Energy Absolute | พลังงานบริสุทธิ์ Corporate Governance

Corporate Governance

Result of Quality Assessment of the Shareholders’ Meeting

The Company holds the Annual General Meeting of Shareholders to present the operation results annually. In 2023, the Company was rated 100 scores out of 100 in the Quality Assessment of the Shareholders’ Meeting Program for the year 2023 by the Thai Investors Association for 7 consecutive years.

AGM SCORE

2023

100 %

2022

100 %

2021

100 %

2020

100 %

2019

100 %

Corporate Governance Assessment Results

According 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 Index.

CG SCORE

Year	CG Score
2023
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>

Equitable Treatment of Shareholders
Role of Stakeholders and sustainable development
Disclosure & Transparency
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.

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.

*Target share of independent directors: Number of Independent Directors least one – third of all Director but not less than three person and complied with corporate governance least 50% of all Directors.

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

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.
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.
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
In the event that the position of the director is vacant due to reasons other than the expiration of the term, the Board shall select the qualified person and does not have the characteristics of being prohibited under the law on public limited companies and the law on securities and stock exchange, to be replaced in the next board meeting except that director's remaining term shall be less than two months. The person who is the replacement director will be in the position of director only for the remaining term of the director that replaced.
The shareholders’ meeting may have resolution to removal director(s) prior to the term expiration with the votes of not less than three-fourths (3/4) of the attending shareholders with total shares no less than half of total shares hold by the attending shareholders with the rights to vote.

Board Skill Matrix

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.

Board Skills Matrix

	Financial and Capital Market	Manufactory Industry /Utilities /Energy Industry	Account	Strategy	Engineering	Human Resources	Construction	Legal	Risk Management	Board Experience	Corporate Governance	Insurance	Information Technology
1. Mr. Somchainuk Engtrakul 79 years (Male) (ID)
2. Mr. Somphote Ahunai 56 years (Male) (Ex.Dr)
3. Mr. Amorn Sapthaweekul 49 years (Male) (Ex.Dr)
4. Mr. Wutthailerd Chiannikulchai 53 years (Male) (Non-Ex)
5. Mr. Sutham Songsiri 85 years (Male) (Non-Ex)
6. ACM.Chainan Thumasujarit 73 years (Male) (ID)
7. Mr. Bravochat Chatchai 63 years (Male) (ID)
8. Mr. Patiparn Sukorndhaman 62 years (Male) (ID)
9. Mr. Somboon Ahunai 68 years (Male) (Non-Ex)
10. Mr. Amornsuk Noparumpa 78 years (Male) (ID)
11. Mr. Somphop Keerasuntonpong 56 years (Male) (ID)
Total	8	6	5	6	4	4	2	3	11	11	11	4	3

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.

Board meeting attendance

The Board of Directors and subcommittees have planned and scheduled their meetings in advance to acknowledge and consider related matters. In 2023, the Board of Directors and subcommittees held the following meetings:

Board of Directors and Subcommittees	Number of times	Meeting Attendance Ratio (%)
Board of Directors	8	90.80%
Executive Committee	11	81.82%
Audit Committee	8	100.00%
Nomination and Remuneration Committee	3	86.67%
Risk Management Committee	3	76.19%
Corporate Governance and Sustainability Committee	3	100.00%
Strategic Planning Committee	3	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

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
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:

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.
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 2023

Board of Directors and Subcommittees	Board’s Self-Assessment (%)	Individual’s Self-Assessment (%)
Board of Directors	98.06	98.86
Executive Committee	98.42	97.67
Audit Committee	99.40	99.24
Nomination and Remuneration Committee	98.50	98.25
Risk Management Committee	98.67	99.33
Corporate Governance and Sustainability Committee	97.92	98.30
Strategic Planning Committee	99.00	99.33

Management’s Shareholding Requirements

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:

Chief Executive Officer should hold shares in Energy Absolute PCL
at the value equal to or greater than 10 times their base annual salary.
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

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.
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.
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.
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.
The Company must provide a suitable, adequate, and sufficient internal control system to prevent corruption in all forms.
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.
The Company must provide a transparent financial reporting mechanism in accurate and reliable.
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 Address :

Energy Absolute Public Company Limited
16th Floor, AlA Capital Center Building, No. 89 Ratchadaphisek Road, Dindaeng Subdistrict, Dindaeng District, Bangkok 10400 Thailand

E-mail Address :

[email protected]

Website :

www.energyabsolute.co.th/complaints

Performance/Success Indicators Complaint investigation

Number of Significant complaints	2023
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 2023, the Company revised its anti-corruption measures, assessed bribery and corruption risk, 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 year 2023 the Company has been certified as the CAC member for the second time covering a period from June 30, 2023 until June 30, 2026.

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:

Establish the policy and acceptable risk level
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.
Regularly coordinate with the Audit Committee by exchanging knowledge and information regarding risk and internal control which impacts or may impact the Company.
Encourage to have a culture of risk management and proper internal control.

The Risk Management Committee held 3 meetings in total for 2023.

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 Risk from competition in the industries Risk from implementation of new business projects Risk from Investment in New Overseas Projects
Operating Risk	Human resources management to support future business growth Cybersecurity and Data Security Risk Risk of operational disruption
Financial Risk	Risk associated with debt service capability Risk of hire-purchase financing to one single customer Risk of Investment returns lower than projected Risk associated with funding for new businesses
Compliance Risk	Risk from changes in government policies
Business Operation Risk	Risk from dependence on large customers Risk associated with raw material procurement and price fluctuations
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
Corporate image and reputational risk	Corporate image and reputational risk
Emerging Risk	Physical and Transitional Climate Risk Technology and Innovation Risk

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

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