CP ALL PUBLIC COMPANY LIMITED

บริษัท ซีพี ออลล์ จํากัด (มหาชน)

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Corporate Governance
Sustainability

Corporate Governance

Corporate Governance

Key Performance in 2023

Rated Excellence or 5-stars following corporate governance disclosure by the Thai Institute of Directors (IOD) for the 4th consecutive year

Selected by the Stock Exchange of Thailand for inclusion in the Thailand Sustainable Investment and SET ESG Ratings, and received the SET Awards in the Sustainability Excellent, Highly Commended in Sustainability Awards category, forcompanies with a market capitalization of 1OO billion Baht or more, consecutively for 3 years

The performance evaluation result of the Board of Directors and the whole board was rated Excellence. The individual assessment was

Maintained CAC membership status and be a Change Agent, expanding transparent business conduct network to SMEs suppliers by encouraging supplier companies to commit and become part of CAC. The Company continued CAC membership for 3 consecutive years

Received the Anti-Corruption Awards 2O23 for promoting anti-corruption and ethical governance in 2O23, organized by the Association of correspondents for Anti-Corruption (Thailand)

100%

of employees at all levels have received training, refresh training, and have passed courses on Good Governance and Anti-Corruption, Sustainability Development, Personal Data Protection Risk Management, and Cyber Security

100%

of Tier-1 partners and store business partners. (Those who have been given the right to manage 7-Eleven stores) have been communicated Business Ethics and Supplier Code of Conduct

Certified ISO 277O1 standard for Privacy Information Management System (extended from ISO/IEC 27OO1 Information Security Management System) in the scope of selling products through the 24Shopping and human resource management system

Received Cyber Security Rating from an external party at an Advanced level

Evaluated by the Cybersecurity Resilience Survey 2O23 for registered companies, organized by the Stock Exchange of Thailand. The assessment result is at Level 4 (Cybersecurity Level 4 – Measured) consecutively for 2 years

Key Progress in 2023

Supported and elevated the culture of compliance that aligned with laws and regulations by providing consultation and planning to establish a Compliance
Management System to monitor and verify the operations of various departments within the Company to ensure legal compliance

Conducted sustainable knowledge training courses covering aspects of the environment, human rights, ethics, anti-corruption, as well as risk management in data privacy protection, and cybersecurity, with post-training knowledge assessments for all employees at all levels through the E-Learning system

Developed policies for overseeing legal compliance and regulations, updated the Company's important legal registers, and enhanced IT systems for auditing
and reporting






Expanded the scope of implementing information security standards and the Privacy Information Management Standard (ISO 27OO1 and ISO 277O1) for 24Shopping in product sales and human resource management systems, in addition to the ALL MEMBER system and management of the Tara Park Computer Center (IT Data Center)

Promoted SMEs to declare commitment to joining CAC





Conducted Phishing Tests four times per year to simulate scenarios testing employee responses to cybersecurity threats

Simulate and test cybersecurity breach and data breach response plans twice a year



Participated in the Cybersecurity Resilience Survey for registered companies in 2O23



Conducted vulnerability scans and assessed the data security and cybersecurity across all network systems via external companies

Significantly Affected Key Stakeholders

Supporting the SDGs

SDG 12 Ensure sustainable consumption and production patterns

12.6 Encourage companies, especially large and transnational companies, to adopt sustainable practices and to integrate sustainability information into their reporting cycle

SDG 16 Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build effective, accountable, and inclusive institutions at all levels

16.3 Promote the rule of law at the national and international levels, and ensure equal access to justice for all
16.5 Substantially reduce corruption and bribery in all its forms
16.7 Ensure responsive, inclusive, participatory, and representative decision-making at all levels

Performance Against Goal

2030 Goal

The Company’s corporate governance rating is at excellence by an internationally recognized institute

