Corporate Governance
Impact on Business (GRI3-3)
Challenges and Opportunities (GRI3-3)
Amid the rapidly evolving business environment and increasing expectations regarding sustainability and corporate governance, the Company faces challenges in further strengthening its corporate governance practices to align with more stringent standards and requirements. These include enhanced ASEAN CG Scorecard criteria aligned with the G20/OECD Principles of Corporate Governance, the preparation of the Annual Report (Form 56-1 One Report), and disclosure requirements in accordance with the guidelines of the Securities and Exchange Commission and the Stock Exchange of Thailand. These developments raise expectations regarding transparency, completeness, and the verifiability of corporate governance information.
Within this context, the Company recognizes opportunities to further enhance the effectiveness of its corporate governance practices through continuous study, understanding, and improvement of its operational processes to align with evolving standards and best practices. These efforts strengthen organizational transparency, credibility, and accountability, while supporting sustainable business operations and reinforcing the Company’s role as a renewable energy company that upholds corporate governance standards at the international level.
Commitment (GRI3-3)
CKPower is committed to conducting business in adherence to the principles of good corporate governance. To this end, the Company has established a Corporate Governance Policy, which encompasses the business code of conduct, anti-corruption guidelines, and other relevant practices to promote operating standards that are transparent, fair, and systematically accountable.
The Company also places strong emphasis on promoting awareness and adherence to good corporate governance principles among personnel at all levels, from employees and executives to the Board of Directors. This includes strict compliance with business ethics as well as relevant laws and regulations, while taking into account the equitable interests of all stakeholder groups throughout the value chain.
Operational Guidelines (GRI 3-3)
Corporate Governance
CKPower prioritizes transparent and fair business conduct. As such, it has established clear corporate governance policies and guidelines applicable across all affiliated entities:
These policies and guidelines are intended to clarify roles and responsibilities across the value chain and form the basis for CKPower’s strategies, goals, and operational plans to support sustainable growth and foster stakeholder confidence in the long term.
Corporate Governance Policy Structure (GRI2-9, 2-10, 2-11, 2-12)
The policy structure comprises five key topics.
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The Rights of Shareholders |
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The Equal Treatment of Shareholders |
The Company treats and protects the rights of all shareholders equally and fairly, regardless of whether they are Thai or foreign shareholders, institutional investors, major shareholders, or minority shareholders. In addition, the Company has established guidelines on confidentiality and the use of inside information for directors, executives, and employees to ensure that inside information is not misused for improper personal gain. |
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The Role of Stakeholders |
The Company has established policies and operational guidelines that take into account all stakeholders and enable them to participate in the management of the Company. |
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Disclosure and Transparency |
The Company prioritizes accurate, complete, transparent, and timely disclosure of information, especially information that affects the decision-making process or is significant to its performance. |
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Responsibilities of the Board of Directors |
The Board of Directors has clearly defined authority, duties, and responsibilities, with a clear segregation of roles between the Board and management. The Board performs its duties with honesty, integrity, prudence, and care to strictly protect the interests of the Company under the principles of good corporate governance. |
Board Composition (GRI2-11)
In 2025, the Board of Directors comprised ten directors, with the selection process ongoing for one vacant position. The Board consisted of nine non-executive directors and one executive director. The Company also had four independent directors whose qualifications and definition complied with the Company’s criteria as well as the requirements of the Stock Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC).
All directors possess the required qualifications and are free of the characteristics prohibited under applicable laws and regulations. They also have diverse knowledge, expertise, skills, and experience that align with the Company’s strategies and business direction, supporting effective corporate governance and the sustainable growth of the organization.
In 2025, the Company convened a total of eight Board of Directors meetings to discuss key operational matters. Details regarding the directors’ profiles, meeting attendance, and governance issues can be found in the 2025 Annual Report (Form 56-1 One Report).
Nomination of the Board of Directors
CKPower has placed the nomination of directors under the responsibility of the Nomination and Remuneration Committee, which is responsible for considering and selecting suitable candidates with diverse qualifications, such as professional skills and specialized expertise. The nomination process does not impose restrictions based on age, gender, nationality, religion, cultural background, or other personal differences, as the Company places importance on inclusion and non-discrimination.
In nominating directors, the Committee considers candidates’ knowledge and expertise based on their educational background, training records, professional experience, and areas of specialization in accordance with the Board Skills Matrix. This ensures that the Board of Directors comprises individuals with diverse knowledge, capabilities, and experience that align with the Company’s strategies and support the sustainable growth of the business.
