Corporate Governance and Business Ethics
Importance and Mission
Sermsang Power Public Company Limited prioritizes good corporate governance, placing a strong emphasis on transparency, responsibility, and business ethics. The Group is committed to upholding ethical principles, responsible operations, and transparent information reporting to create value for stakeholders in both the short and long term. This approach helps build the Group's credibility, attract investors, and increase opportunities for easier access to funding and sustainability-linked support. It also aids in risk management and corruption prevention through stringent oversight and effective compliance with regulations and international standards.
The Group's ethical and responsible management serves as a crucial foundation for building confidence, maintaining competitiveness, and fostering trust among stakeholders in all sectors. Furthermore, it contributes to achieving the United Nations Sustainable Development Goals (SDGs), specifically SDG 16, which emphasizes promoting peaceful and inclusive societies, access to justice, and building effective, accountable, and inclusive institutions at all levels
SDGs in the Corporate Governance and Business Ethics
Goals and Performance Highlights
Goals
Enhancing the corporate governance policy to comprehensively cover the structure, roles, duties, and responsibilities of the Board of Directors, as well as principles of transparent management.
Ensuring that the group operates fairly to serve the best interests of stakeholders and shareholders.
Building an organization that promotes sustainability and fosters trust among all stakeholders.
Fostering trust and sustainability among stakeholders and relevant internal and external entities to ensure compliance with international standards.
Conducting business in accordance with ethical standards and principles of good corporate governance to ensure sustainable growth and social recognition.
Achieving sustainable business growth by focusing on creating meaningful employment, promoting economic development, and eliminating corruption.
Fostering a transparent corporate culture grounded in the principles of good corporate governance.
Performance Highlights 2024
In 2024, the Company received no complaints or allegations related to corruption. There were also no reported incidents of business ethics violations, which would encompass issues such as insider trading
SSP promotes a "No Gift Policy" to reinforce a corporate culture rooted in integrity, transparency, and fairness.
The company has established channels for filing complaints and reporting whistleblower tips.
The company has an internal control system under the supervision of the Audit Committee.
SSP has a code of business ethics that must be adhered to by directors, executives, and employees.
In 2024, the Company had no reported incidents of business ethics violations. Furthermore, there were no actions that violated regulatory body regulations, as indicated by zero fines for legal violations.
Management Approach
Corporate Governance Approach at Sermsang Power Corporation Public Company Limited (SSP) is firmly committed to integrating sustainability and good corporate governance across all aspects of its operations. The company has established the Corporate Governance and Sustainability Development Committee to formulate policies and operational guidelines that prioritize economic, environmental, and social considerations. The Board of Directors adheres to the principles of good corporate governance, including the rights of shareholders, equitable treatment of shareholders, roles of stakeholders, disclosure and transparency, and board responsibilities. SSP has outlined a code of conduct emphasizing integrity, transparency, good governance, and social ethics to ensure ethical practices. To prevent and address corruption, the company has implemented several measures such as anti-corruption policies and a supportive corporate culture, reporting and investigation procedures, and oversight of financial transactions. In addition, SSP has established sub-committees such as the Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, and the Executive Committee to ensure that operations align with corporate objectives. The Board is responsible for reviewing corporate governance policies, monitoring compliance, and overseeing the company’s business ethics. Lastly, the company has structured its procurement processes and evaluation criteria in accordance with its internal guidelines.
Principles and Policies in Corporate Governance
The Board of Directors places great importance on adhering to good corporate governance principles, in accordance with the Corporate Governance Code for Listed Companies 2017, which consists of the following 8 key principles.
01
Principle 1 Establish Clear Leadership Role and Responsibilities of the Board – Recognize the board’s role and responsibility as organizational leaders in delivering sustainable value to the business.
02
Principle 2 Define Objectives that Promote Sustainable Value Creation – Set business objectives and goals that align with long-term sustainability.
03
Principle 3 Strengthen Board Effectiveness – Enhance the board’s performance and overall effectiveness.
04
Principle 4 Ensure Effective CEO and People Management – Appoint and develop top executives and ensure effective human resource management.
05
Principle 5 Nurture Innovation and Responsible Business – Encourage innovation while operating with responsibility and accountability.
06
Principle 6 Strengthen Effective Risk Management and Internal Control – Ensure that appropriate risk management systems and internal controls are in place.
07
Principle 7 Ensure Disclosure and Financial Integrity – Maintain transparency and accuracy in financial reporting and disclosure.
08
Principle 8 Ensure Engagement and Communication with Shareholders – Promote active participation and open communication with shareholders.
Board Structure
In 2024, the Company's Board of Directors consisted of a total of 10 members, with the following details.
- The Chairman of the Board is an independent director and does not serve as an executive director or Chief Executive Officer (CEO).
- There were 3 executive directors and 7 non-executive directors, accounting for 70% of the total board.
- There were 5 independent directors, representing 50% of the total board members.
- The board included 3 female directors and 7 male directors, with a gender ratio of 3:7 (female to male).
All board members were appointed through a formal nomination process, considering legal qualifications and the criteria established by the Securities and Exchange Commission (SEC) of Thailand. The Nomination and Remuneration Committee has set specific guidelines and procedures to ensure the appointment of an effective board composed of individuals with the necessary qualifications, knowledge, skills, and diverse experience, as defined in the Skill Matrix, to carry out their governance duties effectively and deliver maximum value to the organization and all stakeholders.