Progress against short-term and long-term goals

Performance Summary 2023

The Board of Directors’ Composition

Males

15  persons

Female

1  persons

Average tenure is at

16

Executive Directors

5  persons

Independent Directors

6  persons

Non-executive Directors

5  persons

Governance and Anti-Corruption Training and Assessment

Employees of CP ALL

Communicated

87490  persons

Written/Digital Acknowledgement

87490  persons

Training Provided

87490  persons

Employees of Subsidiaries

Communicated

7544  persons

Written/Digital Acknowledgement

7544  persons

Training Provided

7544  persons

คู่ค้าลำดับที่ 1

Communicated

2242  persons

Written/Digital Acknowledgement

2242  persons

Training Provided

2242  persons

Corruption cases identified

Average corruption rate at 7-Eleven stores per year

Proportion of operations with corruption cases

7-Eleven

98.70%

Distribution Center

0%

Office

0.01%

Subsidiaries

0.92%

Grievance regarding personal data violation (if any) investigated and confirmed

Customers’ data

0  Case

Suppliers’ data

0  Case

Regulatory bodies

0  Case

Risks and Opportunities

Corporate governance is a key mechanism driving the Company towards achieving goals and fostering the organization's desired mindset for sustainable business operations. Key factors in operations include the Board of Directors, which plays a role in overseeing and monitoring the organization's operations, ensuring the transparency, free from corruption, and being mindful of ethics, morality, and human rights, as well as having sustainable development considerations. The effectiveness of the Board's work depends on the independence of its members, as well as diversity in skills and backgrounds.

Furthermore, developing capabilities to compete in business and instilling confidence in stakeholders throughout the value chain through corporate governance shall enhance the organization's business operations and elevate confidence among stakeholders toward the organization, which consequently attracting investor interest. Essentially, corporate governance is a critical guideline in driving organizations towards sustainable business operations. Additionally, continuously developing risk management systems to align with laws and regulations, and overseeing by relevant agencies, along with communication and fostering understanding among employees at all levels, enables proper implementation by employees. This can reduce the risk associated with legal violations and human rights issues related to business operations.

Management Approach

The Company establishes the Sustainability and Corporate Governance Committee responsible for setting and reviewing corporate governance policies, sustainability policies, anti-corruption policies, as well as business ethics and codes of conduct. This is to ensure alignment with the Company's corporate governance principles, legal compliance, and international best practices, alongside providing sustainable development training courses covering environmental issues, human rights, business ethics, and anti-corruption, as well as risk management in personal data protection and cybersecurity. Post-training knowledge assessments are conducted, aiming to promote awareness among employees at all levels. The objective is to foster a culture of ethical conduct and advancing towards becoming a sustainable and transparent organization. It aims to lead in sustainability governance, demonstrating exemplary corporate governance practices.

Furthermore, the Company conducts its business in accordance with legal regulations relevant to both domestic and international operations, adhering to the principles of business ethics and codes of conduct. These serve as guidelines for conducting operations and fulfilling responsibilities with honesty, integrity, adherence to legal principles, transparency, non-violation of human rights, noninvolvement in politics, no bribery or corruption, no conflict of interest, and no infringement of intellectual property or copyrights of others. Additionally, it considers the interests of all stakeholders and demonstrates responsibility towards society and the environment.

Good Governance Principles

1 Establish Clear Leadership Role and Responsibilities of the Board

2 Define Objective that Promote Sustainable Value Creation

3 Strengthen Board's ffectiveness

4 Ensure Effective CEO and People Management

5 Nurture Innovation and Responsible Business

6 Strengthen Effective Risk Management and Internal Control

7 Ensure Disclosure and Financial Integrity

8 Ensure Engagement and Communication with Shareholders

ESG Issue That May Impaot Investment Performance

Corporate Governance Policy

Shareholders' Rights

Equitable Treatments of Shareholders

Stakeholders' Roles

Disclosure and Transparency

The Board's Responsibility

Risk Management

Business Ethics and Code of Conduct

Anti-Corruption Policy

Prevention of conflicts of interest, internal data usage oversight, as well as internal control and auditing

Governance Structure

Sub-committee

The Company has set up independent sub-committees operating and serving under the Board of Directors, whose crucial roles comprises:

