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
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
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
Key Progress in 2022
Significantly Affected Key Stakeholders
Supporting the SDGs
Performance Against Goal
2030 Goal
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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
Governance and Anti-Corruption Training and Assessment
Employees of CP ALL
Employees of Subsidiaries
คู่ค้าลำดับที่ 1
Create a work culture in compliance with laws, rules, and regulations
Breach Case
Corruption cases identified
2022 | ||
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Corruption found | |
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Corruption cases investigatedand confirmed | |
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Cases resolved |

Proportion of operations with corruption cases
Average corruption rate at 7-Eleven stores per year
Grievance regarding personal data violation (if any) investigated and confirmed

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 |
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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.
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The Board of Directors Skill matrix
Name of Directors | Skill Matrix of the Board of Director | |||||||
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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 | ✔ | ✔ | ✔ | ✔ |
- Retail business and marketing, including expertise and work experience in logistics and distribution
- Economics, finance and banking, including expertise and work experience in fiscal, financial institution and capital market
- Digital Information security & cybersecurity, including expertise and work experience in E-Commerce
- Business administration and organization management, including work experience in organization management, international business and HR management
- Law and case-law, including expertise and work experience in the Civil and Commercial code, the Criminal code, international law and public law
- 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 |
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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
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 Boonyoung | 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
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 Sanphasitvong | Member, 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 Chearavanont | Member, Remuneration and Nomination Committee |
* Independent Director
3. Summary of the Performance of the Committees for Last Year
Board of Directors’ Meeting
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) |
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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-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 2022 (Unit : Million Baht)
Name and Surname | Positions | Remuneration | Bonus | Total |
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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 |
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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:
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:
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 |
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Financial Perspective (Revenue & Profit) |
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Customer Perspective (Customer base & Engagement) |
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Internal Process Perspective (Organization Efficiency) |
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Sustainability Perspective (Stakeholders’ Trust) |
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Remuneration for Executive Committee and Executive Officers (High-level Executives)
(1) Cash Remuneration
Year | Description | No. of Executives (Person) | Remuneration (Million Baht) |
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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 remuneration | 30,554 million Baht |
Payment for Executive Committee and Executive Officers | 1.55% |
(2) Other Remuneration
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 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 |