Equitable Treatment of Shareholders

In conducting shareholders’ meetings, the Company has a policy to treat all shareholders equally, as follows:

• The Company sends meeting invitations to all shareholders at least 14 days in advance and publishes details of the date, time, venue, and agenda on its website.
• Meeting announcements are published in newspapers for at least three consecutive days prior to the meeting.
• The Company facilitates registration using a computerized system to maximize convenience and speed.
• Meetings are scheduled at convenient times and venues, and sudden changes that could prevent shareholder attendance are avoided.
• The Board allows the use of proxy forms where shareholders can specify their voting directions and includes at least one independent director as a proxy option.
• The Company Secretary or delegate will inform shareholders of the meeting rules, voting procedures, and total shareholding before the meeting begins.
• Each share has equal voting rights. Shareholders may vote according to their shareholding.
• The Chair will follow the agenda as outlined in the invitation.
• The Chair will open the floor for relevant questions during each agenda item.
• Ballots will be used for all significant or disputed agenda items.
• All attending shareholders are entitled to vote — in favor, against, or abstain.

Roles Toward Stakeholders

The Board of Directors has a policy to protect the rights of all stakeholders and other relevant entities as required by law, ensuring that such rights are safeguarded and treated equally, as follows:

• Shareholders : The Company is committed to acting as a good representative of shareholders, conducting business to maximize shareholder satisfaction by focusing on sustainable long-term value growth and transparent, reliable disclosure of information.


• Customers : The Company aims to maximize customer satisfaction by acting with care and responsibility according to defined standards and treating all customers fairly and clearly in business dealings.


• Creditors : The Company is committed to adhering to the terms and agreements in loan or trade contracts with financial and trade creditors alike, treating them as business partners fairly and consistently.


• Competitors : The Company abides by competition laws and maintains good conduct, including fair business practices, avoiding dishonest acquisition of confidential information, and refraining from defaming competitors or spreading false information.


• Employees : The Company supports employee development to improve work performance, encourages morality and ethics in honest operations, treats all employees fairly and equally, and provides appropriate compensation.


• Community and Society : The Company acknowledges its and its employees’ responsibilities toward society as an integral part of it. Thus, the Company promotes peace and order and offers support to the underprivileged and disadvantaged to the extent possible.

Disclosure and Transparency

The Board of Directors is committed to protecting the rights of all stakeholders and relevant entities as required by law, ensuring these rights are upheld and fairly treated, as follows:

• The Board ensures the preparation of information to be disclosed in accordance with the regulations of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC), both in Thai and English, via various channels including the SET and the Company’s website.
• Only individuals or entities authorized by the Board or senior executives are allowed to disclose information to shareholders, investors, analysts, the media, or regulatory bodies.
• Regularly disclosed information includes:
  • - General information and business nature
  • - Financial statements and company performance, including analysis
  • - List of major shareholders and management shareholding
  • - Business risk factors
  • - Compensation of directors and senior executives
  • - Qualifications of directors
  • - Transactions with related parties
• The Board ensures the preparation of financial statements or financial data to reflect the Company’s financial position and performance, with complete, accurate, and timely disclosure so that shareholders and stakeholders are well-informed.
• The Company’s accounts and financial statements must be audited by independent external auditors.
• The Company supports external analysis of its data by analysts, investment consultants, brokerage firms, rating agencies, media, and regulators to assist investment decisions and other purposes.
• The Company discloses its corporate governance policy and performance results in its annual report.
• The Company discloses the Board’s roles, meeting frequency, individual attendance, and director and executive compensation formats and values in the annual report.

Board of Directors’ Report

The Board prepares a statement of its responsibilities regarding the Company’s financial statements and other key matters, in accordance with the good practices recommended by the SET, included alongside the auditor’s report in the annual report. The Audit Committee reviews the quality of financial reports, internal control systems, and adequate disclosure in the financial statement notes, after discussions with management and external auditors to ensure accuracy and completeness.

Investor Relations

The Board emphasizes disclosing accurate, complete, and transparent information related to financials and significant events affecting the Company in a timely and comprehensive manner, as required by the SET. Information is shared via SET channels and the Company’s websitewww.susco.co.thThe Managing Director and/or Deputy Managing Director are assigned to communicate with investors. Contact details: Tel: 0 2428 0029 or E-mail: marvee@susco.co.th

Whistleblowing Channels

he Board provides channels for all stakeholders to report complaints or clues directly to the Board regarding corruption, misconduct by directors, executives, or employees, rights violations, or any issues that may affect stakeholders. The Audit Committee is tasked with receiving, screening, and presenting matters to the Board as appropriate. Complaints can be made via letter, email, website, phone, or fax:

Audit Committee
SUSCO Public Company Limited
139 Rat Burana Road, Bang Pakok Subdistrict, Rat Burana District, Bangkok 10140
E-mail : corporatesecretary@susco.co.th
Website : www.susco.co.th
Tel : 0 2428 0029 ext. 110 or 111 Fax : 0 2428 8001

For complaints involving corruption, the Audit Committee will forward the matter to the Anti-Corruption Task Force for investigation and report back promptly.