Audit Committee Sustainability and Corporate Governance Committee Remuneration and Nomination Committee
  • Conduct financial audit
  • Review performance to ensure compliance aligning policies, regulations, laws, practices and requirements of governing authority
  • Review internal control system and internal audits, as well as risk management system to ensure thoroughness
  • Discuss with accounting auditors regarding budget and internal audit
  • Consider lists which maybe relevant or pertain conflicts of interests to ensure compliance to the laws and SET’s requirements
  • Report summary of related performance and provide recommendations to the Board of Directors 4 times per year
  • Develop policies on governance, anti-corruption, sustainability, as well as relevant practices, business ethics and code of conduct
  • Review related policy for continuity and timeliness at least once annually
  • Govern the Management and employees’ work to be in alignment with relevant policies
  • Review and assess performance according to policy in tandem with the Board and Management
  • Report related performance and provide recommendations to the Board of Directors at least twice a year
  • Consider criteria determining the Board’s and high-level Management’s remuneration and compensation forms, subsequently propose to the Board for approval of high-level Management’s compensation. The Board’s compensation is proposed to the Annual General Assembly for approval
  • Assess high-level Management’s remuneration to be in alignment with the performance
  • Consider the criteria and process in nominating appropriate individuals for an appointment in the Board
  • Select nominees for the nomination process as stipulated, including those nominated by minority shareholders
  • Make recommendation to the Board of Director prior to presenting to the Annual General Meeting for the appointment

Board of Director Structure

CP ALL Public Company Limited’s Board is comprised of 16 directors, of which 5 were executives, 6 were independent directors, and 5 were non-executive directors. Furthermore, the Company allocated authority by dividing the authority between the chairman and the chairman of executive committee (CEC) in a distinct manner, including the company has disclosed information according to their knowledge and specific expertise to demonstrate proficiency, skills, and experience, as well as suitable qualifications for the position of director in accordance with the Global Industry Classification Standard (GICS). Other disclosed information includes Consumer Staples for the business to effectively operate in response to the Company's strategy and goals as well as stakeholders.

2023 Corporate Governance Survey of Thai Listed Companies (continuously)

The Company has undergone an evaluation of its corporate governance reporting for 2O23 by the Thai Institute of Directors (IOD), with assessment criteria in four categories: 1. Shareholder rights and equal treatment for shareholders, 2. Consideration of stakeholder interests and business sustainability development, 3. Disclosure of information and transparency, and 4. Board’s responsibility. The Company received an assessment result at the Excellence 5 level, equivalent to 5 stars, with scores in each category higher than the average of companies in the service sector and companies with a market capitalization of 1O,OOO million Baht or more. Additionally, the Company has been ranked in the highest scoring group (Top Quality) among all registered companies and specifically among service companies.

The Board of Directors Skill matrix

Name - Surname Skill matrix
Accounting & Finance Economics & Banking Administration & large organization management Risk Management Crisis Management Business & Marketing International Competition Digital Research & Development Law & Case Security & Society
1. Adj. Pro. Prasobsook Boondech     ✔ ✔ ✔         ✔ ✔
2. Pol. Gen. Dumrongsak Kittiprapas     ✔ ✔ ✔         ✔ ✔
3. Mr. Padoong Techasarintr ✔ ✔ ✔ ✔ ✔     ✔   ✔ ✔
4. Mr. Pridi Boonyoung ✔     ✔           ✔  
5. Mrs. Nampung Wongsmith ✔ ✔ ✔ ✔              
6. Pro. Dr. Kittipong Kittayarak     ✔       ✔   ✔ ✔ ✔
7. Mr. Soopakij Chearavanont ✔ ✔ ✔ ✔ ✔ ✔ ✔       ✔
8. Mr. Korsak Chairasmisak   ✔ ✔ ✔ ✔ ✔ ✔   ✔   ✔
9. Mr. Suphachai Chearavanont     ✔ ✔ ✔ ✔ ✔ ✔ ✔   ✔
10. Mr. Tanin Buranamanit     ✔ ✔ ✔ ✔     ✔   ✔
11. Mr. Adirek Sripratak ✔   ✔ ✔ ✔ ✔ ✔       ✔
12. Mr. Umroong Sanphasitvong ✔ ✔ ✔ ✔   ✔ ✔       ✔
13. Mr. Narong Chearavanont ✔   ✔   ✔ ✔ ✔ ✔ ✔   ✔
14. Mr. Prasert Jarupanich     ✔     ✔ ✔ ✔      
15. Mr. Pittaya Jearavisitkul ✔ ✔ ✔ ✔ ✔ ✔          
16. Mr. Piyawat Titasattavorakul     ✔ ✔ ✔ ✔     ✔   ✔
  1. Administration and management of large organization include determining corporate visions and missions and human resource management
  2. Business and marketing include logistics and distribution
  3. Digital includes E-commerce, technology, information security & cyber security
  4. Law and litigation include business laws, securities laws, and tax laws
  5. Security and society include environment, community, and safety
  6. Economics and banking include financial and investment institutes

