Good Corporate Governance
PTG establishes Corporate Governance Policy, Anti-Corruption Policy, and Business Code of Conduct.
It also formed a
Corporate Governance Committee, which is to be responsible for overseeing the overall operations of
the Group and
ensuring that the processes are efficient, transparent, and verifiable. The Committee shall review,
and revise policies
related to corporate governance to suit uncertain situations and in conformity to international
practices.
The Board of Directors
The Board of Directors consists of 10 directors, 8 of which are non-executive directors while the other 2 are executivedirectors.Among the 10 directors, 4 are independent directors. PTG places importance on the diversity of the Board of Directors without discriminating against gender, religion, ethnicity, skills, educational background, and experience, and aligns the selection criteria with Company’s business nature. In addition, PTG has defined qualifications of Company’s independent directors in correspondence with the Notification of the Capital Market Supervisory Board No. TorJor. 39/2559 of the SEC and the assessment criteria of the Dow Jones Sustainability Indices (DJSI).)
1. Executive Committee
Three committee members, one of which is a non-executive director.
2. Audit Committee
Three committee members, all of which are independent directors.
3. Nomination and Remuneration Committee
Three committee members, two of which are independent directors (67%)
4. Corporate Governance Committee
Three committee members, two of which are independent directors (67%)
5. Risk Management Committee
Three committee members, two of which are non-executive directors and one of which is an executive director
Three committee members, one of which is a non-executive director.
2. Audit Committee
Three committee members, all of which are independent directors.
3. Nomination and Remuneration Committee
Three committee members, two of which are independent directors (67%)
4. Corporate Governance Committee
Three committee members, two of which are independent directors (67%)
5. Risk Management Committee
Three committee members, two of which are non-executive directors and one of which is an executive director
The Company values inclusion and an appropriate gender diversity. To ensure a fair representation, the process to include candidates of diverse gender is in place for the proposed list for director nomination. The Nominating and Corporate Governance Committee acts as a process owner and oversees excellence in execution.
The Company is committed to fostering a minimum of at 30% of representations of other diverse genders on the board, including but not limited to male, female, and non-binary. However, the consideration of such proportion will be subject to the Board of Directors’ skills and experiences aligning with the business strategies of the Company.
Board’s Industry Experience & Expertise
PTG considered the diversity of the Board of Directors, i.e., the proportion of independent
directors and female
directors (gender diversity), the diversity of races, nationalities, religions, ages, as well as
skills, knowledge,
abilities, experiences, and specializations, which are consistent with the materials industry
according to the Board
Skills Matrix. The Company also considers the director's pool and database of the Thai Institute of
Directors
Association (IOD) to ensure that the board composition is diverse and suitable, as well as
comprising all required
components.
Board of Directors’ Performance Evaluation
In order to ensure effectiveness of the Board of Directors’ governance, each director should attend at least 75% of the total Board of Directors' meetings held during the year. Besides,
PTG mandates the annual evaluation of the Board of Directors’ performance through both individual and group assessments,structured into two formats: 1) Assessment of the Board of Directors and 2) Evaluation of the subcommittees. Furthermore, a comprehensive report on the evaluation outcomes and recommendations is prepared for the Company’s utilization, aimed at enhancing, monitoring, and advancing the Board of Directors’ responsibilities. The assessment of the Board of Directors’performance focuses on six key areas. There are 2 types of individual and group evaluations as follows: 1) Board of Directors' evaluation, and 2) Sub-Committees evaluation. More details are available in Form 56-1 One Report, titled “Report on Key Performance of Corporate Governance”.
Note: I In 2024, the Board of Directors held 11 physical meetings and one meeting of Non-Executive Directors (NED) on July 2, 2024. The purpose of the NED meeting was to discuss and consult on the oversight of management to ensure alignment with the organization's objectives and key goals, as well as other related matters. The Chairman of the Board summarized the discussion points and presented them to the Chief Executive Officer and Managing Director for acknowledgment.
To ensure the effective corporate governance of the Board of Directors, each director should attend at least 75% of all board meetings held during the year.
| Indicator | Board of Directors | Audit Committee | Management Committee | Risk Management Committee |
Governance Committee |
Recruitment and Remuneration Committee |
|---|---|---|---|---|---|---|
| Number of meetings attended (count) | 9 | 11 | 12 | 4 | 5 | 5 |
| Attendance rate (%) | 98.89 | 96.66 | 100 | 100 | 100 | 100 |
| Performance evaluation results (%) | 96.82 | 98.90 | 100 | 100 | 100 | 100 |
Potential Development of the Board of Directors
PTG is committed to fostering the development of its
directors by providing opportunities for training and skill enhancement.
Directors are encouraged to participate in various programs, including those offered
by the Institute of Thai Directors (IOD) and other relevant seminars related to
the company’s business. In 2024, four of the directors took part in training
from IOD and other institutions, including
Business Code of Conduct and Anti-Corruption
The Board of Directors has established a comprehensive
business ethics and code of conduct manual to guide the actions of directors,
executives, and employees across all levels. This code outlines ethical
principles for interactions with employees, shareholders, customers, business
partners, competitors, stakeholders, and society at large. It aims to ensure
that the company operates with integrity, transparency, and accountability. Furthermore,
the company has implemented a system for monitoring adherence to these ethical
standards, with regular reports submitted to the corporate governance
committee. This approach ensures ongoing oversight of ethical practices and
promotes the effective management of any violations.
