importance of corporate governance, or good corporate governance, and thus adopts the “Good Corporate Governance” set by the Stock Exchange of Thailand and, therefore, has implemented such “Good Corporate Governance” to guide the Company’s operations in order to enable effective and transparent management, ensuring trust and confidence among shareholders, investors, stakeholders, and all related parties.
Board Structure
The Company realizes the significance of having management structure that is aligned with the long-term strategy of driving the Company’s business so that it can operate efficiently, transparently, business operation and maintain a balance of care for stakeholders. The Company has determined the management structure that is appropriate for the size, type and complexity of the business, as well as checks and balances to ensure the stakeholder’s involving in the management of the Company’s business.

Board Structure

The structure of the Board of Directors consists of the Board members and its sub-committees, appointed by the shareholders. The Board members are qualified by the applicable laws and regulations.
Board Structure
Target share of independent directors: Number of Independent Directors least one – third of all Director but not less than three person
Board of Diversity Policy
The Board of Directors appoints the Nomination and Remuneration Committees to screen and consider to ensure that the nomination procedures of the Board of Directors and high-level of executives, as well as remuneration, to ensure transparency, fairness, and appropriateness with regard to the business operations. For the nomination procedures, there will be at least 90 days’ notice prior to the opening for nominations from shareholders. In order to find the person who best suits the organization, the nomination process take into account diversity, such as gender, age, race, nationality, or religion, as well as diversity in each occupation based on experience or skills.
Board Election Process
  1. The Company has Nomination and Remuneration Committee to select and propose the qualified person with morality, ethics and meets the requirements as prescribed in Section 68 of the Public Company Act B.E. 2535 and as stated in the related Notifications of the SEC and SET. The consideration also based on experience, knowledge, skills relevant to the business of the Company. Then the lists of selected applicants will be submitted to the Board of Directors for further proposal to the shareholders’ meeting for selection and appointment. Currently, the Board of Directors consists of 11 members, 6 of them are Independent Directors, 2 of them are Executive Directors and 3 of them are non-Executive Directors.
  2. At the Annual General Meeting of Shareholders (AGM), one-third of all directors shall resign by rotation. In case the number of resigned directors cannot be precede, the similar amount to one-third of the directors to resign during the first year. In second year after registration of the company, the ballot papers will be provided for seeking director to resign. Later years, the directors who hold longest term shall be resigned. The resigning directors may be re-elected.
  3. Shareholders' meeting will appoint directors from majority votes according to the following rules and methods
    1. Shareholder has votes equal to one (1) share per one (1) vote.
    2. Each shareholder must use all existing votes according to Clause 3.1 to elect one person or many people as directors, however, the votes cannot be divided.
    3. Persons who receive the highest votes in descending order being elected as a director equal to the number of directors that should have or should be elected at that time. In the event that the person elected in the next order having equal votes in excess of the number of directors that the shareholders' meeting must elect at that time, the chairman of the meeting is the casting vote
  4. The Board of Directors has appointed the Nomination and Remuneration Committee to ensure a transparent, fair, and appropriate process for nominating directors and senior executives, as well as determining their remuneration, in line with The Group operations. For director appointments, The Group will open nominations at least 90 days before the shareholders’ meeting. Candidate selection considers diversity in gender, age, race, nationality, religion, professional background, experience, and expertise and expertise to identify the most suitable individuals for the organization
Qualifications and Skills of Board Members
The Board of Directors has a varied range of qualifications and skills in accordance with the business strategy of the Company. The Board Skills Matrix is prepared base on experience, education, and training background.