For more details of the Board industry experience in accordance with the GICS Level 1classification at —> Board Industry Experience

Other Information

Management Structure by the Company’s Board of Directors

1. Board of Directors

As of December 31, 2023, the Company’s Board of Directors consists of 16 members including: Executive Directors 5 persons; and Non-Executive Directors 11 persons, which are as follows: Independent Directors 6 persons (account for one-third of Board members) Non-executive Directors 5 persons (account for one-third of Board members)

Names of the Board of Directors

Name List Positions
1. Adj. Pro. Prasobsook Boondech Independent Director, Chairman of Sustainability and Corporate Governance
Committee
2. Pol. Gen. Dumrongsak Kittiprapas2 Independent Director, Chairman of Remuneration and Nomination Committee,
Sustainability and Corporate Governance Committee
3. Mr. Padoong Techasarintr Independent Director, Chairman of Audit Committee, Sustainability and Corporate Governance Committee, Remuneration and Nomination Committee
4. Mr. Pridi Boonyoung Independent Director and Audit Committee
5. Mrs. Nampung Wongsmith Independent Director and Audit Committee
6. Adj. Pro. Dr. Kittipong Kittiyarak Independent Director
7. Mr. Soopakij Chearavanont Chairman
8. Mr. Korsak Chairasmisak1 Vice Chairman and Chairman of Executive Committee
9. Mr. Suphachai Chearavanont1 Vice Chairman and Remuneration and Nomination Committee
10. Mr. Tanin Buranamanit1 Vice Chairman and Vice Chairman of Executive Committee
11. Mr. Adirek Sripratak1 Director
112 Mr. Umroong Sanphasitvong1 Director, Member of Executive Committee, Sustainability and Corporate Governance Committee
13. Mr. Narong Chearavanont1 Director
14. Mr. Prasert Jarupanich1 Director
15. Mr. Pittaya Jearavisitkul1 Director and Vice Chairman of Executive Committee
16. Mr. Piyawat Titasattavorakul1 Director and Vice Chairman of Executive Committee
  1. Directors No. 8 - 16 are Authorized Directors.
  2. Director No. 2 Pol. Gen. Dumrongsak Kittiprapas was appointed as an Independent Director on November 10, 2023 to replace Pol. Gen. Pacharawat Wongsuwan, who resigned from directorship on August 30, 2023

Definition

  • Executive Directors: The directors who hold a position in the management and are involved in the day-to-day operations of the organization
  • Non-Executive Directors : The directors who do not hold a position in the management, may or may not be an independent directors, and are not involved in the day-to-day operations of the organization
  • Independent Directors : Independent or outside directors who are not engaged in the day-to-day management of the organization and are not major shareholders. Furthermore, independent directors must have no such connection with a major shareholder, group of major shareholders, or other stakeholders Qualification of Directors Reference to CP All’s Board Charter

The Company’s Board plays an important role in driving the organization, entrusted with the responsibility to ensure our corporate governance approach facilitates the Company towards the objectives and the goals of creating the highest value. Good corporate governance is built on the foundation of social and environmental responsibility, equal treatments to stakeholders—guided by the Corporate Governance and Anti-Corruption Policies. The Company’s corporate governance approach, defector, complies with relevant legal requirements, corporate goals and regulations, the Board’s charters, guidelines, and resolutions, as well as Shareholders’ resolutions. More info of the Board of Directors

2. The Board of Directors Positions in Sub-Committees

There are 3 Sub-Committees under the Company’s Board of Directors – the Audit Committee, the Sustainability and Corporate Governance Committee and the Remuneration and Nomination Committee. The committees under the Chairman of the Executive Committee are the Executive Committee and the Risk Committee.

