Fundamentals of Sustainable Development

Good Corporate Governance

Good Corporate Governance

Risk Opportunity
Ineffective corporate governance can have a significant impact on many key stakeholders, resulting in negative social and environmental consequences. This will have a negative impact on the Company's reputation and ability to generate future value, as well as the trust of the affected stakeholders. Ensuring ethical, transparent, and responsible business operations toward all stakeholders is a crucial foundation for instilling confidence among the stakeholders. This impacts the Company's credibility and ability to achieve long-term sustainable growth.

Board of Directors

The Board of Directors plays a critical role in corporate governance by setting the Company’s strategic direction, overseeing accountability, and protecting the interests of shareholders and stakeholders. The Board is responsible for setting the long-term vision, overseeing financial performance and enterprise risk management, while upholding business ethics and ensuring regulatory compliance. It also drives the Company’s sustainability efforts by promoting a balance between business growth and social and environmental responsibility. An effective Board strengthens the Company’s resilience and builds trust among all stakeholder groups, contributing to long-term value creation.

The Company recognizes that a diverse and well-balanced board composition, reflecting diverse perspectives and experience among directors, strengthens governance effectiveness, supports sound strategic decision-making, and contributes to the long-term sustainability of the business. The Company therefore provides equal and fair opportunities for qualified candidates to be considered for board appointment, with the aim of maintaining an appropriate balance of skills, experience, and perspectives necessary for effective corporate governance. All directors are appointed through a nomination process that considers legal qualifications and criteria set forth by the Securities and Exchange Commission (SEC). The Nomination and Remuneration Committee is responsible for establishing clear guidelines and procedures to ensure an effective and transparent board selection process. This aims to secure a board comprising individuals with the qualifications, knowledge, competencies, and suitable experiences aligned with the Board Skill Matrix, without discrimination or restrictions based on gender, age, race, or religion. Directors must also possess integrity, honesty, and strong ethical values to effectively carry out their governance duties, thereby fostering balanced and sustainable value creation for the Company and all stakeholders.

The Board of Directors comprises both executive directors and independent directors, reflecting a balanced mix of business experience and expertise. While the Company does not formally appoint stakeholder representatives to the Board, stakeholder issues and expectations are systematically considered as part of the Company’s governance framework through structured stakeholder engagement processes and regular reporting to the Board.

As of 31 December 2025, the Company’s Board of Directors comprised a total of nine members, consisting of two executive directors, and seven non-executive directors, which accounted for 77.78% of the total number of board members. Six independent directors accounted for 66.67% of the total number of board members.  The Board was composed of six male directors and three female directors, with women representing 33.33% of the total Board composition.

As the Chair of the Board is not an independent director and concurrently serves as the Acting Chief Executive Officer, the Company has implemented a system of checks and balances between the Board and Management. This includes increasing the proportion of independent directors to ensure that they constitute more than half of the Board, thereby enhancing independent perspectives. In addition, an independent director has been assigned to co-determine the Board meeting agendas.

Executive Directors 22.22% Non-Executive Directors 77.78% Executive Directors Non-Executive Directors Non- Independent Directors 33.33% Independent Directors 66.67% Non-Independent Directors Independent Directors
Female Directors 33.33% Male Directors 66.67% Female Directors Male Directors

Board Skills Matrix

# Name of the Directors Board Diversity Executive Director Non-Executive Director Independent Director Number of Directorships in Other Listed Companies (entity) The Board's professional knowledge and experiences Subcommittees
Gender Director Tenure (years) Age (years) Industrial estate business Technological Corporate governance Marketing /business development Risk management Strategy Legal Financial / accounting Audit Committee Risk Management Committee Nomination and Remuneration Committee Corporate Governance and Sustainable Development Committee
1 Mr. Vikrom Kromadit M35.8273 ✓ 0 ✓✓✓ ✓
2 Dr. Atchaka Sibunruang F1.9971 ✓✓ 1 ✓✓✓✓ ✓✓C
3 Mr. Anucha Sihanatkathakul M18.6866 ✓✓ 1 ✓✓✓✓ ✓✓
4 Mr. Noppun Muangkote M24.4378 ✓✓ 1 ✓✓ ✓✓✓
5 Assoc. Prof. Dr. Somchet Thinaphong M26.0177 ✓✓ 1 ✓✓ ✓✓
6 Mr. Tevin Vongvanich M6.7467 ✓✓ 3 ✓✓✓ ✓C✓
7 Mr. Nithi Patarachoke M1.9963 ✓✓ 4 ✓✓✓✓✓ ✓C
8 Mrs. Kittiya Todhanakasem F1.6868 ✓ 2 ✓✓✓ ✓C✓
9 Ms. Dendao Komolmas F1.6864 ✓ 0 ✓✓✓✓✓ ✓
Total 276 - 44536513 3436

Remarks:
1. M denotes a male director, F denotes a female director, and C indicates the Chairperson of the subcommittee.

