Corporate Governance
Challenges and Commitments
Good corporate governance is regarded as the cornerstone of GGC’s operations that will help prevent and reduce conflicts of interest, which may cause the shareholders and stakeholders to lose confidence in the Company's business. Therefore, to mitigate these risks, the Company intends to be a leader in the oleochemical business with good corporate governance, coupled with excellent management and take into account all stakeholders in all sectors at all times.
Key Stakeholders
Shareholder, Investor and Analyst
Customer
Government
Supplier and Business Partner
Community
Goals
membership status of the Coalition against Corruption (CAC) of the Thai Private Sector
in 2024
Management Approach
Sustainable Corporate Governance
GRI 2-10 (2021), GRI 2-12 (2021), GRI 2-13 (2021), GRI 2-15 (2021), GRI 2-19 (2021), GRI 2-20 (2021)
GGC is committed to conducting business in accordance with the principles of corporate governance by establishing a "Good Corporate Governance Policy" as a guideline for the Company's business operations. This is in line with the Principles of Good Corporate Governance for Listed Companies 2017 (CG Code) of the Securities and Exchange Commission (SEC) and international standards, such as the Dow Jones Sustainability Indexes (DJSI). The Policy is to be used as guidelines for work practices of the Board of Directors, executives and all employees to apply to work efficiently and with transparency. It covers key principles in 5 categories as follows:
Right of Shareholders
Equal Treatment of Shareholders
Responsibilities to Stakeholders
Disclosure of Information and Transparency
Responsibilities of the Board of Directors
GGC is aware of the issue of diversity of the Board of Directors. Therefore, a Board Diversity Policy, covering issues such as gender diversity has been enacted. GGC considers the proportion of independent directors and female directors, ethnicity and nationality diversity, a variety of skills, knowledge and expertise, and specific experiences that are consistent with the Company’s business operations, without restrictions or discrimination on gender, race, nationality, skin color, ethnicity or religion. GGC also considers candidates from the list or Director's Pool from the State Enterprise Policy Office (SEPO) and the Thai Institute of Directors Association (IOD) to promote diversity and suitability in recruiting the Board of Directors, to efficiently respond to the company's strategic plans and goals, for both the present and the future.
Board of Directors GRI 2-17 (2021)
Currently, the structure of the Board of Directors of GGC are as follows: There are 11 members, 1 female, and 7 independent directors who are knowledgeable and capable and have various expertise. At the same time, GGC has appointed 4 specific committees, consisting of an Audit Committee, a Nomination and Remuneration Committee, a Corporate Governance and Sustainable Development Committee, and a Risk Management Committee. A person can hold a position as a director of no more than 5 companies listed on the Stock Exchange of Thailand to ensure efficient management and care of each company.
For more details about the structure of the Board of Directors of the Company, see the 2022 Integrated Sustainability Report at Integrated Sustainability Report 2022
Board of Directors Nomination
GGC’s Nomination and Remuneration Committee Responsible for considering and recruiting qualified persons to be appointed as a director of the Company, with an emphasis on transparency and taking into account diversity both in terms of independence, specific skills, occupational fields, and experiences based on industry and business categories that comply with GICS (GICS Level 1 Sectors Classification) standards without any restrictions on gender, race, nationality, religion, age or cultural background. In addition, there is an election for the Board of Directors member selection annually to continuously review operational efficiency.
For more details about the development of directors and executives of the Company, see the annual information disclosure form/annual report 2022 (56-1 One Report) on the website at One Report 2022
The Board of Directors
Board of Directors’ Performance Evaluation GRI 2-18 (2021)
GGC evaluates the performance of the Board of Directors annually. For accurate and complete assessment, the Company divides the assessment into 3 types: 1) Overall Assessment 2) Self-Assessment, and 3) Cross-assessment. All 3 assessments have set indicators to measure results that are in line with good practice and principles of good corporate governance for listed companies in 2017 (CG Code) specified by the SEC. In 2022, the assessment results of the Board of Directors are as follows: overall assessment at 96.43%, self-assessment at 95.53%, and cross- assessment at 98%.
In this regard, in the event that executives perform their duties with defects or dishonesty, GGC can claim for damages and benefits received from executives, with reference to the Clawback Provision rule under Section 85 of the Public Company Act B.E. 2535 and Sections 89/7 and 281/2 of the Securities and Exchange Act B.E. 2535 as amended in the year 2008. Executives may be liable for both civil and criminal penalties.
Shareholder Structure and Voting Rights
GGC emphasizes equality for shareholders. The voting rights of shareholders are equal to 1 voting rights per 1 share, without offering Golden Share or Dual Class Share to any shareholder or under any conditions. In the event that shareholders hold a Non-Voting Depository Receipt (NVDR), they will not have the right to vote at the shareholders' meeting except for the exercise of voting rights to resolve the delisting of shares from being listed securities on the SET.