Audit Committee

1. Mr. Padoong Techasarintr*Chairman, Audit Committee
2. Mr. Pridi BoonyoungMember, Audit Committee
3. Mrs. Nampung WongsmithMember, Audit Committee

* Member of the Audit Committee possessing the relevant knowledge and experience in finance and accounting, and able to review the credibility of the Financial Statements

Sustainability and Corporate Governance Committee

1. Adj Pro Prasobsook Boondech*Chairman, Sustainability and Corporate Governance Committee
2. Pol. Gen. Dumrongsak Kittiprapas*Member, Sustainability and Corporate Governance Committee**
3. Mr. Padoong Techasarintr*Member, Sustainability and Corporate Governance Committee
4. Mr. Umroong SanphasitvongMember, Sustainability and Corporate Governance Committee

* Independent Director
** Pol. Gen. Dumrongsak Kittiprapas was appointed on November 10, 2023, to replace Pol. Gen. Pacharawat Wongsuwan who resigned on August 30, 2023

Remuneration and Nomination Committee

1. Pol. Gen. Dumrongsak Kittiprapas*Chairman, Remuneration and Nomination Committee**
2. Mr. Padoong Techasarintr*Member, Remuneration and Nomination Committee
3. Mr. Suphachai ChearavanontMember, Remuneration and Nomination Committee

* Independent Director
** Pol. Gen. Dumrongsak Kittiprapas was appointed on November 10, 2023, to replace Pol. Gen. Pacharawat Wongsuwan who resigned on August 30, 2023

3. Summary of the Performance of the Committees for Last Year

Board of Directors’ Meeting

  • The Board of Directors’ Meeting is held once every quarter on a normal basis and extra meeting when needed. Directors must regularly attend the Board of Directors’ Meetings to be informed of and jointly make decisions on the Company’s business operations. At least 7 Board of Directors’ Meetings are organized each year according to the Charter of the Board of Directors
  • The Company specifies in the Corporate Governance Guideline in relation to Board’s role that directors should attend at least 75 percent of all board’s meetings held during the year which the dates will be predetermined one year in advance so that directors can arrange their schedule to attend the meeting. However, additional meetings may be called if there are special matters that require the Board’s approval or urgent matters that require the Board’s consideration
  • In 2023, a total of 9 Board of Directors’ Meetings were held which was appropriate for the duties and responsibilities of the Board and the operations of the Company. 94.37 percent of the Directors attended the meetings according to their respective terms. The Company also held one meeting for the Non-Executive Directors in 2023 which 9 directors from 10 directors attended, accounting for 90 percent
  • The meeting’s invitation, agenda and relevant documents were sent to the directors at least 7 days prior to the meeting date to allow sufficient time for the directors to study the information before decision-making. In the consideration of any issue, the directors are entitled to look at or check the related documents and ask the management to provide additional information
  • The Company has not yet implemented a written policy for the minimum quorum of at least 2/3 of the Board member for board, accounting for 66.67 percent decisions to be valid to facilitate the participation in the board meeting. The Company, however, has continued to act in accordance with this rule for many years which is shown in the table of Names of the Board of Directors and Board Members Attendance. In 2023, 9 Board of Directors’ meetings were held. There were 3 meetings which all of the directors were present, and there were 3 meetings which 15 directors from 16 directors attended, accounting for 93.75 percent of attendance rate. There was one meeting which 13 directors from 16 directors attended, accounting for 81.25 percent of attendance rate, and there were 2 meetings which 14 directors from 15 directors attended, accounting for 93.33 percent of attendance rate
  • In every meeting, the management were asked questions raised by directors. The directors exercised careful, independent and transparent judgment with fair consideration for the interests of shareholders and stakeholders. Directors with vested interests in the matter under consideration must leave the meeting during consideration of that matter. The Chairman also provided sufficient time for directors to discuss problems and possible solutions. Management related to the presented agenda item were invited to the meeting to provide additional details and answer questions, which is also a good opportunity for the management to get to know the high-level executives for further job-handover
  • After the Board of Directors’ Meetings, the minutes of meeting were prepared, approved by the Board and filed at the Company Secretary Office for future reference and verification by directors and related persons. In addition, the Company Secretary coordinated to all departments to strictly perform its duties in line with the resolutions of the Board of Directors
  • In some cases, the Company organized for outside consultants or experts to provide advice or additional information to the Board of Directors, at the Company’s expense

