CP ALL PUBLIC COMPANY LIMITED

บริษัท ซีพี ออลล์ จํากัด (มหาชน)

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Corporate Governance
Sustainability

Corporate Governance

Corporate Governance

Key Performance in 2022

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

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

Certified ISO 27701 standard for Privacy Information Management System (extended from ISO/IEC 27001 Information Security Management System) from the Privacy Management System

Elevated the quality of CAC membership to Change Agent, expanding transparent business conduct network to SMEs suppliers by encouraging supplier companies to commit and become part of CAC for the 2nd consecutive year

ร้อยละ  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

ร้อยละ  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

Received Cyber Security Rating from an external party (BITSIGHT) at an Advanced level

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 2022

The Board of Directors’ Composition

15  persons
1  persons
16.9  year
5  persons
6  persons
5  persons

Governance and Anti-Corruption Training and Assessment

Employees of CP ALL

75918  persons
75918  persons
75918  persons

Employees of Subsidiaries

91483  persons
91483  persons
91483  persons

คู่ค้าลำดับที่ 1

1985  persons
1985  persons
1655  persons

Create a work culture in compliance with laws, rules, and regulations

100%
100%

Breach Case

Corruption cases identified

    2022
Corruption found
701
Corruption cases investigatedand confirmed
701
Cases resolved
701

Proportion of operations with corruption cases

100%
0%
0%

Average corruption rate at 7-Eleven stores per year

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

0
0
0

Risks and Opportunities

Good corporate governance enhances the efficiency of an organization's business operations by reinforcing business competitiveness and building trust. In a similar light, the Company’s business operations that embrace good ethics, fairness, human rights principles, and Anti-Corruption will enhance the confidence of stakeholders and attract investors’ interest. The values ingrained within the Company are important guidelines that drive the organization toward sustainable business operations. In addition, as the Company efficiently manages risks that may occur in the organization under the law and supervises relevant agencies, along with communicating and building understanding for employees at all levels for them to be able to implement the guidelines correctly, the Company can reduce the risk of human rights violations and the law. At present, the integration of sustainability and corporate governance is an imperative issue for stakeholders and a challenge for the Company to prepare and conduct business in order to become a leader in sustainability.

Management Approach

The Company has established a corporate governance and sustainability committee responsible for formulating corporate governance policies, sustainability policies, and Anti-Corruption policies, establishing business ethics and work practices, as well as continually reviewing the corporate governance policy. The Company is committed to regulators’ corporate governance principles in accordance with laws and international practices. The Company provides training courses on good governance and anti-corruption for employees at all levels, along with organizing a knowledge test after finishing the training. The objectives are raising awareness and promoting the understanding of good operations according to the principles of good governance, cultivating the mindset to become an organization that conducts business with efficiency and transparency, as well as driving the organization toward being a leader in sustainability in terms of good corporate governance.

In addition, the Company conducts business in accordance with legal practice guidelines and regulations related to business operations both within the country and abroad by adhering to the principles of Business Ethics and Code of Conduct, which are guidelines for operating and performing duties with honesty and transparency, adhering to the rule of law, fairness, integrity, customer-centricity, social responsibility, and impartiality. The Company considers all groups of stakeholders opposing human rights violations, not involved in soliciting or paying bribes, avoiding conflict of interest, and does not infringe the intellectual property or copyright of others.

Corporate Governance Policy

Governance Structure

Sub-committee

The Company has an independent sub-committee operation 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 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.

2022 Corporate Governance Survey of Thai Listed Companies (continuously)

The Company participated in a corporate governance disclosure of Thai listed companies by Institute of Directors (IOD). The assessment criteria comprise 5 categories of which are: 1) Shareholders’ rights, 2) Equal treatment to shareholders,3) Considerations to stakeholders’ roles, 4) Disclosure and Transparency, 5) the Board’s responsibilities. In 2022, the Company was assessed and ranked at Excellence or 5-star, with an above-average score compares to SET 100 Index and SET 50 Index companies in every category. Furthermore, the Company is in the Top Quartile of the Company with market capitalization of over 10,000 million Baht.

