Corporate Governance



Key Performance in 2021
Risks and Opportunities
The most important point in fostering the Company to become more effective in business operations is to emphasize governance. This is the factor enhancing business competitiveness, building long-term trust for stakeholders and drawing investors’ interests, as well as a crucial approach in creating values to business and driving the Company towards sustainable growth. The Company is cognizant of business operations’ needs to be ethical, fair, transparent, and Anti-Corruption, also recognizing the importance of effective management of potential risks, under relevant governing parties’ regulations and criteria. This is in tandem with building understanding and communicating to employees at all levels for accurate implementation, minimize regulatory violation. Presently, integration of sustainability and governance is an issue stakeholders highly prioritize, it is thus a challenge to be embraced in order to continuously drive the Company’s leadership in sustainability.
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
2562 | ![]() ![]() ![]() ![]() ![]() |
Excellence |
2563 | ![]() ![]() ![]() ![]() ![]() |
Excellence |
2564 | ![]() ![]() ![]() ![]() ![]() |
Excellence |
2021 Goal | ![]() ![]() ![]() ![]() ![]() |
Excellence |
2030 Goal | ![]() ![]() ![]() ![]() ![]() |
Excellence |
Performance Summary 2021
The Board of Directors’ Composition
Tenure
Governance and Anti-Corruption Training and Assessment
Management and employees
Building a work culture of compliance to regulations, rules and protocols
Corruption
Corruption cases identified (case)

2021 | ||
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Corruption found in 2021 | 434 |
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Corruption cases investigated and confirmed in 2021 | 434 |
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Cases resolved in 2021 | 434 |
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
Management Approach
CP ALL Public Company Limited’s conduct on governance is overseen by the Sustainability and Governance Committee, responsible in stipulating corporate governance policy, sustainability policy, Anti-Corruption policy, as well as business thics and code of conduct. Furthermore, the Committee is also tasked with continuously reviewing governance policy to ensure relevance and alignment with the compliance department’s governance principle as appropriate. Furthermore, the Company organized training on governance and Anti-Corruption of employees at all levels. There were frequent assessments to test their knowledge and understanding, committed to raising awareness and fostering knowledge as well as understanding of operations per principle of good governance and good public mind. This facilitates the Company to operate business effectively and transparently, while simultaneously moving forward to become a sustainability leader.
Notably, the impacts following the COVID-19 Pandemic drew the Board of Directors’s attention to impacts on business operations and all stakeholder groups. The Company thus makes responses accordingly by stipulating COVID-19 prevention measures for employees in the office, distribution centres and 7-Eleven stores. This includes measures for customers, such as work from home measures and 7Delivery processes to minimize contact risks for 7-Eleven employees and customers. The welfare is also extended to encompass employees’ families as well.
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; the titleholders must be different persons. Additionally, the Company has disclosed performance regarding the Board’s technical expertise via the Board Skills Matrix, and Board Industry Experience to illustrate appropriate expertise, skills, and experience of the Company’s Board titleholders. This is in accordance with Global Industry Classification Standard (GICS), under Consumer Staples Category, enabling conducts which are responsive to the Company’s strategy, goals, and stakeholders effectively.
Board Skills Matrix
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For more details of the Board industry experience in accordance with the GICS Level 1classification at —> Board Industry Experience
2021 Corporate Governance Survey of Thai Listed Companies
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 2021, 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.