Names of the Board of Directors and Board Members Attendance for the Year 2023

Name - Surname Positions Board of Directors (9 ครั้ง) Non-Executive Directors Meeting (1 time) Shareholders’ Annual General Meeting (1 time)
1. Adj. Pro. Prasobsook Boondech Independent Director 9/9 1/1 1/1
2. Pol. Gen. Phatcharavat Wongsuwan** Independent Director 6/6 - 1/1
2. Pol. Gen. Dumrongsak Kittiprapas*** Independent Director 1/1 - -
3. Mr. Padoong Techasarintr Independent Director 9/9 1/1 1/1
4. Mr. Pridi Boonyoung Independent Director 9/9 1/1 1/1
5. Mrs. Nampung Wongsmith Independent Director 9/9 1/1 1/1
6. Pro. Dr. Kittipong Kittayarak Independent Director 8/9 1/1 1/1
7. Mr. Soopakij Chearavanont Chairman 7/9 - 1/1
8. Mr. Korsak Chairasmisak* Vice Chairman 8/9 - 1/1
9. Mr. Suphachai Chearavanont Vice Chairman 7/9 1/1 0/1
10. Mr. Tanin Buranamanit* Vice Chairman 9/9 - 1/1
11. Mr. Adirek Sripratak Director 9/9 1/1 1/1
12. Mr. Umroong Sanphasitvong* Director 9/9 - 1/1
13. Mr. Narong Chearavanont Director 7/9 1/1 1/1
14. Mr. Prasert Jarupanich Director 9/9 1/1 1/1
15. Mr. Pittaya Jearavisitkul* Director 9/9 - 1/1
16. Mr. Piyawat Titasattavorakul* Director 9/9 - 1/1

* Executive Director
** Pol. Gen. Phatcharavat Wongsuwan resigned on August 30, 2023
** Pol. Gen. Dumrongsak Kittiprapas was appointed as an Independent Director on November 10, 2023

Assessment of the Performance of the Board of Directors

The Company has established an evaluation process of the performance of the Board of Directors of the Company and all sub-committees on an annual basis at least once a year. This is to enable the Directors of the Company to review and consider their respective performance outputs and achievements together with the various associated issues or obstacles in discharging their duties during the year, which will then enable them to improve their effectiveness as the Board of Directors through having a clearer understanding of their individual responsibilities, as well as to enhance the working relationships between the Board of Directors and the Management. The performance evaluation of the Board of Directors is divided into 2 types, that is, assessment of the overall performance of the Board of Directors as a whole and self-assessment of the performance of the individual director.

Remuneration of Individual Director

The Remuneration and Nomination Committee considers payment criteria and forms of director compensation before presenting to the Board of Directors and the shareholders’ meeting for approval every year. The remuneration of directors is adjusted to be comparable to other companies in the same industry and appealing enough to attract and retain quality directors.

(1) Cash Remuneration

The 2023 Annual General Meeting of Shareholders dated April 21, 2023, approved the remuneration for directors at the same rate as approved in the Annual General Meeting of Shareholders Year 2022 dated April 22, 2023, which is also the same rate as approved in the Annual General Meeting of Shareholders dated April 21, 2016 as follows:

1. Independent Director who is the Chairman of the sub-committee120,000 Baht/person
2. Independent Director who is the member of the sub-committee100,000 Baht/person
3. Independent Director who is not a member of the sub-committee80,000 Baht/person
4. Chairman120,000 Baht/person
5. Vice Chairman100,000 Baht/person
6. Director60,000 Baht/person

The Independent Director who is the member of several sub-committees shall receive only the highest rate of only one sub-committee. In addition, the shareholders’ meeting approved the bonus for directors at the rate of 0.50 percent of the dividend paid to the shareholders. The Chairman of the Board will allocate the appropriate amount of bonus to each director.

Remuneration for Directors from 1 January to 31 December 2023 (Unit : Million Baht)