Skills and expertise Number (persons) Percent (%)
1. Economic 3 25.00
2. Banking 2 16.67
3. Finance & Securities 3 25.00
4. Insurance 2 16.67
5. Industrial Materials & Machinery 1 8.33
6. Petrochemicals & Chemicals 2 16.67
7. Property Development 1 8.33
8. Energy & Utilities 2 16.67
9. Media & Publishing 1 8.33
10.Transportation & Logistics 1 8.33
11. Information & Communication Technology 2 16.67
12. Law 3 25.00
13. Finance 4 33.33
14. Fund Management 1 8.33
15. IT Management 1 8.33
16. Negotiation 2 16.67
17. Engineering 5 41.67
18. Change Management 1 8.33
19. Leadership 4 33.33
20. Risk Management 2 16.67
21. Internal Control 4 33.33
22. Governance/ Compliance 2 16.67
23. Business Administration 7 58.33
Duties and responsibilities
Committee Main Duty
Board of Directors
  • To perform their duties under applicable laws, objectives, regulations of the Company and resolutions of shareholders’ meetings with a duty of loyalty, duty of care, respect the laws and regulations of the Company (Duty of Obedience) and disclose information to shareholders accurately, completely, transparently, and timely (Duty of Disclosure), accountability, as well as the full benefit of all shareholders.
  • To determine policy and regulate the Company in order to prepare guidelines for supporting anti-corruption measures to ensure that management is aware of the importance of this anti-corruption, and cultivates to be an organizational culture.
Executive Committee
  • To consider and review direction of business operation to be in line with policy, target, operation plan, business strategy and the budget approved by the Board of Directors.
  • To consider the code of practice and operation manual of the Company.
Audit Committee
  • To consider a financial report and the completeness of the information acknowledged, and to assess the appropriateness of accounting principles applied to the financial report.
  • To ensure that the Management has set the internal control system as well as internal control of appropriate information systems, including adequately addressing a wide range of potential risks, such as corruption risks and guidelines for communicating the importance of internal control.
  • To review the efficiency of the internal audit performance to ensure that the internal audit standard has been implemented.
  • To assist the compliance with morality, ethics and conflict of interest prevention policy.
Nomination and Remuneration Committee
  • To consider the policy of nomination of directors and top executives, nominate, select, and propose a qualified person with morality, ethics, and qualifications suitable for the position.
  • To review and assess the work performance of the directors and CEO.
  • To provide the succession plan, revise the development plan of the top exclusives.
  • To consider the preparation of the development plan for directors to develop knowledge of directors including the rules and laws related to the business of the Company.
  • To consider and propose the remuneration for the Board, sub-committee, and CEO.
Risk Management Committee
  • To establish risk management policies, supervise and support efficient risk management covering the business operations of the Company, including the risk of corruption, and consider and review various measures to prevent those risks from being at an acceptable risk level.
  • To follow up the implementation, review the report of risk management, ensure the appropriateness and sufficiency of the risk management, ensure the risk management remains at an acceptable level, and ensure that the risk management has been continuously applied.
Corporate Governance and Sustainability Committee
  • To consider the policy and practice for the good corporate governance and plan about activities related to corporate social responsibilities and the stakeholders.
  • To consider and advise on the establishment of a standardized sustainability policy framework and approach to sustainability that is comparable to international practices or principles in order to function effectively, including responding to the needs of stakeholders in order to ensure the group’s long-term growth.
  • To conduct an internal assessment based on corporate governance principles in order to seek improvement.
  • To act as the Company’s representative in communication and corporate governance with the executives, employees, and external agencies.
Strategic Planning Committee
  • To consider and determine the corporate strategy of the group Company and propose it to the Board of Directors for consideration and approval.
  • To review and monitor the direction of the corporate strategy of the group Company and propose it to the ultimate strategic direction as deemed appropriate to the Board of Directors.
  • To consider and understand the strategic direction and initiatives, new business, as well as the corporate organization overall, to determine the essential resources to approach and support the corporate strategy of the group Company and propose it to the Board of Directors.
* The Company is committed to upholding the highest standards of corporate governance and director accountability. The Board of Directors performs their duties in accordance with the Directors’ Handbook published by the Securities, which establish clear responsibilities and ethical standards for directors and executives of listed companies. In cases of individual wrongdoing, directors and executives of listed companies are subject to strict civil, criminal, and administrative penalties under the Securities and Exchange Act B.E. 2535.