2. Detailed information on the directors is disclosed in the Annual Report (56-1 One Report) under the section “Corporate Governance Structure”.

Performance of the Board of Directors

Development of Corporate Governance Mechanisms

The Board of Directors held meetings to monitor performance and improve the efficiency of corporate governance mechanisms. In 2025, the Company undertook a revision of its Corporate Governance Policy to align with the principles of good corporate governance prescribed by the Securities and Exchange Commission and to be consistent with applicable rules and internationally recognized standards. The revised policy also broadened its scope to cover the governance of sustainability‑related matters, as well as the management of sustainability‑related risks and opportunities. The amended Corporate Governance Policy was reviewed and approved by the Board of Directors at Meeting No. 10/2025, held in November 2025. Further details are disclosed in the 56‑1 One Report under the section “Report of Corporate Governance”.

Thriving for good corporate governance efficiency, the Board of Directors conducts an annual performance assessment using the Self-Assessment Form of the Stock Exchange of Thailand.  The assessment consists of the performance evaluation of the Board of Directors as a group, subcommittees, and individual directors.

The Company uses the results of the Board and subcommittee performance evaluations as inputs for the continuous enhancement of corporate governance and operational practices. Key findings from the evaluations are taken into consideration to enhance governance effectiveness, refine meeting agendas, strengthen the quality of information provided to support decision-making, and deepen the Board’s understanding of strategic and sustainability‑related matters. In addition, the evaluation outcomes are used to support the review of the Board’s composition, skills, and overall suitability, as well as succession planning, to ensure that directors collectively possess the knowledge, expertise, and experience aligned with the Company’s business direction and evolving operating context. The Company also incorporates feedback from the evaluations into the refinement of governance practices, director development initiatives, and Board working processes, with the aim of strengthening overall governance effectiveness and creating long‑term value for the organization.

Board of
Directors		 Audit
Committee		 Risk Management
Committee		 Nomination and
Remuneration
Committee		 Corporate Governance
and Sustainable
Development Committee
Number of Meeting 11 4 5 4 2
Meeting Attendance 100% 100% 100% 100% 100%
Performance
Assessment Score		 Group 93.61%
Individual 96.72%		 The average scores across all subcommittees was 92.53%

Details of the Board's performance are disclosed in the 2025 Annual Report (56-1 One Report) under the section "Corporate Governance Policy".

Building Capability of the Board of Directors

The Company encourages and supports the development of the directors’ capability by facilitating their participation in national and regional training programs and activities, including both internal trainings organized by the Company and external courses. This enables them to leverage their acquired knowledge and experience for the benefit of the Company. The following directors participated in these training programs in 2025:

  1. Vikrom Kromadit, Mr. Tevin Vongvanich, Dr. Atchaka Sibunruang, Mr. Nithi Patarachoke, and Ms. Dendao Komolmas participated in the Workshop on Corporate Governance in Action: Aligning Strategies for Synergy and Success. This was an internal training session conducted by the Company, with expert speakers from the Thailand Federation of Accounting Professions (TFAC). The workshop was held on 9 March 2025.
  2. Dendao Komolmas attended the training program AI in Accounting: AI Technology for Accounting and Business Taxation, organized by Dharmniti Seminar and Training Co., Ltd., on 23 December 2025.
  3. Dendao Komolmas attended the training program E‑Tax Invoice & E‑Receipt: Preparation, Delivery, and Retention of Electronic Tax Invoices and Electronic Receipts, organized by Dharmniti Seminar and Training Co., Ltd., on 26 December 2025.

Board of Directors’ meeting to follow up the sustainable development performance in 2022 

The Board of Directors convened four meetings to monitor the Company’s sustainable development efforts. During these sessions, the Chairperson of the AMATA Sustainable Development Committee reported on the progress of various initiatives, enabling the Board to provide guidance on addressing sustainability issues. The Board also reviewed and endorsed the Company’s Sustainability Corporate Goals and Key Performance Indicators (KPIs), which are used to assess the performance of corporate leaders and senior executives, in addition to financial metrics.

Furthermore, the subcommittees convened a total of seven meetings to evaluate sustainability performance: two meetings of the Corporate Governance and Sustainable Development Committee and five meetings of the Risk Management Committee. The Chairman of AMATA Sustainable Development Committee reported the results of the materiality determination to the Corporate Governance and Sustainable Development Committee for acknowledgment and advice, as well as considering management approaches to each strategic priority. The material topics related to economic, social, and environmental risks were reported to the Risk Management Committee in order to determine and identify the enterprise risks properly.

