Key Stakeholders: Shareholders/ Customer and Consumer/ Government and Civil Society Sectors
Conducting business in accordance with good corporate governance principles and ethics lays a solid foundation for an organization to achieve an efficient, transparent, and accountable management system. This helps foster stakeholder confidence and support stable and sustainable business growth. To ensure a consistent approach across the organization and compliance with relevant laws, international standards, and best practices, Mitr Phol has established a Corporate Governance Policy along with supporting guidelines. These include clearly defined roles and responsibilities for directors, executives, and employees to ensure that all business activities are conducted in line with good governance principles, creating long-term value and a sustainable future for all stakeholders.
Mitr Phol Group’s Board of Directors and Executive Committee have clearly defined duties. The Board of Directors, consisting of 12 competent members, is responsible for devising the vision, goals, strategies, policies, guidelines, and the internal control system, as well as overseeing and monitoring the operations of the management team to ensure continuous growth. The Board of Directors convenes at least 6 meetings a year to review business performance, consider and approve significant issues, and provide valuable advice. Additionally, the annual shareholder meeting is held to disclose operating results and action plans to shareholders.
Mitr Phol Group realizes the crucial role of the Board of Directors in overseeing the group’s operations and sustainable growth underpinned by the principles of good corporate governance. The Group requires the Board to consist of a minimum of 5 and a maximum of 12 members. Currently, the Company has 12 Directors*: 7 executive directors, 3 independent directors, and 2 non-executive directors. The nomination of directors is based on individuals’ expertise, skills, knowledge, competencies, and relevant business experience to the Group’s operations. A diverse mix of skills is also considered to enhance business operations, strategic planning, and company development, driving growth in alignment with business strategies while maximizing shareholder value. Stakeholders are encouraged to freely express their opinions and exercise discretion on issues affecting the interests of both shareholders and stakeholders.
Independent directors are selected according to the Company’s definition of an independent director in line with the requirements of the regulatory organization. This includes considering significant business relationships that might affect their ability to perform their duties or provide opinions independently. Each year, one-third of the board members must retire by rotation (as prescribed by the Company’s regulations). Directors can hold positions in no more than 4 companies and must attend at least 90% of meetings. For each board meeting, the Company Secretary sends invitations, including the agenda, at least 7 days in advance. Meetings are thoroughly documented in writing, and the minutes, once approved by the board, are kept on record and made available for review by board members and involved parties. In 2024, the board members attended 94.05% of all meetings.
*The Board of Directors refers to the Board of Directors as of 31st December 2024.
Mitr Phol conducts regular performance evaluations of the Board and its committees in line with the good corporate governance practices of the Stock Exchange of Thailand. This process is part of the Company’s corporate governance framework and aims to assess the efficiency and effectiveness of operations for continuous improvement.
Mitr Phol is committed to ethical and responsible business conduct toward all stakeholders in accordance with good corporate governance principles. The Code of Conduct is integral to this commitment, requiring adherence from all personnel, including directors, advisors, executives, and employees. Adhering to these standards helps ensure responsible corporate behavior and builds trust and confidence among customers, business partners, and the broader society. This commitment also promotes sustainable business operations and strengthens Mitr Phol’s dedication to social responsibility, both of which are key organizational priorities.
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Target
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Performance
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Percentage of Mitr Phol personnel trained on the Code of Conduct
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90%
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93.08%
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Remark: Mitr Phol's personnnel will be 100% trained in the Code of Conduct by 2025.
Mitr Phol has established a governance unit responsible for communicating corporate governance policies and the Mitr Phol Code of Conduct as approved by the Board of Directors. The governance unit takes charge of raising awareness and driving continuous implementation organization-wide. Mitr Phol ensures that policies and relevant practices are regularly reviewed and kept up to date. Furthermore, a mechanism for receiving complaints has been established, enabling all stakeholders to provide valuable information for organizational development and promote transparent operations. The complaint handling process is continually improved to remain current and align with the organizational context. Mitr Phol has also participated in national ethics programs to benchmark its practices against best practices and promote continuous organizational improvement and development.
