Corporate Governance

Key Performance in 2024

Rated Excellent or 5-stars following corporate governance disclosure by the Thai Institute of Directors (IOD) for the 6th consecutive year

Received the CAC Change Agent Award 2024 from the Thai Institute of Directors Association for the 4th consecutive year

Encouraged suppliers to commit and become part of Thai Private Sector Collective Action Against Corruption (CAC). 13 suppliers, accounting for 29.55% of all suppliers, participated in the training

Certified ISO 27701 standard for Privacy Information Management System (extension of ISO/IEC 27001 Information Security Management System)

Awarded Advanced Level for Cyber Security Rating by BITSIGHT

Received a score of 3.52 by Cybersecurity Resilience Survey 2024, a score higher than the industry average

Key Progress in 2024

Corporate Governance Self-Assessment (CG Self-Assessment) for executives at the general manager level or equivalent and above

Joint expansion of the transparency network with suppliers and SMEs to commit and declare anti-corruption intentions and conduct operations with good governance throughout the supply chain

Training and providing knowledge regarding legal risk prevention measures for offices, 7-Eleven stores and subsidiaries, inclusive of trade partners (Store Business Partner)

Training, providing knowledge and organizing cyber vaccine testing for employees at all levels to create awareness of potential criminal activities and cyber safety

Adopt information security standards and personal information management systems (ISO 27001 and ISO 27701) and continuous implementation within CP ALL Public Company Limited and its subsidiaries

Data Protection Impact Assessment (DPIA) on all activities which process personal data

Organize training courses and knowledge assessment via E-learning system for employees at all levels on sustainable development, which includes aspects of the environment, human rights, good governance,
anti-corruption measures, personal data protection and cyber security risk management

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

Results of the “Double Materiality Matrix”

Sustainability Dimensions

Governance and Economic Dimension

Impact level for application in business operations

Critical Material Topics

Progress against Short-term and Long-Term Goals

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

Performance Summary 2024

The Board of Directors’ Composition

Board of Directors

Males

Female

Average tenure is at

Executive Directors

Independent Directors

Non-executive Directors

Governance and Anti-Corruption Training and Assessment

Employees of CP ALL

Communicated

Written/Digital Acknowledgement

Training Provided

Employees of Subsidiaries

Communicated

Written/Digital Acknowledgement

Training Provided

Tier-1 Suppliers

Communicated

Written/Digital Acknowledgement

Training Provided

Create a culture of compliance with laws, regulations, and policies

Departments with legal and corruption risks have been assessed

Departments at risk have established risk management measures

Report on Fraud, Corruption, and Bribery Violations

Number of Confirmed Cases of Fraud, Corruption, and Bribery

Proportion of Operational Areas Affected by Fraud, Corruption, and Bribery Issues

Grievance regarding personal data violation investigated and confirmed

Customers’ data

Regulatory bodies

Risks and Opportunities

Good corporate governance is a key mechanism in organizational drive towards achieving established goals and intentions for sustainable business operations. Key factors in operations include the Board of Directors, which play a role in overseeing and monitoring the organization’s operations, ensuring transparency, preventing corruption, and being mindful of ethics, morality, and human rights, as well as upholding 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, attract investor interest, and support long-term organizational success.

Additionally, continuous development of risk management systems to align with laws and regulations, and oversight by relevant departments, in addition to communication and fostering understanding among employees at all levels, enables proper implementation by employees. This approach can reduce risks associated with legal violations and human rights issues related to business operations.

Management Approach

The Company Sustainability and Corporate Governance Committee establishes, manages, and reviews corporate governance policies, sustainability policies, anti-corruption policies, as well as business ethics and codes of conduct, to ensure alignment with corporate governance principles according to regulatory agencies, laws, and international standards. In addition, the Company has organized training workshops and post-training assessments covering aspects involving the environment, human rights, good governance, anti-corruption, personal data protection risk management and cyber security. The focus of this approach includes promoting good conscience among employees at all levels, maintaining operations according to good governance principles, creating an organization which conducts business sustainably, transparently, and becoming an industry leader in sustainability and good corporate governance.