Corporate Governance and
Sustainable Development Committee		 Risk Management Committee Board of Directors
Key Agenda 1st Meeting, dated 20 June 2025
  • Acknowledged the results of the Annual General Meeting of Shareholders Quality Assessment (AGM Checklist) for listed companies for the year 2025.
  • Acknowledged the Company's sustainability progress update, including:
    • Sustainability disclosure standards and emerging climate-related regulations
    • Sustainability implementation plan
    • Sustainability-related strategic priorities and management strategies
    • Stakeholder engagement performance and outcomes
2nd Meeting, dated 10 November 2025
  • Acknowledged the results of the Corporate Governance Report of Thai Listed Companies (CGR) for the year 2025.
  • Acknowledged reports on employee complaints and labor dispute cases.
  • Acknowledged the sustainability action plans and performance outcomes.
  • Approved the material topics, strategic sustainability priorities, and the Company's sustainability management strategies.
  • Reviewed the Corporate Governance Policy.
  • Reviewed the Charter of the Corporate Governance and Sustainable Development Committee.
 1st Meeting, dated 13 February 2025
  • Introduced newly appointed Risk Management Committee members.
  • Endorsed the results of the fourth-quarter 2024 risk management plan implementation and the overall risk management performance for 2024.
  • Acknowledged progress in the enterprise risk identification process for 2025.
  • Approved the criteria for assessing risk likelihood and impact for 2025.
2nd Meeting, dated 8 May 2025
  • Approved the enterprise risks and risk management plan for 2025.
  • Endorsed the results of the first-quarter 2025 risk management plan implementation and risk management performance.
3rd Meeting, dated 7 August 2025
  • Approved Key Risk Indicators (KRIs), risk likelihood and impact assessment levels (Risk Criteria based on Leading and Lagging KRIs), and a revised risk assessment methodology.
  • Endorsed updates to the ESG Risk Matrix for the year 2025.
  • Endorsed the results of the second-quarter 2025 risk management plan implementation and risk management performance.
4th Meeting, dated 10 November 2025
  • Acknowledged the risk identification process for the year 2026.
  • Endorsed the results of the third-quarter 2025 risk management plan implementation and risk management performance.
  • Endorsed the Risk Culture Enhancement Plan for the year 2026.
  • Endorsed the review of the Risk Management Committee Charter.
5th Meeting, dated 15 December 2025
  • Conducted a training and knowledge-sharing session for the Risk Management Committee on the topic "Integrating ESG Risk into Enterprise Risk Management".
  • Approved enterprise risks, the risk management plan, key risk indicators, and the criteria for assessing risk likelihood and impact for the year 2026.
 2nd Meeting, dated 27 February 2025
  • Acknowledged reports on Key Risk Indicators (KRIs) and the Company's defined Risk Appetite.
  • Acknowledged progress reports on risk mitigation plans.
4th Meeting, dated 13 May 2025
  • Acknowledged the Enterprise Risk Management Report for the first quarter of 2025.
  • Acknowledged the review of the Company's strategic plan for the year 2025 (Strategic Review 2025).
7th Meeting, dated 11 August 2025
  • Acknowledged the Enterprise Risk Management Report for the second quarter of 2025.
  • Acknowledged updates on sustainability disclosure standards and emerging climate-related regulations.
  • Acknowledged the sustainability implementation plan.
  • Acknowledged the material topics, strategic sustainability priorities, and the Company's sustainability management strategies.
  • Acknowledged stakeholder engagement performance and outcomes.
10th Meeting, dated 11 November 2025
  • Acknowledged the Enterprise Risk Management Report for the third quarter of 2025.
  • Approved the review of the Corporate Governance Policy.
  • Approved the review of the Charters of the Board of Directors, the Nomination and Remuneration Committee, the Audit Committee, the Corporate Governance and Sustainable Development Committee, and the Risk Management Committee.
Approval
  • 2025 Material Topics, strategic sustainability priorities, and the Company's sustainability management strategies.
  • Review of the Corporate Governance Policy.
  • Review of the Charter of the Corporate Governance and Sustainable Development Committee.
  • 2025 risk assessment criteria.
  • Approval of enterprise risks and the risk management plan for the year 2025.
  • Approval of Key Risk Indicators (KRIs), risk likelihood and impact assessment levels (Risk Criteria based on Leading and Lagging KRIs), and a revised risk assessment methodology.
  • Endorsement of the Risk Culture Enhancement Plan for the year 2026.
  • Endorsement of the review of the Risk Management Committee Charter.
  • Approval of enterprise risks, the risk management plan, key risk indicators, and the criteria for assessing risk likelihood and impact for the year 2026.
  • Charters of the Board of Directors, the Nomination and Remuneration Committee, the Audit Committee, the Corporate Governance and Sustainable Development Committee, and the Risk Management Committee.
  • Corporate governance-related policies that have been reviewed.

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