The Company’s board comprises highly qualified professionals from various industries that are relevant to and supportive of the Group’s business. There are also five sub-committees, as follows:
- Audit Committee
- Risk Management Committee
- Nomination and Remuneration Committee
- Executive Committee
- The Corporate Governance and Sustainable Development Committee
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Board Skills Matrix
| Board Skills Matrix | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name/Specialized knowledge and expertise |
Gender
|
Age
|
Independent Director
|
Industrial
Management |
Marketing
|
Accounting
and Finance |
Management
|
Law
|
Corporate
Governance |
Risk
Management |
Human
Resources Management |
Audit
|
| 1. Mr. Kamthon Wangudom | M | 78 | ||||||||||
| 2. Emeritus Prof. Samrieng Mekkriengkrai | M | 70 | ||||||||||
| 3. Mr. Dhana Bubphavanich | M | 57 | ||||||||||
| 4. Ms. Thantaporn Kraipisitkul | F | 44 | ||||||||||
| 5. Mr. Tanawat Kraipisitkul | M | 40 | ||||||||||
| 6. Mr. Varut Tummavaranukub | M | 42 | ||||||||||
| 7. Mrs. Thanyanee Kraipisitkul | F | 68 | ||||||||||
| 8. General Phairat Phoubon | M | 68 | ||||||||||
| 9. Mr. Monchai Phongsathabodee | M | 58 | ||||||||||
| 10. Ms. Lanlalit Maitreevithyanont | F | 38 | ||||||||||
| Total | 5 | 10 | 5 | 5 | 10 | 2 | 10 | 5 | 2 | 3 | ||
Self-Assessment of the Board of Directors and Sub-Committees
To ensure that the Board of Directors conducts its corporate governance effectively and in accordance with the Corporate Governance Code, the Board has established an annual performance evaluation process using a Self-Assessment Form, which includes both collective and individual assessments.
Summary of Performance Results and Board Self-Assessment
- Collective self-assessment of the Board of Directors and individual director assessment (peer assessment format).
- Collective self-assessment of each sub-committee and individual member assessment (peer assessment format).
The Board of Directors conducted performance evaluations for all five sub-committees: the Executive Committee, the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Corporate Governance and Sustainable Development Committee. The purpose of these evaluations is to use the results to improve and enhance the effectiveness of each committee’s performance. The assessment covers three key areas: the structure and qualifications of the committee, the quality and effectiveness of meetings, and the roles, duties, and responsibilities of the committee.
Summary of the performance results and self-evaluation results of the committee
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| Board Meetings | Board of Directors | Executive Committee | Audit Committee | Risk Management Committee | Nomination and Remuneration Committee | Corporate Governance and Sustainability Development Committee |
|---|---|---|---|---|---|---|
| Number of Meetings in 2024** | 7 | 1 | 4 | 2 | 2 | 1 |
| Meeting Attendance Rate | 100%* | 100% | 100% | 100% | 100% | 100% |
| Performance Evaluation Score (Percentage) | As a whole 94% Individual level 95% | As a whole 91% Individual level 90% | As a whole 97% Individual level 98% | As a whole 90% Individual level 86% | As a whole 97% Individual level 98% | As a whole 86% Individual level 88% |
* Mr. Viwat Kraipisitkul served in the position until March 2024. Ms. Lanlalit Maitreevithyanont assumed the position in March 2024. - Details of the Board’s performance and self-assessment results are presented in the 2024 Annual Registration Statement/ Annual Report (Form 56-1 One Report) under the section titled “Report of Corporate Governance”.
** The meeting of Board of Directors is held every quarter. The Company Secretary will notify the board members of the meeting schedule in advance by the fourth quarter of the preceding year, so that all directors can allocate their time to attend the board meetings for the following year throughout the year. Letter of invitation, document and meeting agenda will be sent beforehand not less than 7 days. However, in 2024, a Board Meeting was held without the participation of executive directors (Independent Directors Meeting), held on 5th February 2024. This meeting provided an opportunity for independent directors, who are not executives, to discuss, deliberate, and express their opinions on various issues in order to summarize recommendations for the development of the Company’s business and management. The goal was to ensure the business operates in line with the Company’s policies, strategies, vision, mission, and objectives effectively and efficiently aligning with the CG Code. The Chairman of the Board, who is an independent director, is responsible for informing the CEO of the meeting outcomes.
Training and Development of Directors
The Group is committed to enhancing the capacity of its Board of Directors, recognizing that this is a key factor in driving the organization toward progress and sustainability. The Company continuously encourages directors to participate in relevant training and seminars to further develop their knowledge and skills for effective governance.
For newly appointed directors, the Group provides comprehensive onboarding support, including essential documents, an introduction to the business overview, and the operational approach of the Group, enabling new directors to gain a clear understanding of the business fundamentals and corporate vision.
In addition, the Group promotes a culture of organizational learning and knowledge-sharing, encouraging employees at all levels to participate in knowledge exchange to foster a sustainable learning environment. In 2024, directors who participated in training and seminars include:
- Mr. Varut Tummavaranukub: Enrolled in the Executive Program, Capital Market Academy (Class 34), organized by the Capital Market Academy. Training period: July – December 2024.
- Ms. Lanlalit Maitreevithyanont: Completed the Director Accreditation Program (DAP), Class 218/2024, organized by the Thai Institute of Directors Association (IOD). Date: May 8, 2024.
- Mr. Dhana Bubphavanich: Completed the e-Learning CFO’s Orientation for New IPOs (Thai), 2024, organized by The Stock Exchange of Thailand. Duration: 12 hours.