Other Information
Management Structure by the Company’s Board of Directors
1. Board of Directors
As of December 31, 2021, 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 Chairasmisak | Vice Chairman and Chairman of Executive Committee |
9. Mr. Suphachai Chearavanont | Vice Chairman and Remuneration and Nomination Committee |
10. Mr. Adirek Sripratak | Director |
11. Mr. Umroong Sanphasitvong | Director, Member of Executive Committee, Sustainability and Corporate Governance Committee |
12. Mr. Narong Chearavanont | Director |
13. Mr. Prasert Jarupanich | Director |
14. Mr. Pittaya Jearavisitkul | Director and Vice Chairman of Executive Committee |
15. Mr. Piyawat Titasattavorakul | Director and Vice Chairman of Executive Committee |
16. Mr. Tanin Buranamanit | Director, Member of Executive Committee, and Chief Executive Officer |
- Directors No. 8 – 16 are Authorized Directors
- Adj. Pro. Dr. Kittipong Kittiyarak has been appointed as an Independent director by the resolution of the Extraordinary General Meeting of Shareholders dated 12 October 2021
- Mr. Tanin Buranamanit has been appointed as a Vice Chairman by the resolution of the Board of Directors’ Meeting dated 23 December 2021, effective from 1 January 2022
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 2021
Name List | Positions | Board of Directors (9 times) |
NonExecutive Directors Meeting (1 time) | ผู้Shareholders’ Annual General Meeting (1 time) | Shareholders’ Extraordinary General Meeting (1 time) |
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1. Adj. Pro. Prasobsook Boondech | Independent Director | 9/9 | 1/1 | 1/1 | 1/1 |
2. Pol. Gen. Phatcharavat Wongsuwan | Independent Director | 9/9 | 1/1 | 1/1 | 1/1 |
3. Mr. Padoong Techasarintr | Independent Director | 9/9 | 1/1 | 1/1 | 1/1 |
4. Mr. Pridi Boonyoung | Independent Director | 9/9 | 1/1 | 1/1 | 1/1 |
5. Mrs. Nampung Wongsmith | Independent Director | 9/9 | 1/1 | 1/1 | 1/1 |
6. Adj. Pro. Dr. Kittipong Kittayarak** | Independent Director | 3/3 | 1/1 | – | – |
7. Mr. Soopakij Chearavanont | Chairman | 9/9 | 1/1 | 1/1 | 1/1 |
8. Mr. Korsak Chairasmisak* | Vice Chairman | 9/9 | – | 1/1 | 1/1 |
9. Mr. Suphachai Chearavanont | Vice Chairman | 8/9 | 1/1 | 1/1 | 1/1 |
10. Mr. Adirek Sripratak | Director | 9/9 | 1/1 | 1/1 | 1/1 |
11. Mr. Umroong Sanphasitvong* | Director | 9/9 | – | 1/1 | 1/1 |
12. Mr. Narong Chearavanont | Director | 9/9 | 1/1 | 1/1 | 1/1 |
13. Mr. Prasert Jarupanich | Director | 9/9 | 1/1 | 1/1 | 1/1 |
14. Mr. Pittaya Jearavisitkul* | Director | 9/9 | – | 1/1 | 1/1 |
15. Mr. Piyawat Titasattavorakul* | Director | 9/9 | – | 1/1 | 1/1 |
16. Mr. Tanin Buranamanit* | Director | 9/9 | – | 1/1 | 1/1 |
- Shareholder’s Meetings were held during the pandemic of the Coronavirus Disease 2019 (COVID-19) which limited the number of meeting participants
- * Executive Director
- ** Adj. Pro. Dr. Kittipong Kittayarak has been appointed as a Director since October 12, 2021
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 2021 Annual General Meeting of Shareholders dated 23 April 2021 approved the remuneration for directors the same rate as approved in the Annual General Meeting of Shareholders on 16 July 2020, which is also the same rate as approved in the Annual General Meeting of Shareholders on 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 2021 (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 | 3,730,000 | 5,170,000 |
2. Pol. Gen. Phatcharavat Wongsuwan | Chairman of Remuneration and Nomination Committee, Sustainability and Corporate Governance Committee, and Independent Director | 1,440,000 | 3,730,000 | 5,170,000 |