Board meeting attendance
The Board of Directors and subcommittees have planned and scheduled their meetings in advance to acknowledge and consider related matters. In 2024, the Board of Directors and subcommittees held the following meetings:
Board of Directors and Subcommittees Number of times Meeting Attendance Ratio (%)
Board of Directors 19 90.10
Executive Committee 17 82.25
Audit Committee 17 100.00
Nomination and Remuneration Committee 5 96.67
Risk Management Committee 3 66.67
Corporate Governance and Sustainability Committee 4 100.00
Performance evaluation of the Board of Directors and Sub-Committees
The Company conducts a self-assessment of the board of directors and sub-committees related to good corporate governance according to the board self-assessment form issued by the Stock Exchange of Thailand by conducting an evaluation form for both collectively and individually at least once a year. The Board of Directors jointly set criteria for self-assessment of the performance of both the collectively and individually. Self-Assessment is required to be conducted annually and the Board of Directors will jointly consider the evaluation results to determine ways to improve work.
Performance Evaluation for the entire Board of Directors
  1. Performance evaluation for the entire Board of Directors is comprised of 4 topics:
    1. Board structure and qualifications
    2. The board meeting
    3. Roles, duties and responsibilities of the board
    4. Other
  2. Performance evaluation for the individual Board of Directors is comprised of 3 topics:
    1. Board structure and qualifications
    2. The board meeting
    3. Roles, duties and responsibilities of the board
Performance Evaluation for the sub-committees:
  1. The criteria of performance evaluation for the entire sub-committees is comprised of 3 topics
    1. Structure and qualifications of the Committee.
    2. The meeting of the Committee.
    3. Roles, duties and responsibilities of the sub-committee
    The Audit Committee brings the assessment form from the guideline of the SEC to be complied with the Company’s assessment by adding the general responsibilities and specific duties of the Audit Committee.
  2. Individual Performance Evaluation for sub-committees is comprised of 3 topics:
    1. Structure and qualifications of the Committee.
    2. Roles, duties and responsibilities of the sub-committee
    3. The meeting of the Committee.
Performance Evaluation of the Board of Directors for the year 2024
Board of Directors and Subcommittees Board’s Self-Assessment (%) Individual’s Self-Assessment (%)
Board of Directors 95.16 97.11
Executive Committee 95.58 96.42
Audit Committee 98.21 98.48
Nomination and Remuneration Committee 97.00 96.75
Risk Management Committee 98.00 99.33
Corporate Governance and Sustainability Committee 99.31 97.73
Management’s Shareholding Guideline
Energy Absolute PCL encourages members of Management Team to obtain company shares to demonstrate personal commitments and devotion to the Company. To efficiently drive the strategies and operations of the companies to achieve their goals, Energy Absolute PCL encourages members of Management Team to obtain company shares to build commitments and gain trusts from our investors provided that they do not contradict with the rules, regulations of Energy Absolute PCL Corporate Governance Policy. For additional details regarding the required number of shares held by the Chief Executive Officer and senior executive members, please refer to the following:
  1. Chief Executive Officer should hold shares in Energy Absolute PCL at the value equal to or greater than 10 times their base annual salary.
  2. Executive Members other than Chief Executive Officer should hold shares in Energy Absolute PCL at the value equal to or greater than 5 times their base annual salary.
Anti-Corruption
Energy Absolute Public Company Limited and its affiliated companies are determined to conduct business adhering to social responsibilities and stakeholders under good corporate governance and business ethics as well as policy and practice guidelines for all stakeholders. The Company has in place a policy that defines the responsibility and regulations of inappropriate operations to prevent corruption in all corporate activities. Besides, the ensure that the decisions and business operations that may have a risk of corruption will be considered and rectified prudently, the company has prepared the “Anti-Corruption Policy” in written form as a clear practice guidance in business operation and to achieve sustainable development.
Anti-Corruption Policy
  1. Directors, executives, employees, and stakeholder groups of the Company and its affiliates are prohibited to conducting or accepting all forms of corruption either directly or indirectly for the benefit of oneself, family, friends and acquaintances, covering all businesses in all country and agencies involved and regularly reviews compliance with anti-corruption policy and reviews guidelines and operational requirements for action to be comply with changes in business, regulations, and legal requirements.
  2. To have measures to prevent and against corruption as a part of the Company’s business operations. This is the responsibility of all departments, including directors, executives, and employees of the Company and its affiliates, as well as groups of interested parties, to participate in giving opinions on various practices to prevent and against corruption in the Company in order to achieve the Company’s policy.