In 2024, the Company reviewed key policies and practices, including the Mitr Phol Code of Conduct and Whistleblowing Policy. Since 2018, Mitr Phol Sugar Corporation Ltd. has been a certified member of the Thai Private Sector Collective Action Against Corruption (CAC), and this year, the Company was recertified for a second term. To further promote good corporate governance across the supply chain, Mitr Phol actively encourages its suppliers to declare their intention to join the CAC. The Company was honored with the CAC Change Agent Award, recognizing large organizations that play a leading role in expanding networks of transparent and ethical business practices. In addition, Mitr Phol was the sole private-sector organization selected to receive the “Good People Organization 2024” honor plaque from the Senate Standing Committee on Religions, Morals, Ethics, Arts, and Culture. This accolade recognizes organizations serving as role models in upholding moral and ethical standards in Thai society.
Ongoing communication of policies, relevant practices, and the Mitr Phol Code of Conduct is essential for fostering awareness and understanding among all personnel, including directors, executives, and employees. These efforts are carried out through various communication channels to ensure the effective implementation of corporate governance and business ethics. Examples of initiatives include employee training sessions, integrating content into onboarding programs for new employees, placing promotional signage at factories and offices, and disseminating information about internal and external activities via email and the Company’s website. Additionally, the Company has established communication channels to centralize information on corporate governance, risk management, and legal compliance. These channels ensure that Mitr Phol personnel stay up to date with relevant news, policies, and practices through engaging formats such as infographics, educational videos, and various activities. To consistently reinforce awareness and understanding, 100% of Mitr Phol personnel are required to sign and acknowledge their commitment to the Code of Conduct on an annual basis.
In 2024, the Company continued the training on “Mitr Phol Code of Conduct and Corporate Discipline” for the 7th consecutive year. The primary aim is to communicate and raise awareness of the Mitr Phol Code of Conduct and Corporate Discipline in a detailed and simple manner, with the target of 100% of Mitr Phol personnel being trained by 2025. This year, the training was conducted both online and onsite in meeting rooms, with 93.08% of Mitr Phol personnel having completed training. The Company has adapted the learning materials on Mitr Phol Code of Conduct for new employees into Infographics and short video clips for easier communication. In addition, still images have been created to communicate relevant internal and external topics.
Being committed to ethical business conduct, Mitr Phol places great importance on preventing fraud and corruption. The Anti-Fraud and Anti-Corruption Policy has been established, along with relevant practices, including guidelines for accepting or offering gifts and hospitality. These policies and practices are regularly reviewed to ensure alignment with global and the Company’s contexts.
In 2567 continuous communication was carried out to raise awareness and understanding among personnel within the organization through various forms and channels. Apart from that, Mitr Phol Group participates annually in national anti-fraud and anti-corruption activities, encouraging its employees to engage in these initiatives both onsite and via live broadcasts to other areas. These activities aim to foster awareness of Mitr Phol Group’s stance against fraud and corruption within Thai society. Additionally, the Company publicized these anti-fraud and anti-corruption activities on its website to inform its stakeholders and the general public.
Mitr Phol Group has established theWhistleblowing Policy and provides variouschannels for receiving complaintsor reports of wrongdoing. It also has a complaint handling process and measures to protect the rights of whistleblowers and maintain their confidentiality by limiting access only to authorized personnel or those responsible for investigations. This mechanism allows both internal and external personnel of Mitr Phol Group to file complaints and report violations or non-compliance with laws, regulations, rules, the Good Corporate Governance Policy, Anti-Fraud and Anti-Corruption Policy, Human Rights Policy (covering issues such as right to equality, discrimination, harassment, and labor practices), and the Diversity, Equity, Inclusion, and Belonging (DEI&B) Policy (which promotes equal and inclusive treatment for all), and other relevant policies and practices, as well as actions that violate the Mitr Phol Code of Conduct. Complaints can be submitted through various channels, including the Company’s website, email, postal mail, or any other appropriate and convenient means for whistleblowers.
Additionally, the Company regularly reviews and updates its practices to ensure they remain current. It also continuously communicates the complaint-handling procedures and whistleblowing mechanisms through training and various communication channels, such as internal PR, signage, employee computer screens, and video clips explaining the complaint submission process. These efforts aim to encourage and enable Mitr Phol personnel and all stakeholders to actively participate in monitoring and reporting misconduct, including filing complaints related to violations of duty or inappropriate behavior or actions by Mitr Phol personnel.
Corporate Governance Policy
