The Board of Directors acknowledges the significance of adhering to Good Corporate Governance principle, placing them in high priority with the Company and all level of management. They have formulated a comprehensive framework of policies, guidelines, and principles to foster transparency and bolster competitiveness. Theses measure aim to instill confidence among shareholders, investors, and other stakeholders. Key focus areas include:

• Equal and fair treatment of all shareholders and stakeholders.
• Forward-thinking pledge to enhance the Company’s long-term operational value through prudent, comprehensive management, and responsible, competent execution. This aims to maximize shareholder value while mitigating conflicts of interest.ertinent stakeholders
• Promoting transparency and accountability in operation, coupled with thorough disclosure of information to all pertinent stakeholders.
• Risk anticipation and evaluation in all business aspects and implementation of appropriate risk management strategies.
• Establishment of moral and ethical standards for company’s management team and staff to conform.

The Company places a strong emphasis on upholding shareholders’ right as outlined in the Company’s Articles of Association. These rights encompass access to company information, voting rights, fair treatment, and facilitation during shareholders’ meetings.

Similarly, the rights of all stakeholder groups are given significant importance, including the timely and reliable disclosure of information and fair treatment without exploitation of counterparties, related parties, or employees.

Conducting Shareholders’ Meeting in accordance with the Company’s Articles of Association is also a high priority. The company has established clear guidelines for organizing these meetings, ensuring equitable access to news and information for all shareholders.

The Board of Directors is responsible for setting the Company’s vision, obligations, goals, business plans, and budget considerations. They oversee the management team to ensure efficient and effective operations within budget constraints. Additionally, the Board has implemented an Internal Audit and Control System, risk management measures, and monitoring mechanisms to ensure operational consistency.

To prevent conflicts of interest, ethical guidelines have been established for Directors’ strict adherence. Directors are expected to perform their duties while avoiding conflicts between personal and company interests to maximize management efficiency. An Audit Committee has also been appointed to scrutinize directorial actions and report any potential conflicts of interest.

Moral and ethical principles have been established and disseminated to all executive directors and staff to promote ethical behavior and ensure satisfactory internal audit and control procedures.

Company’s Board of Directors consists of 10 members as follows;

• Directors who are also management members 3 persons.
• Independent Directors who also serve in Audit Committee 7 persons.

The Chairman of the Board of Directors is not an Independent Director and does not concurrently hold Managing Director position of the company as allocated. These two separate positions are accompanied by two distinct sets of corresponding roles and responsibilities.

Managing Director has sole right to manage and supervise the operation of the company, as appointed and under supervision from the Board of Directors.

The remuneration consists of meeting allowances and bonuses in accordance to the business operation results achieved annually and within the budget approved by shareholders.

Remuneration of Board Members and Executives is set in accordance with the policy established by the Management Team with regards to overall operating results and every member’s individual performance.

The Board convenes quarterly meetings as well as ad-hoc sessions with predefined agendas to consistently review the implementation and performance of company operations. Prior to scheduled meetings, the Board Secretary sends meeting invitations along with agendas and relevant documents to Directors to provide ample time for presentation. Each meeting typically lasts for three hours. In 2023, the Board conducted a total of six meetings.

The Company’s Board of Directors appoints subcommittees to supervise company business as follows.

Audit Committee: Presently appointed via the Board of Directors’ Meeting No. 1/2012 held on January 20, 2012 whereby Lt.Gen. Kobboon Vichit was appointed as the Chairman of Audit Committee while Mr. Prasit Dheeraratbongkot and Puttithorn Jirayus, Ph.D. were appointed to hold Audit Committee Director positions.

Throughout 2023, the Audit Committee held 8 meetings in total and responsibly reported to the Board of Directors all outputs of meetings.

Investment Committee: On November 13, 2023, following the resolution passed during the 6/2023 Board of Directors meeting, the Company appointed six members to compose the Investment Committee. These members include Mr. Wiwat Theekhakhirikul, the Chairman of Investment Committee, Mr. Wongwiwat Theekhakhirikul, Mrs. Tussanee Auncharoen, Ms. Eiko Shirai, Mr. Takeuchi Kazuhiro, and Mr. Chavapas Ongmahutmongkol, a secretary of Investment Committee.

The Company has established a rodust internal audit and control mechanism to oversee operations at all levels, including supervisory, managerial, and executive staff.

The Board of Directors authorized the Audit Committee to check accuracy of Financial Statements, adequacy and efficiency of internal audit and control system, risk management and fulfillment of other pertinent responsibilities.

The Company has set up an Internal Audit Team tasked with examining financial, managerial, operational, and information systems. This is to ensure compliance with relevant laws and company regulations. To further enhance the effectiveness of internal audit activities, the Board of Directors has empowerd the Internal Audit Team to report directly to the Audit Committee on inspection findings and receive performance evaluations from the committee.

The responsibility for preparing financial statements released and the information included in Annual Report lies with the Board of Directors. All financial statements released adhere to accepted accounting principles in Thailand. These statements are prepared using transparent accounting procedures, aiming to provide adequate information in the Notes to the financial statements. The Board of Directors acknowledges the significance of having accurate and comprehensive accounting dat a to ensure that the Company’s financial system operates in accordance with good corporate governance prociples, thereby mitigating the risk of advance outcomes such as unlawful activities or substantial errors.

To achieve these goals, the Board of Directors appointed the Audit Committee, consisting of non-managing directors, to oversee the disclosure of significant information and financial statements along with qualified auditor. In closing, the Audit Committee is of the opinion that the company’s internal controls are adequate to deliver confidence and accountability for both internal and external parties.

The Company is dedicated to building mutually beneficial relationships with and disclosing important company information to investors. Although the Company has not set up an Investor Relations Unit, the Information Relation section and/or its associated Executive Director have been tasked to communicate and promote productive ties between the company and its shareholders, investors, analysts as well as business reporters. All investors can also access company information via hotline 0-2805-2756-60 or by visiting www.karmarts.co.th.