Corporate Governance
Impact on Business
Challenges and Opportunities
CKPower recognizes both challenges and opportunities amid the rapidly evolving business landscape and greater demand for sustainable practices. In 2024, the ASEAN CG Scorecard criteria were adjusted to align with the G20/OECD Principles of Corporate Governance, and a handbook on sustainable development goals for Annual Report 2024 (Form 56-1 One Report) was published. In response, CKPower has actively studied these new requirements and made adjustments accordingly to further enhance its corporate governance while also fostering sustainability across all dimensions. In addition, CKPower is committed to upholding corporate governance principles, business code of conduct, and transparent and accountable business practices, prioritizing equitable treatment of all stakeholder groups, demonstrating zero tolerance for corruption, and fostering a corporate culture on par with international standards. Driven by such commitments, the Company seeks to foster confidence and transparency and cultivate a positive corporate image as a leading renewable energy producer in the region.
Commitment
CKPower is committed to conducting business in adherence to the principles of good corporate governance. To this end, it has established a corporate governance policy, which encompasses the business code of conduct, anti-corruption guidelines, and other relevant practices, with the goal of creating clear, transparent, accountable, and fair operational guidelines. Additionally, CKPower endeavors to foster awareness among its personnel at all levels, from general employees to executives and board members, regarding business ethics and relevant laws as well as prioritize the interests of all stakeholders throughout the supply chain and elevate its standard of corporate governance, thereby setting a positive example both domestically and internationally.
Operational Guideline
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:
- Information disclosure policy
- Risk management policy
- Anti-corruption guidelines
- Business code of conduct
These policies and guidelines are intended to ensure compliance with the roles and responsibilities outlined for stakeholders throughout the supply chain and form the basis of the formulation of CKPower’s strategies, goals, and operational plans to support sustainable growth and foster stakeholder confidence in the long term.
Corporate Governance Policy Structure
The policy structure comprises five key topics.
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The Rights of Shareholders |
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The Equal Treatment for Shareholders |
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The Role of Stakeholders |
CKPower 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 |
CKPower 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 authority, duties, and responsibilities of the Board of Directors and the management are clearly segregated. Board members perform their duties with honesty, integrity, prudence, and care to strictly protect the interests of the company under the principles of good corporate governance. |
Board Composition
In 2024, the Board of Directors comprised 11 directors, with ongoing selection for one vacant position. Ten members were non-executive directors, and one was an executive director. The Board of Directors also consisted of four independent directors, the definition and qualifications of which were as specified in the Notification of the Stock Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC) Regarding the Qualifications of Independent Directors. All directors possess the full set of qualifications stipulated in and are free of the characteristics prohibited by the relevant laws and regulations. They also have a variety of knowledge, expertise, skills, and experience in line with the Company’s business strategies. In the past year, the Company convened a total of seven Board of Directors meetings to discuss key operational issues. Details regarding meeting attendance and the governance issues under discussion can be found in the Annual Report 2024 (Form 56-1 One Report)
Nomination of the Board of Directors
The Company has placed the nomination of directors under the responsibility of the Nomination and Remuneration Committee, which is charged with the responsibility of nominating suitable candidates with a diverse range of qualifications for directorship, such as professional skills and specialization, without discrimination based on age, gender, nationality, religion, cultural background, or other differences, as the Company places importance on inclusion and non-discrimination. In nominating directors, the Committee considers their knowledge and expertise based on education, training records, practical experience, and specializations based on the Board Skills Matrix to ensure that the Board consists of directors with a diverse range of skills and experience that are in alignment with corporate strategies and support CKPower’s sustainable business growth.
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 any restriction or discrimination based on gender or race, and must not have any disqualifying characteristics under applicable laws and regulations.
Criteria for Determination of Remuneration for Board and Executives of the Company
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.
A summary of the skills and expertise of the board members can be found in the 2024 Annual Report.
Link: https://ckp.listedcompany.com/misc/one-report/20250324-ckp-or2024-en.pdf
Board Performance Assessment
CKPower assesses the performance of the Managing Director and the executives on a yearly basis, using performance indicators that encompass growth, suitable returns on investment, and sustainability in all aspects of the business, in accordance with the Company’s 5 Core Values (CAWTA)
- COACHING AND LEARNING: Coach one another from generation to generation
- ACCOUNTABILITY: Do your best and take accountability for consequences
- WORK ETHICS: Choose what’s right over what you want.
- TEAMWORK: 1+1 is greater than 2.
- ADAPTABILITY: changing and adapting. Open-minded and adapt to changes
| KEY PERFORMANCE | MD | DMD, AMD | GM | |
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| Growth | Performance excellence to accelerate growth opportunity | |||
| Profitability | Operational excellence to achieve high productivity | |||
| Sustainability | Driving operational sustainability across all aspects of the C-K-P framework to achieve the established goals | |||
CKPower annually defines short-term key performance indicators (KPIs), which serve as performance assessment criteria for the Chief Executive Officers and top executives, consisting of the following.
- KPIs, namely financial return indicators, such as revenue; earnings before interest, taxes, depreciation and amortization (EBITDA), net profit, and economic value added (EVA).