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, the Company continuously considers the interests of all stakeholders and demonstrates responsibility towards communities, 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

1. Environmental

– Resource Management
– Emission Reduction
– Environmental Accidents
– Risk Mitigation

2. Social

– Human Rights
– Community Relations
– Supply Chain Monitoring

3. Governance

– Executive Compensation
– Shareholder’s Rights
– Accountability of Board Leadership
– Vision

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.

Skills required for recruiting company directors

There is a diversity among the Board’s members in terms of qualifications, gender, age, educational background, and experience, without limiting other differences. Members possess skills aligned with the Company’s business strategy, as outlined in the Board Skill Matrix as follows:

The Board of Directors Skill matrix

Name	Skill matrix
Name	Accounting & Finance	Economics & Banking	Administration & large organization management	Risk Management	Crisis Management	Business & Market	International Competition	Digital	Research & Development	Law & Case	Security & Society
1. Adj. Pro. Prasobsook Boondech			x	x	x					x	x
2. Pol. Gen. Dumrongsak Kittiprapas			x	x	x					x	x
3. Mr. Padoong Techasarintr	x	x	x	x	x			x		x	x
4. Mrs. Nampung Wongsmith	x	x	x	x
5.Mr. Somboon Ngamlak		x	x	x	x				x	x	x
6. Adj. Pro. Dr. Kittipong Kittiyarak			x				x		x	x	x
7. Mr. Soopakij Chearavanont	x	x	x	x	x	x	x				x
8. Mr. Korsak Chairasmisak		x	x	x	x	x	x		x		x
9. Mr. Suphachai Chearavanont			x	x	x	x	x	x	x		x
10. Mr. Tanin Buranamanit			x	x	x	x			x		x
11. Mr. Adirek Sripratak	x		x	x	x	x	x				x
12. Mr. Umroong Sanphasitvong	x	x	x	x		x	x				x
13. Mr. Narong Chearavanont	x		x		x	x	x	x	x		x
14. Mr. Prasert Jarupanich			x			x	x	x
15. Mr. Pittaya Jearavisitkul	x	x	x	x	x	x
16. Mr. Piyawat Titasattavorakul			x	x	x	x			x		x

Administration and management of large organization include determining corporate visions and missions and human resource management
Business and marketing include logistics and distribution
Digital includes E-commerce, technology, information security & cyber security
Law and litigation include business laws, securities laws, and tax laws
Security and society include environment, community, and safety
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

Essential skills for recruiting senior executives (CEO,CEO-1,CEO-2)

In order for the organization to compete in a highly competitive market and maintain its growth sustainably, the Company has policies and programs in place for successor and development as well as for succession planning for senior management positions To ensure that executives or leaders in important positions in the organization will have successors. The company has determined the necessary skills for senior executives as follows:

1. CPALL Leadership DNA
Ability to think (able to think)	Communication ability (speaking)	Ability to act (achieve success)	Ability to work with others (understand people)	Ability to have a worldview (have a worldview)
2. Leadership characteristics (faith)-11 Leadership
Sincerity / Non-arrogance / Verbal Consciousness / Non-Power Abusive Good Role Modeling / Possessing Fairness / Merciful / Decisive Societal Care / Cultivating Good People / Open Mindedness
3. Professional knowledge (able) – Knowledge
4. Expertise experience (experience)

Senior Executive Recruitment Process (CEO, CEO-1 ,CEO-2)

The Company conducted the selection of successors from the talent pool and evaluated successors’ readiness using various tools, including psychological tools, 360-degree feedback, and assessments of their readiness for higher positions. The results were then used to create Individual Development Plans (IDPs) The Company will monitor and report the progress of the development to the Personnel Committee and top management regularly to ensure that those selected (Candidate Nomination) Be ready to inherit important positions in the organization

Other Information

Management Structure by the Company’s Board of Directors

1. Board of Directors

As of December 31, 2024, 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. Mrs. Nampung Wongsmith	Independent Director and Audit Committee
5. Mr. Somboon Ngamlak	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

Directors No. 8 – 16 are Authorized Directors.Director No. 4 Mr. Somboon Ngamlak was appointed as an Independent Director and Audit Committee on September 1, 2024 to replace Mr. Pridi Boonyoung, Independent Director and Audit Committee who resigned from directorship on the same dateDirectors No. 8 – 16 are Authorized Directors.
Directors No. 8 – 16 are Authorized Directors. Authorized directors from Group 1 sign together with authorized directors from Group 2, two authorized directors jointly sign and affix the Company’s seal to bind the Company. This excludes the chairman and independent directors to maintain their independence, as per good corporate governance principles

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

The Company’s Audit Committee is appointed by the Board of Directors and consist of at least 3 directors; whereby all are required to be Independent Directors who are not the Executives of the Company. The Manager of the Internal Audit Office shall act as the Secretary of the Audit Committee.