Nomination and Appointment of the Managing Director
The Board of Directors has authorized the Nomination and Remuneration Committee to propose candidates for appointment as the Managing Director. The nominated individual must possess the appropriate qualifications, knowledge, skills, experience, and attributes necessary to drive the organization toward its goals, without restriction or discrimination based on gender, race, or other personal characteristics, and must not possess any disqualifying characteristics under applicable laws and regulations.
Remuneration of the Board of Directors and Executives (GRI2-19, 2-20)
The Company has established guidelines for determining the remuneration of the Board of Directors and sub-committees, which are presented to the shareholders for approval. The Company also has a policy to ensure that the remuneration of executives is appropriate and aligned with their duties and responsibilities.
Board Composition
(Number of independent directors/total number of directors)
(Number of female directors/total number of directors)
(Number of non-executive directors/total number of directors)
years**
A summary of the skills and expertise of the board members can be found in the 2025 Annual Report.
Link: https://www.ckpower.co.th/en/investor-relations/downloads/annual-report-and-form-56-1
Managing Director and Executives Performance Assessment (GRI2-18)
CKPower conducts an annual performance assessment of the Board of Directors to enable the Board to jointly review its performance, as well as the challenges and obstacles encountered during the past year. The assessment also serves as a basis for continuously improving the effectiveness of the Company’s corporate governance practices. The evaluation process is carried out in accordance with the corporate governance guidelines for listed companies.
The performance assessment is conducted in three forms:
- Group assessment of the Board of Directors
- Individual assessment of directors (self-assessment and cross-assessment)
- Sub-committee assessment (group assessment)
In 2025, the performance of the Board of Directors, sub-committees, and individual directors was assessed on a full score of 4 points for each category. A summary of the assessment results is presented below.
| Forms of Assessment | 2024 Scores | 2025 Scores |
|---|---|---|
| Group Assessment | 3.86 | 3.91 |
| Individual Assessment (Self-Assessment and cross-assessment) | 3.93 | 3.98 |
| Sub-Committee Assessment (Group) | 3.93 | 3.97 |
Further details on the board performance assessment results can be found in the 2025 Annual Report.
Business Code of Conduct (GRI2-15)
CKPower adheres to a business code of conduct that prioritizes transparency, accountability, and responsibility to all stakeholders. Directors, executives, and employees at all levels are required to strictly adhere to and perform their duties in accordance with the corporate governance policy and guidelines and the business code of conduct. Additionally, directors and executives are responsible for reinforcing expectations and fostering a culture of compliance with the Code of Conduct.
To foster understanding and awareness, CKPower communicates its policies, the code of conduct, and various practices through accessible channels, such as its website, the CKPower Mobile Application, and the Company’s intranet. The business code of conduct covers various topics, including conflict-of-interest prevention, anti-corruption measures, unfair competition, and responsibilities to society.
Moreover, CKPower actively fosters understanding through training and various related activities for both new and current employees and directors, such as the publication of the Compliance Journal to explain and underscore the importance of the business code of conduct. In addition, employees’ knowledge and understanding on each issue are assessed through comprehension questionnaires and key information is communicated via email to ensure all personnel can efficiently and continuously apply the business code of conduct.
In 2025, the Company set the goal of encouraging employees to attend a Code of Conduct training course via the CKPower Mobile Application. New employees, in particular, were required to complete an onboarding training course, which covered the business code of conduct, corporate governance policies, and related topics. Employees who completed the training received a certificate to demonstrate their understanding and readiness to perform their duties.
Additionally, the Company published a Compliance Journal focusing on the business code of conduct to effectively communicate key information to all employees and executives. The content was delivered through short video clips distributed via email, Digital signage, and the CKPower Mobile Application, making the content of the business code of conduct concise and easily accessible. To assess awareness and understanding, a Business Code of Conduct test was administered to employees and executives. The participation rate for the test and Code of Conduct acknowledgment reached 100% across the organization, meeting the established target.
Anti-Corruption in the Company and Affiliates (GRI205-2)
Guided by transparency and integrity in its business operations, CKPower has established anti-fraud and anti-corruption policy and guidelines, which require all personnel to take a zero-tolerance stance against corruption. In addition, the Company has also announced a no-gift policy, which has been communicated to all stakeholders for clarity.
