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 2025
In 2025, the Company received no complaints or allegations related to corruption and identified no incidents involving the misuse of inside information.
The Group conducted annual business ethics and anti-corruption training, with 100% of new employees and 88% of existing employees completing the training and acknowledging the relevant policies and practices.
The Group communicated and enforced its No Gift Policy among directors, executives, employees, subsidiaries, business partners, and stakeholders, while maintaining its membership in the Thai Private Sector Collective Action Against Corruption (CAC) and its 5-Star Corporate Governance Rating.
The Audit Committee oversaw the Group's internal control system. In 2025, two internal and external audits were conducted, with continuous follow-up on audit recommendations to strengthen internal controls.
The Company maintained independent, secure, and confidential whistleblowing and grievance channels, together with measures to protect whistleblowers from retaliation or discrimination.
The Group integrated ESG performance indicators into executive performance evaluations. In 2025, the Chief Executive Officer (CEO) achieved an average score of 96%, while senior executives achieved an average score of 95%, both rated as “Excellent”.
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 practices, covering the Corporate Governance Code for Listed Companies 2017, which comprises the following 8 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 2025, 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 2 executive directors and 8 non-executive directors, accounting for 80% 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 Skill Matrix
| Board Skill Matrix | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Names / Areas of Expertise |
Gender
|
Age
|
Independent Director
|
Industrial Materials & Machinery
|
Marketing
|
Accounting
|
Finance
|
Economics
|
Corporate Management
|
Law
|
Governance / Compliance
|
Risk Management
|
Human Resource Management
|
Audit
|
Engineering
|
Strategic Management
|
Business Administration
|
| 1. Mr. Kamthon Wangudom | M | 79 | |||||||||||||||
| 2. Emeritus prof. Samrieng Mekkriengkrai | M | 71 | |||||||||||||||
| 3. Mr. Dhana Buphavanit | M | 58 | |||||||||||||||
| 4. General Phairat Phoubon | M | 69 | |||||||||||||||
| 5. Mr. Monchai Pongstabadee | M | 59 | |||||||||||||||
| 6. Mr. Varut Tummavaranukub | M | 43 | |||||||||||||||
| 7. Ms. Thantaporn Kraipisitikul | F | 45 | |||||||||||||||
| 8. Mr. Tanawat Kraipisitikul | M | 41 | |||||||||||||||
| 9. Mrs. Thanyanee Kraipisitikul | F | 69 | |||||||||||||||
| 10. Ms. Lanlalit Maitreevithyanont | F | 39 | |||||||||||||||
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 2025* | 8 | 1 | 4 | 1 | 2 | 1 |
| Meeting Attendance Rate | 99% | 100% | 100% | 100% | 100% | 100% |
| Performance Evaluation Score (Percentage) | Whole Board: 97% Individual: 97% | Whole Board: 96% | Whole Board: 97% | Whole Board: 97% | Whole Board: 95% | Whole Board: 95% |
| Average individual evaluation score of sub-committee members: 97% | ||||||
* Meetings of the Board of Directors are held on a quarterly basis. The Company Secretary notifies the Board of Directors of the meeting schedule in advance during the fourth quarter of the preceding year to enable all directors to allocate sufficient time to attend Board meetings throughout the following year. The Company provides the notice of meeting, meeting agenda, and supporting documents to the directors at least 7 days in advance.
In addition, a meeting of the Board of Directors without management participation was held on 2 February 2026. This meeting provided an opportunity for the independent directors who are non-executive directors to discuss and exchange views on various matters, in order to formulate recommendations for business development. The objective was to ensure that the Company’s operations are conducted effectively and efficiently in accordance with its policies, strategies, vision, mission, and objectives, and in compliance with the principles of good corporate governance. The Chairman of the Board, who is an independent director, is responsible for reporting the outcomes of the meeting to the Chief Executive Officer (CEO).
Training and Development of Directors
The Group recognizes that, amid the rapid transformation of the energy industry and the emergence of new global risks, the Board of Directors, as the leadership of the organization, plays a vital role in driving the Company toward sustainable growth and long-term success. Therefore, the Board must continuously enhance its vision, knowledge, and competencies to keep pace with the evolving business landscape.
In addition, the Group promotes a culture of knowledge sharing and experience exchange within the organization to support continuous learning and development at all levels.
In 2025, the Group encouraged and supported the Board of Directors to participate in advanced training programs on a continuous basis to enhance their knowledge and develop the competencies required to strengthen the Board Skill Matrix, with a focus on the following three key areas:
Area 1: Innovation & Strategic Foresight
To drive the organization toward becoming an innovative organization and strengthen long-term strategic vision.
- Innovation Management System Development Program toward an Innovative Organization, organized by the National Innovation Agency (NIA), on 15 July 2025 (attended by 9 out of 10 Board members).
- Intensive Strategic Foresight (ISF), Class 2/2025, organized by the Thai Institute for Innovative Management Association (IOD), to enhance strategic foresight capabilities and strengthen preparedness for future uncertainties (attended by Mr. Tanawat Kraipisitkul and Ms. Lanlalit Maitreevithyanont).
Area 2: Enterprise Risk Management (ERM)
To strengthen the Board's understanding of enterprise risk management and enhance preparedness for emerging risks.
- ERM Board Awareness Program (Session 1/2025), organized by EY Corporate Advisory Services Co., Ltd., on 29 September 2025 (attended by Mr. Tanawat Kraipisitkul, Mrs. Thanyanee Kraipisitkul, and Ms. Lanlalit Maitreevithyanont).
Area 3: Financial Excellence & Leadership Development
To strengthen knowledge in finance, financial governance, and leadership development.
- e-Learning Program: CFO's Refresher 2025, designed to update participants on the latest financial and accounting standards (attended by Mr. Dhana Bubphavanich).
- Satir Therapy Basic & Advanced Program, (Self Development, Transformation, and Inner Stability), designed to develop leadership capabilities, held on 25 October 2025 (attended by Mr. Tanawat Kraipisitkul and Ms. Lanlalit Maitreevithyanont).
Whistleblowing & Complaint Handling Measures
The Group has established whistleblowing and grievance mechanisms for employees and external parties, together with clear procedures for reporting, investigation, and appropriate corrective actions. The mechanisms emphasize the protection of the rights and confidentiality of whistleblowers and complainants acting in good faith, in order to prevent retaliation, discrimination, or any form of unfair treatment, in accordance with the principles of good corporate governance.
Further details on the Group's whistleblowing and grievance procedures are available in the relevant policies and guidelines.
Scope of Whistleblowing and Grievances
The whistleblowing and grievance mechanisms cover, but are not limited to, the following matters:
- Fraud or corruption involving the Group, whether directly or indirectly, including the offering, giving, or receiving of bribes involving public officials or private sector entities.
- Violations of the Group's regulations, policies, procedures, or internal controls, including acts that may weaken the effectiveness of internal controls or create opportunities for fraud or corruption.
- Acts that may cause damage to the Group's interests, assets, reputation, or business operations.
- Acts that may result in human rights violations, discrimination, harassment, abuse, unfair labor practices, or breaches of business ethics, including business activities that may adversely affect communities, health and safety, the environment, or other stakeholders.