- Related financial efficiency indicators, namely the ability to raise funds from debt capital markets and financial institutions, the optimal capital structure for investment in new projects, and the efficiency and availability of electricity production
- Sustainability indicators according to the C-K-P sustainability framework.
- Environmental indicators (C – Clean Electricity)
These include energy management, GHG emission reduction, and increasing internal use of renewable energy in order to strive towards net zero emissions by 2050. - Social indicators (K – Kind Neighbor)
These include safety in the production process, human rights complaints, community satisfaction surveys, and zero unmanaged complaints. - Governance and economic indicators (P – Partnership for Life) These include zero corruption complaints and business expansion towards new ASEAN countries.
- Environmental indicators (C – Clean Electricity)
Performance based on the aforementioned indicators will be reflected in the remuneration for the Managing Director and the executive team. The Company has a transparent and appropriate process for the consideration of remuneration, which comprises salary, bonuses, and other benefits. Nevertheless, CKPower is aware of the importance of stakeholder involvement, as it believes that input and suggestions from stakeholders will contribute towards the attainment of its goals. To this end, the Company arranges stakeholder meetings so as to enable it to achieve its goal of sustainable growth and development.
The Company assesses the performance of the Board of Directors annually so that the Board may participate in assessing their own performance and the problems and obstacles faced in the year prior. Three forms of assessment are used: group assessment, individual assessment (self- assessment and cross-assessment), and sub-committee assessment (group), in accordance with the corporate governance guidelines for listed companies. The Managing Director’s Office is charged with sending the aforementioned assessment forms to each director. For the year 2024, the results of the performance assessment of the Board of Directors, sub-committees, and individual directors out of a full score of four for each category are as follows
| Forms of Assessment | 2024 Scores |
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| Group Assessment | 3.86 |
| Individual Assessment (Self-Assessment and cross-assessment) | 3.93 |
| Sub-Committee Assessment (Group) | 3.93 |
Further details on the board performance assessment results can be found in the 2024 Annual Report.
Business Code of Conduct
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 have a responsibility to reinforce the expectation and foster a culture of code of conduct compliance.
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 encompasses various topics, such as conflict of interest prevention, anti-corruption measures, combating against unfair competition, and other practices related 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 crucial information is communicated via email to ensure all personnel can efficiently and continuously apply the business code of conduct.
In 2024, 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 for business code of conduct acknowledgment reached 100% across the organization, meeting the established target.
Anti-Corruption in the Company and Affiliates
Guided by transparency and integrity in its business operations, CKPower has established 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 on the business code of conduct as well as anti-fraud and anti-corruption practices is cultivated in a concrete manner through a variety of communication channels, such as the Company’s website and the CKPower Compliance Journal, which discusses corruption risks and is distributed via email and the CKPower Mobile Application to provide key information about corruption risks, internal controls, and disciplinary actions. In addition, such information is communicated to all employees across CKPower’s offices and power plants.
With these initiatives and guidelines, CKPower seeks to enable its personnel to apply their knowledge in their work and perform their duties with integrity. The Company also strives to foster an organizational culture of zero tolerance towards all forms of corruption and continuously communicate this knowledge to all personnel to promote transparency, sustainability, and CKPower’s corporate image as a leader in the renewable energy business that operates to the 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
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 both in the form of the Corporate Governance Performance report and at appropriate reporting intervals to ensure that risk management is implemented consistently and efficiently at every level of the organization.
Handling of Complaints and Corruption Cases
The Company has established a whistleblowing channel for both internal and external reporting of incidents that are in violation of the code of conduct or the law, potential corruption, or misconduct by personnel of the Company and its subsidiaries as well as deficiencies in the internal control system reported by both employees and stakeholders. Additionally, CKPower has implemented guidelines to protect whistleblowers and outlined procedures for reporting tips and complaints as follows:
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
Prioritizing the prevention of violation, 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, 2024 targets, and 2024 achievements
| 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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| 2024 Targets | 2024 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 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
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| 2024 Targets | 2024 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
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Excellent
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Project highlights in 2024
Compliance Journal
CKPower initiated the Compliance Journal in 2023 and continued it through 2024 with the aim of disseminating corporate governance guidelines and fostering comprehension regarding regulations, practices, business code of conduct, and potential risks for the business. Published quarterly, this journal serves to raise awareness among employees and all stakeholder groups.
The journal seeks to promote compliance with laws, code of conduct, and applicable requirements as well as elevate and align CKPower’s corporate governance standards with international principles. It also fosters transparent and accountable business operations and encourages all employees to participate in related activities and promote a positive organizational culture. Quarterly Implementation
The publishing of the Compliance Journal promotes transparent and ethical business practices and anti-fraud and anti-corruption efforts in a sustainable manner. This project has enabled CKPower to continuously foster understanding and awareness of corporate governance within the organization, elevate its corporate governance standards towards internationally accepted principles, ultimately instilling confidence among all stakeholders and strengthening the organization in the long term.
Outcomes for 2024
Across the four issues tailored to employees and executives, the outcomes are as follows:
Compliance Journal