  3. The Company must continually improve and develop measures to prevent and against corruption in accordance with relevant rules and regulations, including the Code of Conduct and Good Corporate Governance, which must assess the risk of corruption that may occur in the Company’s business operations and prepare guidelines under good internal control in order to prevent any forms of corruption from occurring in the Company’s business operations.
  4. The Company must not give or accept bribes or support all forms of bribery, Including supervision and control of various donations, including charitable donations, donations to political parties, including giving or accepting gifts or receiving financial support as well as rewards or other benefits, in order to make the transactions transparent and not to convince or motivate related persons, including directors, executives, employees of the Company and its affiliates, as well as groups of public and private stakeholders performing improper operations.
  5. The Company must provide a suitable, adequate, and sufficient internal control system to prevent corruption in all forms.
  6. The Company must communicate the commitment of the Company in preventing and anti-corruption in all forms as well as promote the knowledge on preventing and anti-corruption to the directors, executives and employees in order to instill good awareness and for all Company personnel to be aware of their duties and responsibilities in carrying out their duty to fight against corruption in all forms.
  7. The Company must provide a transparent financial reporting mechanism in accurate and reliable.
  8. The Company must promote good and diverse communication channels in order to receive notification of fraud and corruption from directors, executives, employees, and all relevant parties, with a guarantee for the whistleblower to be protected by not being unfairly punishment or being bullied, and including the appointment of a person or group of people to closely monitor and monitor all corruption reports that have been reported.
Whistleblowing Policy
In order to encourage both internal and external stakeholders to participate in the Good Corporate Governance process, the Company therefore has set a policy in the event that various groups of stakeholders have questions or see actions suspected of violation or non-compliance with laws, regulations, or business ethics, or suspicions that may lead to corruption, can report clues or complaints together with sending evidence and details through the whistleblowing channels as follows:
Letter to the recipient of the complaint:
Chairman of the Audit Committee
Chairman of the Audit Committee
Address :
Energy Absolute Public Company Limited
16th Floor, AlA Capital Center Building, No. 89 Ratchadaphisek Road, Dindaeng Subdistrict, Dindaeng District, Bangkok 10400 Thailand
email
E-mail Address :
[email protected]
Website :
www.energyabsolute.co.th/complaints
Performance/Success Indicators Complaint investigation
Number of Significant complaints 2024
The number of significant corporate governance complaints (Cases) 0
The number of violations of a significant business code of conduct 0
Code of conduct 0
Corruption or Bribery 0
Money laundering or Insider trading 0
Conflicts of interest 0
Customer privacy data 0
Environment Occupation and Safety 0
Human rights violations 0
Discrimination or Harassment 0
Anti-Corruption Performance
In 2024, the Company reviewed its anti-corruption measures, assessed bribery and corruption risks, and conducted self-assessment to develop its anti-corruption mechanism and renew the certification of its membership of the Thai Private Sector Collective Action Against Corruption (CAC). The Company has reviewed “Anti-Corruption Measures Guide” to comply with the law and its operations of the Company. Anti-corruption policies are communicated both inside and outside the company, as well as arranging in-house training for directors, executives, and employees including knowledge and understanding assessments and communicating the Anti-Corruption policy and No Gift Policy with business partners, stakeholders and the public.
In 2024, Given that the Board of Directors’ Meeting of Energy Absolute Public Company Limited (special) No. 3/2024, held on 17 July 2024, resolved to approve the recruitment and engagement of a special audit advisory firm as a special audit to audit the procurement processes for the operation of the solar power plant projects of EA Solar Nakornsawan Company Limited (ESN) and EA Solar Lampang Company Limited (ESL) pertaining to the condemnation made by the Securities and Exchange Commission (SEC) against the Company’s former executives. The Audit Committee was tasked with reporting the results of the audit to the Board of Directors. Subsequently, the Audit Committee assigned the Internal Audit department to coordinate and cooperate with a special audit consulting firm in the investigation and report the results to the Board of Directors. The Audit Committee has been reporting the progress and results of the investigation to the Thai Private Sector Collective Action against Corruption (CAC), ensuring that the company maintains its certification to date
CAC
No Gift
Risk Management
With the determination to develop the risk management system that responds to the business operation and business plan of the Company continuously, to control the impact level that may occur on the business, society, and environment, the Company is aware of the impact level and maintains it in an acceptable range together with preparing the action plan.