Name - Surname Positions Remuneration Bonus Total
1. Adj. Pro. Prasobsook Boondech Chairman of Sustainability and Corporate Governance Committee, and Independent Director 1,440,000 2,847,000 4,287,000
2. Pol. Gen. Phatcharavat Wongsuwan Chairman of Remuneration and Nomination Committee, Sustainability and Corporate Governance Committee, and Independent Director 960,000 2,847,000 3,807,000
2. Pol. Gen. Dumrongsak Kittiprapas* Chairman of Remuneration and Nomination Committee, Sustainability and Corporate Governance Committee, and Independent Director 204,000 - 204,000
3. Mr. Padoong Techasarintr Chairman of Audit Committee, Sustainability and Corporate Governance Committee, Remuneration and Nomination Committee, and Independent Director 1,440,000 2,847,000 4,287,000
4. Mr. Pridi Boonyoung Audit Committee and Independent Director 1,200,000 2,372,000 3,572,000
5. Mrs. Nampung Wongsmith Audit committee and Independent director 1,200,000 2,372,000 3,572,000
6. Pro. Dr. Kittipong Kittayarak Independent Director 960,000 1,898,000 2,858,000
7. Mr. Soopakij Chearavanont Chairman 1,440,000 2,847,000 4,287,000
8. Mr. Korsak Chairasmisak Vice Chairman 1,200,000 2,372,000 3,572,000
9. Mr. Suphachai Chearavanont Vice Chairman, and Remuneration and Nomination Committee 1,200,000 2,372,000 3,572,000
10. Mr. Tanin Buranamanit Vice Chairman 1,200,000 2,372,000 3,572,000
11. Mr. Adirek Sripratak Director 720,000 1,423,000 2,143,000
12. Mr. Umroong Sanphasitvong Director, and Sustainability and Corporate Governance Committee 720,000 1,423,000 2,143,000
13. Mr. Narong Chearavanont Director 720,000 1,423,000 2,143,000
14. Mr. Prasert Jarupanich Director 720,000 1,423,000 2,143,000
15. Mr. Pittaya Jearavisitkul Director 720,000 1,423,000 2,143,000
16. Mr. Piyawat Titasattavorakul Director 720,000 1,423,000 2,143,000
รวม 16,764,000 33,684,000 50,448,000

* Pol. Gen. Dumrongsak Kittiprapas was appointed on November 10, 2023, to replace Pol. Gen. Pacharawat Wongsuwan who resigned on August 30, 2023

In addition, the Company’s Audit Committee received the remuneration of Baht 38,000 from the Company’s subsidiary (i.e., Panyapiwat Institute of Management) for being their Audit Committee in 2023.

Remuneration for Directors of Subsidiaries’ Company (CP Axtra Public Co., Ltd.) from January 1 to December 31, 2023 (Unit : Million Baht)

Name - Surname Positions Remuneration Bonus Total
1. Mr. Supachai Chearavanont Chairman 1,860,000 2,455,000 4,315,000
2. Adj. Pro. Prasobsook Boondech Independent director / Chairman of the Nomination and Remuneration Committee 1,380,000 1,745,600 3,125,600
3. Mr. Korsak Chairasmisak Director/First Vice Chairman/Member of the Nomination and Remuneration Committee 1,260,000 1,663,100 2,923,100
4. Mr. Tanin Buranamanit Director/Second Vice Chairman/Chief Executive Officer 1,200,000 1,104,500 2,304,500
5. Mr. Umroong Sanphasitvong Director and Member of the Corporate Governance Committee 1,260,000 1,663,100 2,923,100
6. Mr. Adirek Sripratak Director 1,200,000 1,584,100 2,784,100
7. Mr. Narong Chearavanont Director 1,200,000 1,584,100 2,784,100
8. Mr. Prasert Jarupanich Director 1,200,000 1,584,100 2,784,100
9. Mr. Pittaya Jearavisitkul Director 1,200,000 1,584,100 2,784,100
10. Mr. Piyawat Titasattavorakul Director 1,200,000 1,584,100 2,784,100

(2) Other Remuneration

The Company has USD 40 million of the Directors’ and Officer’s Liabilities Insurance, which the premium is approximately Baht 3.2 million per year.

Remuneration for High-level Executives

High-level Executives’ Remuneration Policy and Criteria

The Board of Directors determines the policy on high-level executives’ remuneration to be at an appropriate level, fair, and in line with their responsibility in order to meet the expectations of various stakeholder groups and comply with related laws and regulations. The Remuneration and Nomination Committee has hired an independent expert to gather information and provide advice on establishing an appropriate compensation criteria and structure for high-level executives in order to present recommendations to the Board of Directors for approval. The following factors were taken into consideration:

  • The Company’s operating results with consideration to various pre-determined business indicators
  • Comparison of the Company’s operating results with other companies in the same industry
  • Ability to develop business and improve business efficiency of each business unit each year
  • Benchmarking with remuneration rates in the same industry

In 2018, the Board of Directors considered and approved the criteria and indicators for compensating high-level executives in the form of special bonus in addition to the current bonus in order to motivate and drive executives to achieve new goals. This will be considered from achievement of 3 goals, which are, Return of Equity (ROE), customer satisfaction, and the Dow Jones Sustainability Index (DJSI) scores, which evaluate the effectiveness of business operations in accordance with the Company’s sustainable development.