1. Mr. Padoong Techasarintr*	Chairman, Audit Committee
2. Mr. Somboon Ngamlak**	Member, Audit Committee
3. Mrs. Nampung Wongsmith	Member, 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
** Mr. Somboon Ngamlak was appointed as an Audit Committee on September 1, 2024 to replace Mr. Pridi Boonyoung, who resigned from directorship on the same date

Sustainability and Corporate Governance Committee

The Sustainability and Corporate Governance Committee is appointed by the Board of Directors’ Meeting and is comprised of at least 3 directors, with at least half being Independent Directors and with Mr. Supot Shitgasornpongse, the Company Secretary, acting as the Secretary of the 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 Sanphasitvong	Member, Sustainability and Corporate Governance Committee

* Independent Director

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is appointed by the Board of Directors and is comprised of 3 persons, with at least half must be Independent Directors, with Ms. Lawan Tienghongsakul, Senior Vice President – Human Resource acting as Secretary to the Committee.

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

* Independent Director

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% 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 2024, a total of 8 Board of Directors’ Meetings were held which was appropriate for the duties and responsibilities of the Board and the operations of the Company. 98.4% 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 11 directors from 11 directors attended, accounting for 100%.
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% 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 2024, 8 Board of Directors’ meetings were held. There were 6 meetings which all of the directors were present, and there were 2 meetings which 15 directors from 16 directors attended, accounting for 93.8% 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 2024

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

* Executive Director
** Mr. Pridi Boonyoung resigned on August 15, 2024 with an effective date on September 1, 2024
** Mr. Somboon Ngamlak was appointed as an Independent Director on September 1, 2024

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 2024 Annual General Meeting of Shareholders dated 26 April 2024 approved the remuneration for directors at the same rate as approved in the Annual General Meeting of Shareholders Year 2023 dated April 21, 2023, which is also the same rate as approved in the Annual General Meeting of Shareholders Year 2016 dated April 21, 2016 as follows:

1. Independent Director who is the Chairman of the sub-committee	120,000 Baht/person
2. Independent Director who is the member of the sub-committee	100,000 Baht/person
3. Independent Director who is not a member of the sub-committee	80,000 Baht/person
4. Chairman	120,000 Baht/person
5. Vice Chairman	100,000 Baht/person
6. Director	60,000 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% 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 2024 (Unit : Million Baht)

Name and Surname	Positions	Remuneration	Bonus	Total
1. Adj. Pro. Prasobsook Boondech	Chairman of Sustainability and Corporate Governance Committee, and Independent Director	1,440,000	3,858,000	5,298,000
2. Pol. Gen. Phatcharavat Wongsuwan*	Chairman of Remuneration and Nomination Committee, Sustainability and Corporate Governance Committee, and Independent Director	–	2,572,000	2,572,000
2. Pol. Gen. Dumrongsak Kittiprapas*		1,440,000	3,858,000	5,298,000
3. Mr. Padoong Techasarintr	Chairman of Audit Committee, Sustainability and Corporate Governance Committee, Remuneration and Nomination Committee, and Independent Director	1,440,000	3,858,000	5,298,000
4. Mr. Pridi Boonyoung**	Audit Committee and Independent Director	1,000,000	3,215,000	4,215,000
4. Mr. Somboon Ngamlak**	Audit Committee and Independent Director	200,000	–	200,000
5. Mrs. Nampung Wongsmith	Audit Committee and Independent Director	1,200,000	3,215,000	4,415,000
6. Adj. Pro. Dr. Kittipong Kittayarak	Independent Director	960,000	2,572,000	3,532,000
7. Mr. Soopakij Chearavanont	Chairman	1,440,000	3,858,000	5,298,000
8. Mr. Korsak Chairasmisak	Vice Chairman	1,200,000	3,215,000	3,572,000
9. Mr. Suphachai Chearavanont	Vice Chairman, and Remuneration and Nomination Committee	1,200,000	3,215,000	3,572,000
10. Mr. Tanin Buranamanit	Vice Chairman	1,200,000	3,215,000	3,572,000
11. Mr. Adirek Sripratak	Director	720,000	1,929,000	2,649,000
12. Mr. Umroong Sanphasitvong	Director, and Sustainability and Corporate Governance Committee	720,000	1,929,000	2,649,000
13. Mr. Narong Chearavanont	Director	720,000	1,929,000	2,649,000
14. Mr. Prasert Jarupanich	Director	720,000	1,929,000	2,649,000
15. Mr. Pittaya Jearavisitkul	Director	720,000	1,929,000	2,649,000
16. Mr. Piyawat Titasattavorakul	Director	720,000	1,929,000	2,649,000
Total		17,040,000	44,914,000	61,954,000