Risk Management Policy
  • To determine the risk of management as the responsibility of all levels of employees, to be aware of the risk contained in work operations within the department or organization, and to prioritize risk reduction to an inappropriate and acceptable level.
  • To implement risk management procedures which is in line with international standards in order to effectively create manage risk which may impact business operation of the Company to create development and performance which covers risk management through the entire organization by applying risk management system as supporting factor for decision making, strategic planning, targets, working plan and business operation direction of the Company, including to put emphasis on moving forward to achieve objectives, targets, visions, missions and imposed strategies to create excellent work performance as well as confidence among stakeholders.
  • To define measures on prevention and minimize risks from business operation in order to avoid potential damage or loss, as well as to monitor and assess the risk management result regularly.
Operation process
The Board of Directors appoints the Risk Management Committee to support the Board in determining whether a risk management policy covers the entire organization and to implement a risk management system or procedure to reduce or minimize the impact on the business of the Company Group efficiently by formulating factors, such as scope of authority, duties, and responsibilities, to ensure the Risk Management Committee perform its duties with full effect. Besides, the Risk Management Committee Charter is prepared to describe the 3 main duties of the Risk Management Committee as follows:
  1. Establish the policy and acceptable risk level
  2. Follow up the implementation, review the report of risk management, ensure the appropriateness and sufficiency of the risk management, ensure the risk management remains at an acceptable level, and ensure that the risk management has been continuously applied.
  3. Regularly coordinate with the Audit Committee by exchanging knowledge and information regarding risk and internal control which impacts or may impact the Company.
  4. Encourage to have a culture of risk management and proper internal control.
The Risk Management Committee held 3 meetings in total for 2024.
Risk to the business operation of the Company and Group after has been considered from the executives and the Risk Management Committee is summarized as follows:
Risk Factors Major risks
Strategic Risk Based on its vision, the Company has mapped out a technology driven strategy to be a business and project pioneer using modern technology as a key factor in the strategy. This has made the Company among the first to innovate projects in the country and overseas so as to generate higher returns than those from general investments. Therefore, the Company may have come across instability in the surrounding environment and competition both domestically and abroad. Strategic risk factors can be summarized as below:
  • Risk from dependence on key executives
  • The risk of investment value and returns that may not meet expectations
  • The risks of investing in new projects abroad
  • Volatility in the industry in which the company operates
Operating Risk
  • Risks in Human Resource Management to Support Future Business Growth
  • Cybersecurity and Data Security Risk
  • Risk of operational disruption
Financial Risk
  • The risk of liquidity shortage in business operations
  • The risk of securing funding for a new business.
  • The risk from Granting Hire-Purchase Credit to a Single Customer
  • Risk of Investment returns lower than projected
Compliance Risk
  • Risk from changes in government policies
Business Operation Risk
  • The risk from reliance on management
  • Risk from dependence on large customers
  • The risk of raw material procurement and the fluctuation of raw material prices.
ESG Risk
  • Human Rights Risk
  • Risks from disputes with communities
  • Risk from Operation that Impact to Environment
  • Occupational health and safety risk
  • Risk related to compliance with relevant laws and regulations
  • Risks from climate change and disasters
Corporate image and reputational risk
  • Corporate image and reputational risk
Emerging Risk
  • Technology and Innovation Risk
  • Disruptive Technology Risk
  • Policy Transition Incoherence Risk
  • New Business Investment Risk
  • Geopolitical Risk
  • Physical and Transitional Climate Risk

* The Company has been certified as a member of the Private Sector Coalition against Corruption in 2020


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ชั้น 16 อาคารเอไอเอ แคปปิตอล เซ็นเตอร์ เลขที่ 89 ถนนรัชดาภิเษก เขตดินแดง กรุงเทพฯ 10400
โทร : 0-2248-2488-92 , 0-2002-3667-9
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