Corporate Governance Policy
The Board of Directors has adopted the following governance principles to guide the Company toward operational excellence, transparency, and accountability:
- Operate with transparency and ensure accessible and accurate information disclosure to all relevant stakeholders.
- Manage the Company with prudence and in the best interests of shareholders.
- Implement effective internal control and risk management systems, with regular assessment, mitigation, and monitoring.
- Treat all shareholders and stakeholders fairly and equitably.
- Clearly define the structure, roles, and responsibilities of the Board and its committees.
- Encourage ethical conduct and lawful business practices among all executives and employees.
GOOD GOVERNANCE
Since its listing on the Market for Alternative Investment (MAI) on May 10, 2006, the Company has remained committed to transparency, integrity, and strict compliance with relevant laws and governance frameworks. We continuously strive to uphold best practices in corporate governance and report our progress in accordance with the corporate governance principles for listed companies.
The Board of Directors places great importance on the rights of shareholders. The Company operates in accordance with its corporate governance policies, with full recognition and respect for shareholder rights.
Shareholding Structure
The shareholding structure between the Company and its subsidiaries is transparent and well-defined. The names, number of shares, and shareholding percentages of major shareholders in both the Company and its subsidiaries are publicly disclosed under the section titled “Group Shareholding Structure.”
Promoting the Exercise of Shareholder Rights
The Company has established processes to safeguard and promote shareholder rights as part of its corporate governance policy. These include:
- Respecting the fundamental rights of shareholders after their acquisition of shares.
- Ensuring the right to receive dividends.
- Coordinating with the Company's share registrar (Thailand Securities Depository Co., Ltd. – TSD) to facilitate shareholder services.
- Providing a dedicated unit to respond to inquiries and support shareholders on registration-related matters.
The Company also encourages active shareholder participation in the Annual General Meeting (AGM), including the right to attend, vote, and express opinions on important matters. Policies are in place to support participation by both retail and institutional investors.
Facilitating Shareholder Participation and Voting
The Company ensures shareholders can fully exercise their rights to attend meetings without obstruction. Comprehensive arrangements are made before, during, and after the AGM in line with the “AGM Checklist” issued by the Thai Investors Association, Thai Listed Companies Association, and the Securities and Exchange Commission (SEC).
In the 2024 Annual General Meeting, the Company received an evaluation score of “Fair” for AGM quality from these governing bodies.
To further support transparency, the Company:
- Sent the AGM invitation to shareholders at least 15 days prior to the meeting.
- Published the invitation and related information on its website in both Thai and English 30 days in advance (on March 22, 2024), giving shareholders ample time to review the documents before receiving the printed version.
The Company emphasizes the equitable treatment of all shareholder groups, enabling shareholder participation in corporate governance and supporting mechanisms for checks and balances. The principles of equitable treatment of shareholders are implemented as follows:
Shareholders’ Meeting
The Company recognizes shareholders' meetings as an important platform for shareholders to exercise their rights in overseeing and controlling the Company's operations. The Company supports the organization of shareholder meetings that promote shareholder participation and ensure equal treatment for all shareholders.
In 2024, the Company held one shareholders’ meeting—the Annual General Meeting (AGM) on April 22, 2024. The Board of Directors ensured that all procedures complied with good governance practices, including providing clear details on the date, time, venue, and agenda of the meeting. Adequate time was allocated for the meeting, and shareholders were equally encouraged to raise questions, provide comments, and make suggestions. The Company also ensures that certified minutes of the meeting are properly documented, securely stored, and readily accessible for inspection.
The Board of Directors recognizes the rights and roles of both internal and external stakeholders and has established the Company’s mission to be a trustworthy organization that delivers maximum benefits to all stakeholders. Policies and codes of conduct regarding stakeholder treatment and legal rights have been documented and communicated for consistent implementation across all levels of the organization.
Through the organizational core values initiative, represented by TQIC (Teamwork, Quality, Integrity, and Customer Focus), the Company fosters shared values among employees and management. These values were derived from employee input and organizational identity and have been embedded into recruitment, orientation, and corporate culture.
The Board and executive management believe that values aligned with organizational culture—developed from internal needs and direction—will lead to genuine ethical behavior, transparency, and fairness toward all stakeholders. These values also serve as a mechanism for safeguarding stakeholder rights and achieving the Company’s goals.
The Company treats all stakeholders fairly, including shareholders, employees, business partners, creditors, customers, competitors, communities, society, and the environment. Stakeholder rights and interests are addressed as follows:
Shareholders
The Company safeguards shareholders’ rights to information, voting, and fair treatment. It consistently achieves strong performance to create long-term shareholder value and satisfactory returns. The Company maintains a transparent shareholding structure without cross-shareholding and ensures open communication among shareholders. Any shareholder agreements that could significantly impact the Company or other shareholders (if any) are disclosed.
For related party transactions, the Audit Committee reviews them for legal compliance, reasonableness, and alignment with the Company’s best interests. The Board of Directors considers and approves such transactions, with interested directors abstaining from voting. The Company strictly complies with SET regulations on related transactions and the acquisition or disposal of assets.