* Pol.Gen. Dumrongsak Kittiprapas has been an Independent Director since November 10, 2023 to replace Pol. Gen. Pacharawat Wongsuwan, who resigned on August 10, 2023
** Mr. Somboon Ngamlak has been an Independent Director since September 1, 2024 to replace Mr. Pridi Boonyoung, who resigned on the same date

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 2024.

Remuneration for Directors of Subsidiaries’ Company (CP Axtra Public Co., Ltd.) from January 1 to December 31, 2024 (Unit : Million Baht)

Name and Surname	Positions	Remuneration	Bonus	Total
1. Mr. Supachai Chearavanont	Chairman / Chairman of the Executive Committee	1,860,000	2,790,000	4,650,000
2. Adj. Pro. Prasobsook Boondech	Independent director / Chairman of the Nomination and Remuneration Committee	1,380,000	2,070,000	3,450,000
3. Mr. Korsak Chairasmisak	Director/ First Vice Chairman/ Member of the Nomination and Remuneration Committee	1,260,000	1,890,200	3,150,000
4. Mr. Tanin Buranamanit	Director / Third Vice Chairman / Vice Chairman of the Executive Committee / Group Chief Executive Officer / Group Chief Retail Business Officer	1,200,000	1,800,200	3,00,200
5. Mr. Umroong Sanphasitvong	Director / Member of the Corporate Governance and Sustainable Development Committee / Member of the Executive Committee	1,260,000	1,890,200	3,150,000
6. . Mr. Adirek Sripratak	Director	1,200,000	1,800,200	3,00,200
7. Mr. Narong Chearavanont	Director / Second Vice Chairman / Vice Chairman of the Executive Committeeร	1,200,000	1,800,200	3,00,200
8. Mr. Prasert Jarupanich	Director	1,200,000	1,800,200	3,00,200
9. Mr. Pittaya Jearavisitkul	Director / Member of the Executive Committee	1,200,000	1,800,200	3,00,200
10. Mr. Piyawat Titasattavorakul	Director / Member of the Executive Committee	1,200,000	1,800,200	3,00,200
Total		12,960,000	19,441,900	32,401,900

(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 2023
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)
2024	Salary bonus and special penson	13	561.393
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

2024 Total company accumulated cash remuneration	39,750 million Baht
Payment for Executive Committee and Executive Officers	1.32%

(2) Other Remuneration

The Company has established a provident fund, with the Company contributing 2% of monthly salary. In 2024, the Company contributed a total of Baht 6.866 million to the provident fund for high-level executives, and paid Baht 6.530 million, Baht 8.990 million and Baht 8.521 million in 2023, 2022 and 2021 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% from the executives’ monthly salary and the Company will contribute 80% of the deductible amount from the executives each month. In 2024, the Company paid total amount of Baht 9.442 million for high-level executives who joined the EJIP, and paid Baht 2.383 million, Baht 4.286 million, Baht 12.205 million and Baht 11.604 million in 2023 (October – December), 2020 (January – May), 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 Policy	Download
Corporate Governance Guidelines for the Board of Directors	Download
Charter of the Board of Directors	Download
Audit Committee Charter	Download
Remuneration and Nomination Committee Charter	Download
Sustainability and Corporate Governance Committee Charter	Download
Corporate Legal Compliance Guideline	Download
Guidelines to Trade Competition Policy	Download
Conflict of Interest Policy and Guidelines	Download