The Board of Directors Skill matrix

Name of Directors Skill Matrix of the Board of Director
Retail Business and Marketing Economics Finance and Banking Accounting and Internal Audit Risk & Crisis Management Digital Information Security & Cybersecurity Business Administration and Organization Law and Case Law Security and Society
1. Adj. Pro. Prasobsook Boondech       ✔   ✔ ✔ ✔
2. Police General Phatcharavat Wongsuwan       ✔   ✔ ✔ ✔
3. Mr. Padoong Techasarintr   ✔ ✔ ✔ ✔ ✔ ✔ ✔
4. Mr. Pridi Boonyoung     ✔ ✔     ✔  
5. Mrs. Nampung Wongsmith   ✔ ✔ ✔   ✔    
6. Adj. Pro. Dr. Kittipong Kittiyarak           ✔ ✔ ✔
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. Retail business and marketing, including expertise and work experience in logistics and distribution
  2. Economics, finance and banking, including expertise and work experience in fiscal, financial institution and capital market
  3. Digital Information security & cybersecurity, including expertise and work experience in E-Commerce
  4. Business administration and organization management, including work experience in organization management, international business and HR management
  5. Law and case-law, including expertise and work experience in the Civil and Commercial code, the Criminal code, international law and public law
  6. Security and Society, including expertise and work experience in national security, information and politics/government

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, 2022, 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. Phatcharavat Wongsuwan 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 Chearavanont2 Vice Chairman and Remuneration and Nomination Committee
10. Mr. Tanin Buranamanit1 Vice Chairman and Vice Chairman of Executive Committee
11. Mr. Adirek Sripratak2 Director
112 Mr. Umroong Sanphasitvong2 Director, Member of Executive Committee, Sustainability and Corporate Governance Committee
13. Mr. Narong Chearavanont2 Director
14. Mr. Prasert Jarupanich1 Director
15. Mr. Pittaya Jearavisitkul2 Director and Vice Chairman of Executive Committee
16. Mr. Piyawat Titasattavorakul2 Director and Vice Chairman of Executive Committee

Remarks: Directors No. 8 - 16 are Authorized Directors

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
  • Authorized Directors : Certification documents of the Company stipulate that the binding signatures must include 2 authorized directors – consisting of any authorized director from both Executive1 and Non-Executive 2 members, excluding the Chairman and Independent Directors for the existence of independence in compliance with good corporate governance principles. Both directors must sign and affix the Company’s seal.

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. Besides, there is one sub-committee under the Chairman of the Executive Committee which is the Executive Committee that performs duties on supervising the risk management of the Company.

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. Phatcharavat Wongsuwan*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

Remuneration and Nomination Committee

1. Pol. Gen. Phatcharavat Wongsuwan*Chairman, Remuneration and Nomination Committee
2. Mr. Padoong Techasarintr*Member, Remuneration and Nomination Committee
3. Mr. Suphachai ChearavanontMember, 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 2022, 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. 95% of the Directors attended the meetings. The Company also held one meeting for the Non-Executive Directors in 2022 which all Non-Executive Directors attended.
  • 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 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 2022, 8 Board of Directors’ meetings were held. There were 3 meetings which all of the directors were present, and there were 4 meetings meeting which one director was absent, accounting for 93.75% of attendance rate. There was one meeting which 13 directors from 16 directors attended, accounting for 81.25%.
  • 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 2022

Name List Positions Board of Directors
(8 times)		 Non-Executive 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. Phatcharavat Wongsuwan 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 7/8 1/1 1/1
5. Mrs. Nampung Wongsmith Independent Director 8/8 1/1 1/1
6. Adj. Pro. Dr. Kittipong Kittayarak Independent Director 7/8 0/1 1/1
7. Mr. Soopakij Chearavanont Chairman 6/8 1/1 1/1
8. Mr. Korsak Chairasmisak* Vice Chairman 8/8 - 1/1
9. Mr. Suphachai Chearavanont Vice Chairman 7/8 1/1 1/1
10. Mr. Tanin Buranamanit* Vice Chairman 7/8 1/1 1/1
11. . Mr. Adirek Sripratak Director 8/8 1/1 1/1
12. Mr. Umroong Sanphasitvong* Director 7/8 - 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