In addition, awareness of the business code of conduct as well as anti-fraud and anti-corruption practices is fostered through various communication channels, such as the Company’s website and the Company Compliance Journal, which presents information on issues such as corruption risks. The information is communicated through email and the Company Mobile Application to provide key insights regarding corruption risks, internal control measures, and disciplinary actions. Furthermore, such information is communicated to employees across both the Company’s offices and power plants.
With these initiatives and guidelines, the Company encourages its personnel to apply the knowledge gained in their work and perform their duties with integrity. The Company also strives to cultivate an organizational culture that rejects all forms of corruption and continuously communicates these principles across the organization to promote transparency, sustainability, and CKPower’s corporate image as a renewable energy business that operates in accordance with international ethical standards.
Anti-fraud and Anti-corruption Guidelines
CKPower has established anti-fraud and anti-corruption guidelines, which cover the following key topics:
Risk Management and Assessment
CKPower has established a Risk Management Working Group, encompassing both the Company and its subsidiaries. The working group’s duty is to monitor, analyze, and assess various risks, including fraud and corruption risks. The assessment of fraud and corruption risks is carried out as part of an audit of each power plant and through the Shared Service Center on a quarterly basis.
Risk Reporting and Reduction (GRI2-16, 2-25)
The results of the monitoring, analysis, and assessment of corruption risks and efforts undertaken to manage and reduce such risks are reported to the Corporate Governance, Risk Management, and Sustainability Committee through annual reports and other reporting intervals, as appropriate. This ensures that risk management is implemented continuously and effectively across all levels of the organization.
Handling of Complaints and Corruption Cases (GRI2-26)
The Company has established a whistleblowing system and complaint-handling mechanism for internal and external parties (Whistleblower Channel) to receive reports of incidents related to non-compliance with the Code of Conduct, violations of laws, behaviors that may indicate fraud, corruption, or misconduct by personnel of the Company and its subsidiaries, as well as deficiencies in internal control systems. Reports may be submitted by employees and stakeholders. The Company has clearly defined guidelines for whistleblowing and complaint submission.
The Company provides reliable and independent reporting channels for both employees and external parties who may encounter evidence of non-compliance with the Code of Conduct, violations of laws, behaviors that may indicate fraud, corruption, or misconduct by personnel within the organization, or deficiencies in internal control systems.
At present, the Company has established three whistleblowing channels as follows:
- Via the Company’s website https://www.ckpower.co.th/en/corporate-governance/declaration-of-anti-corruption/whistle-blowing-form
- Via email to the Audit Committee and the Board of Directors at directors@ckpower.co.th, the Company Secretary at compliance@ckpower.co.th, or the Investor Relations Unit at ir@ckpower.co.th
- Via sealed mail addressed to Chairman of the Audit Committee CK Power Public Company Limited 587 Viriyathavorn Building, Sutthisan Winitchai Road, Ratchadaphisek Subdistrict, Din Daeng District, Bangkok 10400, Thailand
Additionally, the Company has established whistleblower protection guidelines under its Stakeholder Engagement Practices. These measures are intended to protect whistleblowers and complainants by ensuring the confidentiality of complaint information and restricting access only to relevant parties. The guidelines are also disclosed on the Company’s website to enhance confidence and a sense of security among whistleblowers, as follows:
- Whistleblowers or complainants may choose to disclose their identity or remain anonymous if disclosure may lead to personal safety concerns or potential damage.
- The Company treats all information as confidential and will disclose it only when necessary to responsible persons involved in resolving the issue and mitigating potential damage, with due consideration given to the safety and potential impact on the whistleblower, complainant, or related parties.
- If whistleblowers or complainants believe that they may face safety risks or potential harm, they may request the Company to implement appropriate protective measures.
- Individuals who suffer damage or hardship will receive appropriate and fair remediation through established processes.
- The Company will take action to resolve and mitigate any damage that may occur in accordance with its management mechanisms and applicable legal requirements. In 2025, the Company did not receive any complaints.
- To demonstrate the Company’s commitment to combating corruption, in 2025 the Company continued to implement the No Gift Policy across the Company and its subsidiaries and communicated this policy to all stakeholders through various channels, including the Company’s website and social media platforms. This reinforces the Company’s strong commitment to a zero-tolerance approach to corruption in all forms.