For more details about GGC’s shareholder structure and voting rights, see the Company website at Major Shareholders
Securities Holding
Holding of the Company's Securities can help to motivate executives to work in order to drive the Company to achieve its goals and create long-term bonds with the Company. Therefore, GGC has established good practices in securities holding and trading for the Board of Directors and executives. There is a procedure prohibiting the disclosure of inside information to the public for personal benefits, with reference to the Securities and Exchange Act B.E. 2535, as well as the guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission (SEC).
The number of shares held by the Managing Director and senior executives has been disclosed as follows (Information as of 31 December 2022):
Securities Holding in the Name of Directors, their Spouse and Minor Children
| Securities Holder | Number of Shares (share) |
|---|---|
| 1. Mr. Piroj Samutthananont | none |
| 2. Mr. Kumpol Chaikitkosi | none |
| 3. Mr. Piya Suri | N/A |
| 4. Mrs. Busada Sima | none |
| 5. Ms. Wanpha Sopiskhueankhan | none |
| 6. Mr. Chakkrit Rangsimanop | none |
| 7. Mr. Sansern Sujitjorn | none |
| 8. Mr. Thosaporn Pianchob | none |
| 9. Ms. Chomphonuch Liamprawat | none |
| 10. Mr. Promporn Isarangkun Na Ayutthaya | 2,000 |
| 11. Mr. Chanasiri Wanich | 3,000 |
| 12. Mr. Ekapong Kowitkulkrai | none |
| 13. Mr. Satit Waewwichit | none |
| 14. Mr. Suchet Deemungmee | none |
| 15. Mr. Krit Treenuchagron | none |
| 16. Mr. Damrong Putiphat | none |
| 17. Mr. Suchet Deemungmee | none |
| 18. Mr. Jirus Rianchaiwanich | none |
GGC Stock Retention and Ownership Guideline
GGC has set guidelines for Share ownership of Chief Executive Officer and for all other company executives while holding positions. This can help increase returns for shareholders in the long run. This method of holding such shares will allow executives to have ownership of the Company, with the number of shares increasing continuously.
| Position | Multiple of Annual Base Salary |
|---|---|
| Managing Director | 10 |
| Executive Committee | 5 |
For more details about the number of shares held by the managing director and executive committee, see the annual information disclosure form/annual report 2022 (56-1 One Report) on the website at One Report 2022
| Position | Name - Last Name | Multiple of Annual Fixed Salary |
|---|---|---|
| Managing Director | Mr. Krisada Prasertsuko | 0 |
| Executive Committee | Mr. Phromphron Isarankura Na Ayutthaya Mr. Chanasiri Vanit |
0.0085 |
Management Remuneration GRI 2-21 (2021)
The remuneration of the Managing Director has been appropriately determined under clear, transparent, fair and reasonable criteria by taking into account the duties and responsibilities, as well as performance. GGC evaluates the performance of the managing director and senior executives annually according to key indicators (KPIs), which includes financial metrics (e.g. EBITDA, net profit, return on investment for operating capital (ROIC)), performance of long-term strategic objectives, Operating Income, the performance of the Company, Relative Financial Metrics (e.g. Tobins Q/Q), as well as the duties and responsibilities, executive development, and the overall economic situation. The evaluation results will affect the remuneration of the managing director and senior management. Short-term compensation includes salary, bonuses and other benefits. In 2022, the Managing Director received an annual remuneration of 11,374,578.41 THB.
GGC has disclosed the fixed and variable remuneration of the Managing Director and senior management as seen in the table below:
| Executive Compensation for 2022 | Executive | |
|---|---|---|
| Managing Director | Executives as defined by SEC 2 (Excluding Managing Director) |
|
| Salary (THB) | 7,003,657.00 | 67,432,699.43 |
| Bonus (THB) | 3,737,532.50 | 32,747,649.43 |
| Provident Fund (THB) | 633,388.91 | 4,950,228.09 |
| Total (THB) | 11,374,578.41 | 105,130,576.95 |
note:
(1) Managing Director Mr. Piroj Samutthananont receives remuneration for the position of Managing Director. from 1 January 2022 – 30 December 2022
(2) 20 executives as defined by the SEC (excluding managing director) (including executives whose positions have changed during 2022)
In this regard, in the event that executives perform their duties with defects or dishonesty, GGC can claim for damages and benefits received from executives, with reference to the Clawback Provision rule under Section 85 of the Public Company Act B.E. 2535 and Sections 89/7 and 281/2 of the Securities and Exchange Act B.E. 2535 as amended in the year 2008. Executives may be liable for both civil and criminal penalties.
Furthermore, GGC has disclosed the average and median of employee annual remuneration and the ratio of the average and median of employee and MD remuneration as seen in the table below.
| Employee Compensation (THB) | Median | Average |
|---|---|---|
| Median/average of all employees’ annual remuneration, except MD | 1,297,742.58 | 1,264,321,10 |
| Ratio of average or median of employee remuneration and MD annual compensation | 8.764 | 8.996 |
For more details about the Board of Directors and the performance of various aspects of GGC related to the Board of Directors, such as determining the voting rights of shareholders and remuneration of executives, see Performance Data