Remark: *Executive Director

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 2022 Annual General Meeting of Shareholders dated 22 April 2022 approved the remuneration for directors at the same rate as approved in the Annual General Meeting of Shareholders Year 2021 dated 23 April 2021, which is also the same rate as approved in the Annual General Meeting of Shareholders dated 21 April 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% 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 2022 (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 2,454,000 3,894,000
2. Pol. Gen. Phatcharavat Wongsuwan Chairman of Remuneration and Nomination Committee, Sustainability and Corporate Governance Committee, and Independent Director 1,440,000 2,454,000 3,894,000
3. Mr. Padoong Techasarintr Chairman of Audit Committee, Sustainability and Corporate Governance Committee, Remuneration and Nomination Committee, and Independent Director 1,440,000 2,454,000 3,894,000
4. Mr. Pridi Boonyoung Audit Committee and Independent Director 1,200,000 2,045,000 3,245,000
5. นMrs. Nampung Wongsmith Audit Committee and Independent Director 1,200,000 2,045,000 3,245,000
6. Adj. Pro. Dr. Kittipong Kittayarak* Independent Director 960,000 363,000 1,323,000
7. Mr. Soopakij Chearavanont Chairman 1,440,000 2,045,000 3,894,000
8. Mr. Korsak Chairasmisak Vice Chairman 1,200,000 2,045,000 3,245,000
9. Mr. Suphachai Chearavanont Vice Chairman, and Remuneration and Nomination Committee 1,200,000 2,045,000 3,245,000
10. Mr. Tanin Buranamanit Vice Chairman 1,200,000 1,227,000 2,427,000
11. Mr. Adirek Sripratak Director 720,000 1,227,000 1,947,000
12. Mr. Umroong Sanphasitvong Director, and Sustainability and Corporate Governance Committee 720,000 1,227,000 1,947,000
13. Mr. Narong Chearavanont Director 720,000 1,227,000 1,947,000
14. Mr. Prasert Jarupanich Director 720,000 1,227,000 1,947,000
15. Mr. Pittaya Jearavisitkul Director 720,000 1,227,000 1,947,000
16. Mr. Piyawat Titasattavorakul Director 720,000 1,227,000 1,947,000
Total 17,040,000 26,948,000 43,988,000

*Adj. Pro. Dr. Kittipong Kittayarak has been appointed as an Independent Director since 12 October 2021.

In addition, the Company’s Audit Committee received remuneration of Baht 38,000 from a subsidiary company (Panyapiwat Institute of Management) for being their Audit Committee in 2022.

Remuneration for Directors of Subsidiaries’ Company (Siam Makro Public Co., Ltd.) from January 1 to December 31, 2022 (Unit : Million Baht)

Name and Surname Positions Remuneration Bonus Total
1. Mr. Supachai Chearavanont Chairman 1,860,000 2,455,000 4,315,000
2. Adj. Pro. Prasobsook
Boondech(1)		 Independent director / Chairman of the Nomination and Remuneration
Committee		 1,322,333 1,663,100 2,985,433
3. Mr. Korsak Chairasmisak First Vice Chairman/ Member of the Nomination and Remuneration
Committee		 1,260,000 1,663,100 2,923,100
4. Mr. Tanin Buranamanit(2) Second Vice Chairman 836,667 - 836,667
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 1,583,900 2,783,900
7. Mr. Narong Chearavanont Director 1,200,000 1,583,900 2,783,900
8. Mr. Prasert Jarupanich Director 1,200,000 1,583,900 2,783,900
9. Mr. Pittaya Jearavisitkul Director 1,200,000 1,583,900 2,783,900
10. Mr. Piyawat Titasattavorakul Director 1,200,000 1,583,900 2,783,900

(1) There was remuneration adjustment for Adj. Pro. Prasobsook Boondech after the appointment
to be the Chairman of the Nomination and Remuneration Committee on 5 July 2022.
(2) Mr. Tanin Buranamanit has been appointed as a director on 20 April 2022.

(2) Other Remuneration

The Company has USD 40 Million of the Directors’ and Officer’s Liabilities Insurance, which the premium is approximately THB 2.7 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)
2022 Salary bonus and special penson 17 474.950
2021 Salary bonus and special penson 16 429.425
2020 Salary bonus and special penson 18 403.098
2019 Salary bonus and special penson 17 561.393
2022 Total company accumulated cash remuneration30,554 million Baht
Payment for Executive Committee and Executive Officers1.55%

(2) Other Remuneration

  • The Company has established a provident fund, with the Company contributing 2 percent of monthly salary. In 2022, the Company contributed a total of Baht 8.990 million to the provident fund for high-level executives, and paid Baht 8.521 million, Baht 6.642 million and Baht 6.035 million in 2021, 2020 and 2019 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. The 3rd EJIP which is a five year term ending on June 30, 2022. Executives who are eligible for the EJIP must work for the Company at least 3 years. The Company will deduct 5 percent or 7 percent (on a voluntary basis) from the employee’s monthly salary. The Company contributes 80 percent of the deductible amount from the employee in each month. In 2020 (January – May), the Company paid Baht 4.286 million for high-level executives who joined the EJIP, and paid Baht 12.205 million and Baht 11.604 million in 2019 and 2018 respectively

Remark : Due to the COVID-19 pandemic, the Company has temporarily suspended the Employee Joint Investment Program (EJIP) starting from June 1, 2020 to relieve the burden of employees who have voluntarily joined the program, until the COVID-19 situation eases

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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