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Via the Company’s websiteto the company secretary via the Investor Relations Department page at http://www.ckpower.co.th/en/investor-relations/ir-home
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Via E-mailto the Members of the Audit Committee and the Board of Directors at director@ckpower.co.th, the Company Secretary at compliance@ckpower.co.th or the Investor Relations at ir@ckpower.co.th
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Via a sealed letterto the Chairman of the Audit Committee of CK Power Public Company Limited No. 587 Viriyathavorn Building, Sutthisan Winitchai Road, Ratchadaphisek Subdistrict, Dindaeng District, Bangkok 10400.
The Company places high importance on stringent protection of complaint and whistleblowing information and has thus established a policy to maintain the confidentiality of such information, in accordance with the stakeholder engagement guidelines, which is available on the Company’s website to ensure transparent access for all sectors.
Information regarding complaints and whistleblowing is restricted to individuals designated to receive such information in order to instill confidence and a sense of security for the whistleblower and sustainably promote a corporate culture of transparency and adherence to corporate governance principles.
Preventive Measures Against Code of Conduct Violation (GRI2-17)
To prevent violations of the Code of Conduct, CKPower regularly communicates and promotes the understanding of the business code of conduct to employees, executives, and directors through the Compliance Journal, distributed via email and published on the intranet system, to give ready access to personnel at all levels.
In addition, an assessment of knowledge and comprehension regarding the Compliance Journal’s content is also conducted. This measure ensures that all personnel are aware and in full comprehension of the Company’s code of conduct, thereby reducing the likelihood of violations and promoting an organizational culture that aligns with ethical standards.
Additionally, the Company has prescribed clear penalties for violations of the business code of conduct to ensure fairness and serve as a deterrent against inappropriate conduct. These measures reflect the Company's commitment to promoting transparent, fair, and sustainable business practices in the long term.
Long-term targets, 2025 targets, and 2025 achievements (GRI2-16, 2-27, 3-3, 205-3, 206-1)
| Corporate Governance | |||
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Corporate Governance |
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| Long-term Targets | |||
| Employees and executives are aware of and understand the Company’s code of ethics, anti-corruption policies, and corporate values |
100% |
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| Employees and executives are aware and understand corporate governance principles |
100% |
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| 2025 Targets | 2025 Achievements | ||
| Employees and executives are aware of and understand the Company’s code of ethics, anti-corruption policies, and corporate values |
100% |
100% |
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| Employees and executives are aware of and understand corporate governance principles. |
100% |
100% |
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| SDGs |  |
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| Corporate Governance | |||
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Corporate Governance |
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| Long-term Targets | |||
| Internal and external reports of corruption |
Zero |
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| CKPower participates in the Corporate Governance Report of Thai Listed Company (CGR) by the Thai Institute of Directors Association (IOD) |
Excellent score |
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| 2025 Targets | 2025 Achievements | ||
| Internal and external reports of corruption |
Zero |
Zero |
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| CKPower participates in the Corporate Governance Report of Thai Listed Company (CGR) by the Thai Institute of Directors Association (IOD) |
Excellent score |
Excellent score |
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Project Highlights in 2025
Compliance Journal
CKPower has initiated the Compliance Journal initiative since 2023 and continued its implementation in 2025. The initiative aims to communicate guidelines on good corporate governance, business ethics, relevant laws and regulations, and key risk issues that may affect business operations, with the objective of enhancing knowledge, understanding, and awareness of governance across employees and executives at all levels.
The journal is published on a quarterly basis, with topics selected in alignment with the Company’s business context as well as governance developments at both national and international levels. The content is designed to be concise, easy to understand, and practical, enabling employees to apply the knowledge in their daily work while promoting effective compliance with laws, regulations, and the Company’s Code of Conduct.
To ensure that the information reaches personnel across the organization, the journal is disseminated through multiple communication channels, including internal email, the CKPower Mobile Application, and internal office communication media such as digital signage. The Company also encourages employees to participate in learning and exchanging ideas, thereby fostering a transparent and ethical corporate culture.
Outcomes for 2025
In 2025, the Company published a total of 4 issues of the Compliance Journal, covering key topics including:
- Anti-corruption practices (Code of Conduct)
- Law Near You: Simple Matters That May Become Legal Cases
- Good Corporate Governance Principles
- Personal Data Breach Risk Management
Employees and executives within the target groups achieved 100% awareness of and access to the content, reflecting the effectiveness of the initiative in continuously strengthening understanding of governance practices and ethical conduct across the organization.
Compliance Journal
Sustainability report 2025