The company has consistently adhered to
anti-corruption measures, certified by the Collective Action Coalition (CAC)
under the Thai Private Sector Collective Action Against Corruption Initiative.
The company signed the Declaration of Commitment to the initiative on October
28, 2014, and has successfully renewed its certification for the third time,
effective from December 31, 2024, through December 31, 2027. This certification
was issued by the Thai Institute of Directors Association (IOD).
Communications and Activities to Promote Anti-Corruption Practices
Organization Contributions
| Name of organizations | Total Amount Paid (Baht)(บาท) | ||||||
|---|---|---|---|---|---|---|---|
| Type | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | |
| Association of Thai Securities Companies | Trade Association | 100,000 | |||||
| Oil Industry Environmental Safety Group Association (IESG) | Trade Association | 225,000 | 900,000 | 495,000 | 225,000 | 225,000 | 225,000 |
| Association of the physically handicapped of Eastern Region | Trade Association | 50,000 | |||||
| Thai Listed Companies Association | Trade Association | 25,000 | 25,000 | 25,000 |
|
50,000 | 15,000 |
| The Economic Reporters Association | Trade Association | 100,00 | |
100,000 | 100,000 | ||
| Investment Analysts Association | Trade Association | 30,000 | 30,000 | 60,000 | 30,000 |
30,000 | |
| The Federation of Business and Professional Women of Thailand under | Trade Association | |
|||||
| 360 Degree Motorcycle Sports Association | Trade Association | 450,000 | |
|
|
||
| Thai Institute of Directors | Trade Association | 75,000 | 78,972 | 39,009 | 8,000 | ||
| Thai Garment Manufacturers Association | Trade Association | 3,000 | 1,250 | |
3,000 | 3,000 | 3,000 |
| Suvarnabhumi Taxi Coordination Association | Trade Association | 98,400 | |||||
| Young Entrepreneur Assembly Hub | Trade Association | 300,000 | |||||
| The Thai Red Cross Society | Charity Organization | 50,000 | |
20,000 | |||
| Personnel Management Association of Thailand | Trade Association | 21,000 | |||||
| Idoor air quality association | Trade Association | 36,000 | 23,000 | ||||
| Thai Chamber of Commerce | Trade Association | 46,000 | 23,000 | ||||
| Alumni Association of the Faculty of Management Sciences, Prince of Songkla University |
50,000 | 50,000 | |||||
| Sangthong Alumni Association | 50,000 | ||||||
| Thai Bond Market Association | 200,000 | ||||||
| Thai Association for Procurement and Supply Management | 48,088 | 25,336 | |||||
| Safety and Health at Work Promotion Association |
276,450 | 7,865 | |||||
| Technology Promotion Association (Thailand-Japan) | 210,262 | 361,017 | |||||
| Thai Investor Association | 50,000 | 50,000 | |||||
| Lobbying, interest representatives, or similar | - | 0 | 0 | 0 | 0 | 0 | 0 |
| Local, regional, or national political campaigns/candidates | - | 0 | 0 | 0 | 0 | 0 | 0 |
| Others (e.g., spending related to ballot measures or referendums) | - | 0 | 0 | 0 | 0 | 0 | 0 |
| Total | 1,058,000 | 956,250 | 1,028,400 | 539,972 |
1,244,8 |
969,004 | |
Tax management
PTG is committed to conducting business with transparency in accordance with good corporate
governance principles and be
aware of the duties and responsibilities relating to tax processing. Therefore, a tax policy has
been established to
serve as a framework for the Group's work and maintain the interests of all stakeholders along with
creating maximum
added value in accordance with effective, adequate, transparent and ethical corporate governance
principles.
Download Tax policy
Management Ownership
The shares held by the CEO and top executives as of December 31st, 2024 have been disclosed as shown in the below table
| Position | Name - Last Name | Multiple of annual compensation |
|---|---|---|
| CEO | Mr. Pitak Ratchakitprakarn | 8.97 |
| Average shareholding for top executives* | Mr. Rangsun Puangprang Mr. Chaiwat Lertvanarin Mrs. Sukwasa Pooshutvanitshakul Dr. Vanlapha Santithammarak Mrs. Naddawadee Suwannagindra |
0.08 |
Remark:
*executives in accordance with Securities and Exchange Commission (SEC)’s definition
Tax Reporting
In 2024, PTG reported an income tax expense of 447 million baht, with an effective tax rate of 30.06%, due to unrecognized deferred tax assets and deferred tax income arising from tax losses carried forward.
| Financial report | Unit | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Earning before tax | Million Baht | 1,314.23 | 1,226.57 | 1,489.64 |
| Reported taxes | Million Baht | 361.06 | 260.82 | 447.78 |
| Effective tax rate | % | 27.47% | 21.26% | 30.06% |
| Cash taxes paid | Million Baht | 361.16 | 452.79 | 618.54 |
| Cash tax rate | % | 27.48% | 39.91% | 41.52% |
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