Employees
Employees are regarded as a key factor in the Company’s success. The Company fosters a learning-oriented culture, teamwork, fair compensation, and alignment with performance. Short-term incentives (bonuses) and long-term benefits (provident fund) are benchmarked against industry standards. Statutory benefits include social security and workmen’s compensation, while company benefits include group life insurance, accident and health insurance, provident fund, cooperative savings, funeral assistance, and employee transportation.
The Company has implemented ISO 45001:2018 for occupational health and safety and emphasizes continuous employee development and knowledge transfer. Employee feedback is valued, as demonstrated by the jointly established corporate culture, with Integrity being a core organizational value.
Business Partners and Creditors
The Company treats partners and creditors fairly, particularly in supplier selection, which follows clear operational procedures such as onboarding, evaluation, and price comparison. It strictly adheres to laws and agreed contractual terms, conducts business ethically, and ensures transparent financial arrangements. Efforts are made to reduce guarantee obligations and maintain a strong debt-to-equity ratio to support future business growth. In the past year, there were no disputes with partners or creditors.
Customers
The Company is committed to customer responsibility by delivering high-quality, standard-compliant products that meet customer needs. Emphasis is placed on product quality, appropriate pricing, and on-time delivery. If delays occur, customers are informed in advance to find joint solutions.
Competitors
The Company engages in fair competition, respecting ethical business practices and maintaining proper competitive standards. There were no disputes related to competitors in the past year.
Community, Society, and Environment
Environmental responsibility is a high priority. The Company ensures that its operations do not negatively impact the community or society. It was certified for ISO 14001 in 2006 and for ISO 45001 for occupational health and safety by MASCI.
Tirathai Public Company Limited successfully participated in the Environmental Governance Program. Both of its transformer manufacturing plants received the White Flag-Gold Star Award in 2024. To receive this award, a plant must achieve “excellent” scores across 13 evaluation categories for six consecutive assessments. The most recent evaluation on May 8, 2024, yielded the following results:
- Tirathai Plant 2: Score of 98 with 8 bonus points, “Excellent” level, awarded the White Flag-Gold Star for the 3rd consecutive year.
- Tirathai Plant 3: Score of 98 with 8 bonus points, “Excellent” level, awarded the White Flag-Gold Star for the first time.
On January 24, 2025, the Industrial Estate Authority of Thailand (IEAT) held a ceremony at Centara Grand at CentralWorld to present the Environmental Governance Flag (White Flag–Green Star) 2024. A total of 177 factories were awarded for meeting good-to-excellent criteria, with 51 factories receiving the White Flag–Gold Star for maintaining excellent governance over six years. Tirathai was among the elite 2 out of these 51 factories nationwide.
The Company recognizes the importance of disclosing both financial and non-financial information accurately, completely, adequately, reliably, in a timely and transparent manner. This ensures that all stakeholders can conveniently and equally access information. The Company's disclosure practices are guided by the following principles:
Internal Disclosure: The Company facilitates regular meetings between executives and department heads to communicate the Company's operational direction, policies, and decisions down the chain of command. Additionally, channels for knowledge sharing are provided at the employee level.
External Disclosure: The Company complies with the disclosure requirements of the Stock Exchange of Thailand (SET), publishing information in both Thai and English through the SET’s channels and the Company’s official website.
The Board of Directors prioritizes the quality of financial reporting. To ensure that the financial statements are accurate and in compliance with accounting standards, the Company arranges for its financial statements to be audited by an independent auditor and reviewed by the Audit Committee. The Board also provides a Statement of Responsibility for the Financial Reports in the Company’s Annual Report.
In 2024, the Company placed special emphasis on communicating its overall performance and operational progress through Opportunity Day events and regular media engagement to keep the general public informed.
Investor Relations
The Company has established an Investor Relations (IR) department as a dedicated communication channel with shareholders, retail and institutional investors, analysts, and other relevant parties, including the SET and the Securities and Exchange Commission (SEC). This function ensures that the Company complies with relevant laws and regulations. An annual IR communication plan is implemented, and senior executives together with IR officers participate in various activities to share updates and performance insights.
Board Structure
The Board of Directors plays a central role in the Company’s good corporate governance. Board members must possess the knowledge, expertise, and experience necessary to benefit the Company. More than half of the Board members have direct experience in transformer manufacturing, and others bring expertise in relevant fields such as finance and economics. All directors have completed relevant training courses offered by the Thai Institute of Directors (IOD).
The Company has set clear terms for Board membership and established qualifications for directors, including appointment and removal procedures that require shareholder approval.
To ensure a proper system of checks and balances, the Company separates executive and non-executive functions and ensures that no individual or group has absolute decision-making power. As of December 31, 2024, the Board consisted of 12 members, including:
- 4 Executive Directors
- 8 Non-Executive Directors
- 5 Independent Directors (including 4 Audit Committee members), accounting for 41.67% of the Board.
The Board believes this composition is appropriate. Executive Directors provide in-depth insight into the Company's operations, while Non-Executive Directors contribute their expertise in various fields, enabling productive and constructive discussions. All decisions are made with the overall benefit of the Company as the top priority.