For other cases, the Audit Committee will consult relevant departments. For employee complaints, procedures will follow either the above process or the Company’s regulations, as applicable.

Complainants who wish to remain anonymous for fear of retaliation may do so. Regardless, the Company will protect them from unfair treatment.

Responsibilities of the Board of Directors

The Board of Directors supervises corporate governance and is responsible for determining policies, strategies, business plans, and annual budgets to maximize the overall benefit to the Company and its shareholders.

Roles, duties, and responsibilities of the Board include:

1. Leadership, Vision, and Independence in Decision-Making

The Board is responsible for setting policies, approving and reviewing strategies, goals, business plans, budgets, and risk management. It oversees management to ensure effective and transparent operations aligned with approved plans. The Board emphasizes good corporate governance and has documented its governance policy. It approves, reviews, and evaluates implementation at least once a year, ensuring a strong internal control system and effective risk management. The Board must consist of individuals with leadership, vision, and independence to serve the Company’s and shareholders’ best interests.

2. Board Structure

2.1 Balance of Non-Executive Directors

• Company regulations stipulate that the Board must comprise no fewer than 5 and no more than 15 directors, all qualified by law.
• Director terms are three years, except those appointed to fill mid-term vacancies, who serve the remaining term. Upon term completion, replacements are elected in the AGM with full transparency, including candidate backgrounds.
• As of December 31, 2024, the Board consisted of 11 members: 4 executive directors, 3 non-executive directors, and 4 independent directors, 3 of whom also serve on the Audit Committee. All have the qualifications and experience to perform their duties effectively.

2.2 Separation of Roles

• To separate policy-making, governance, and operations, the Chairman is not the same person as the CEO or Managing Director, nor is the Chairman part of any sub-committees.

2.3 Qualifications of Directors and Independent Directors

• Directors must meet legal qualifications and SEC regulations, and possess sufficient knowledge, experience, and capabilities to benefit the Company.

3. Conflict of Interest Prevention The Executive Committee has set clear guidelines to control and prevent conflicts of interest:

3.1 Establish clear structures and responsibilities in line with good governance.

3.2 Encourage management and employees to work with honesty, uphold professional ethics, and prioritize Company interests over personal gain, including maintaining confidentiality and refraining from misusing insider information.

3.3 Decisions involving potential conflicts or differing stakeholder interests must be made carefully, with integrity, independence, and good ethics, prioritizing the Company’s benefit.

3.4 In case of potential conflict of interest or related-party transactions, any interested director must disclose and abstain from voting.

3.5 Directors, executives, and employees must avoid actions that conflict with Company interests, including using their position or insider information for personal gain, competing with the Company, or engaging in outside work that affects their duties.

4. Business Ethics To achieve long-term success and operational efficiency, ethics must be part of the business. The Board has prepared a written "Business Ethics Handbook" for directors, executives, and employees of the Company and its subsidiaries, providing guidance for fair and honest conduct toward customers, shareholders, and all stakeholders.

5. Internal Control The Board prioritizes internal control at both managerial and operational levels to prevent financial, operational, and compliance risks. Policies are as follows:

5.1 Management is responsible for accurate, complete, and timely quarterly and annual financial reporting.

5.2 A robust internal control and audit system ensures legal and regulatory compliance, reviewed by internal auditors and the Audit Committee.

5.3 Managerial authority and responsibilities must be documented clearly.

5.4 Ongoing monitoring of asset usage prevents loss, misuse, or unauthorized exploitation.

5.5 Responsibilities are divided to maintain checks and balances among individuals and departments.

5.6 Recommendations from independent auditors are taken seriously to improve operations.

6. Board Meetings

6.1 Regular monthly meetings are scheduled in advance, with additional special meetings as needed. Regular meetings include follow-ups and operational reviews.

6.2 A quorum requires at least half of all Board members present.

6.3 Meeting agendas are approved by the Chairman in coordination with the Executive Chairman, Managing Director, and Company Secretary. Suggestions from directors and senior management are considered.

6.4 The Chairman allocates sufficient time for management to present and for directors to deliberate.

6.5 The Board encourages senior executives to attend meetings to provide direct insights.

6.6 Directors may access information, seek consultation, or hire independent advisors if needed.

6.7 Executives must provide appropriate information and recommendations to the Board.

6.8 The Company Secretary distributes invitations, agendas, and documents at least 7 days in advance for director preparation.

6.9 Meeting minutes are recorded in detail and stored after Board approval for future reference.

7. Director Development The Board encourages continuous education in governance, new regulations, and relevant training courses to enhance director effectiveness.