3. Mr. Padoong Techasarintr | Chairman of Audit Committee, Sustainability and Corporate Governance Committee, Remuneration and Nomination Committee, and Independent Director | 1,440,000 | 3,730,000 | 5,170,000 |
4. Mr. Pridi Boonyoung | Audit Committee and Independent Director | 1,200,000 | 3,110,000 | 4,310,000 |
5. Mrs. Nampung Wongsmith | Audit committee and Independent director | 1,200,000 | 3,110,000 | 4,310,000 |
6. Adj. Pro. Dr. Kittipong Kittayarak* | Independent Director | 213,333 | – | 213,333 |
7. Mr. Soopakij Chearavanont | Chairman | 1,440,000 | 3,730,000 | 5,170,000 |
8. Mr. Korsak Chairasmisak | Vice Chairman | 1,200,000 | 3,110,000 | 4,310,000 |
9. Mr. Suphachai Chearavanont | Vice Chairman, and Remuneration and Nomination Committee | 1,200,000 | 3,110,000 | 4,310,000 |
10. Mr. Adirek Sripratak | Director | 720,000 | 1,866,000 | 2,586,000 |
11. Mr. Umroong Sanphasitvong | Director, and Sustainability and Corporate Governance Committee | 720,000 | 1,866,000 | 2,586,000 |
12. Mr. Narong Chearavanont | Director | 720,000 | 1,866,000 | 2,586,000 |
13. Mr. Prasert Jarupanich | Director | 720,000 | 1,866,000 | 2,586,000 |
14. Mr. Pittaya Jearavisitkul | Director | 720,000 | 1,866,000 | 2,586,000 |
15. Mr. Piyawat Titasattavorakul | Director | 720,000 | 1,866,000 | 2,586,000 |
16. Mr. Tanin Buranamanit | Director | 720,000 | 1,866,000 | 2,586,000 |
Total | 15,813,333 | 40,422,000 | 56,235,333 |
* Adj. Pro. Dr. Kittipong Kittayarak has been appointed as a Director since October 12, 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 2021.
Remuneration for Directors of Subsidiaries’ company (Siam Makro Public Co., Ltd.) from January 1 to December 31, 2021 (Unit: Million Baht)
Name and Surname | Positions | Remuneration | Bonus | Total |
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1. Mr. Supachai Chearavanont | Chairman | 1,860,000 | 1,933,700 | 3,793,700 |
2. Adj. Pro. Prasobsook Boondech | Independent Director/ Member of the Nomination and Remuneration Committee | 1,260,000 | 1,511,500 | 2,771,500 |
3. Mr. Korsak Chairasmisak | First Vice Chairman/ Member of the Nomination and Remuneration Committee | 1,260,000 | 1,511,500 | 2,771,500 |
4. Mr. Umroong Sanphasitvong | Director and Member of the Corporate Governance Committee | 1,260,000 | 1,511,500 | 2,722,240 |
5. Mr. Adirek Sripratak | Director | 1,200,000 | 1,439,500 | 2,639,500 |
6. Mr. Narong Chearavanont | Director | 1,200,000 | 1,439,500 | 2,639,500 |
7. Mr. Prasert Jarupanich | Director | 1,200,000 | 1,439,500 | 2,639,500 |
8. Mr. Pittaya Jearavisitkul | Director | 1,200,000 | 1,439,500 | 2,639,500 |
9. Mr. Piyawat Titasattavorakul | Director | 1,200,000 | 1,439,500 | 2,639,500 |
(2) Other Remuneration
The Company has USD 40 Million of the Directors’ and Officer’s Liabilities Insurance, which the premium is approximately THB 2.5 Million per year.
Remuneration for High-level Executives
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.
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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2019 | Salary bonus and special pension | 17 | 561,393 |
2020 | Salary bonus and special pension | 16 | 403.098 |
2021 | Salary bonus and special pension | 18 | 437,945 |
2021 Total company accumulated cash remuneration | 25,564 Million Baht |
Payment for Executive Committee and Executive Officers | 1.71% |
(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 |