Performance and key performance indicators of CEO and executives

Performance related to key performance indicators (KPIs) in the short term covers the following indicators:

  • Financial returns (e.g. return on equity : ROE, return on assets : ROA , Earnings Before Interest and Taxes : EBIT and net profit)
  • Relative financial indicators compared to companies in the same industry (e.g. business growth compared to peers)
  • Other non-financial indicators (e.g. customer perspective, internal process perspective, and sustainability perspective)

Performance aimed at building the company’s long-term performance and management capabilities and leadership capabilities that will affect the company’s long-term sustainability.

The success of these KPIs reflects returns for the Chief Executive Officer and management. There is a transparent and reasonable process for determining compensation. compensation consists of salaries, bonuses, and special pension.

The Company evaluates the performance of chief executive officers, executives, and employees annually using the Core Performance Indicators of the Organization (KPI). Performance is evaluated based on : Metrics which supports corporate KPIs and special assignments (70%)  and core behaviors (30%) which is evaluated according to the behavior of Harmony & CP six core values.

CORPORATE KEY PERFORMANCE INDICATORS (KPIs)

Perspective Corporate Key Performance Indicators 2022
Financial Perspective (Revenue & Profit)
  • Net Profit
  • EBIT
  • Other Financial KPIs for Return on equity (ROE)
Customer Perspective (Customer base & Engagement)
  • Total Customer by Sale Platform
  • Customer Satisfaction
Internal Process Perspective (Organization Efficiency)
  • Business Growth
  • Operational Efficiency
  • ROFA
  • Human capital ROI
Sustainability Perspective (Stakeholders’ Trust)
  • Sustainability Performance : DJSI Score (Environmental Performance such as Operational Eco-Efficiency Social Performance, such as safety statistics, LTIFR, Fatality, and Governance Performance)
  • Most Trusted Company

Remuneration for Executive Committee and Executive Officers (High-level Executives)

(1) Cash Remuneration

Year Description No. of Executives (Person) Remuneration (Million Baht)
2023 Salary bonus and special penson 14 484.366
2022 Salary bonus and special penson 17 474.950
2021 Salary bonus and special penson 18 429.425
2020 Salary bonus and special penson 16 403.098
2019 Salary bonus and special penson 17 561.393
2022 Total company accumulated cash remuneration34,963 million Baht
Payment for Executive Committee and Executive Officers1.39%

(2) Other Remuneration

  • The Company has established a provident fund, with the Company contributing 2 percent of monthly salary. In 2023, the Company contributed a total of Baht 6.530 million to the provident fund for high-level executives, and paid Baht 8.990 million, Baht 8.521 million and Baht 6.642 million in 2022, 2021 and 2020 respectively.
  • The Company has established an Employee Joint Investment Program (EJIP) to provide incentives and keep personnel working with the Company for a long time. This 4th EJIP has a three-year term (October 2023 – September 2026). Executives who are eligible for the EJIP must work for the Company for at least 3 years. The Company will deduct 5 percent from the executives’ monthly salary and the Company will contribute 80 percent of the deductible amount from the executives each month. In 2023 (October – December), the Company paid total amount of Baht 2.383 million for high-level executives who joined the EJIP, and paid Baht 4.286 million, Baht 12.205 million and Baht 11.604 million in 2020, 2019 and 2018 respectively.

Remark : The Company suspended the 3rd Employee Joint Investment Program (EJIP) from the end of May 2020 to its ending period to relieve the burden of employees who voluntarily joined the program due to the COVID-19 situation.

Related Policy and Guideline

Corporate Governance PolicyDownload
Corporate Governance Guidelines for the Board of DirectorsDownload
Charter of the Board of DirectorsDownload
Audit Committee CharterDownload
Remuneration and Nomination Committee CharterDownload
Sustainability and Corporate Governance Committee CharterDownload
Corporate Legal Compliance GuidelineDownload
Guidelines to Trade Competition PolicyDownload
Conflict of Interest Policy and GuidelinesDownload

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