Good corporate governance serves as a fundamental foundation for sustainable business operations. The Company is committed to upholding the principles of accountability, transparency, and fairness, which are essential to fostering long-term value creation and trust among all stakeholders.
Key Stakeholders Affected
Stakeholder Impact
Business Impact
Performance Against Targets
Corporate Governance Rating of Listed Companies (CGR)
2025
2025
2027
Management Approach
Composition of the Board of Directors
The Board of Directors comprises ten directors, consisting of eight non-executive directors and two executive directors. Of these, four are independent directors in accordance with the Company’s definition of independent directors and the regulations of the Capital Market Supervisory Board of the Securities and Exchange Commission (SEC) (as of December 31, 2025). All directors possess the required qualifications and do not exhibit any prohibited characteristics under applicable laws and regulations. They also bring diverse knowledge, expertise, skills, and experience that align with the Company’s business strategy. In addition, the Company limits directorships held by each director in listed companies to no more than five to ensure that directors can devote sufficient time and attention to their duties, perform effectively, and deliver maximum value to the organization in line with the principles of good corporate governance.
The Company has established independent sub-committees to support the Board’s oversight responsibilities, all of which operate under the accountability of the Board of Directors, as follows:
The Company has designated the Chairman of the Board to serve as a Non-Executive Director to strengthen independent oversight and ensure an appropriate balance of power between the Board and management.
This governance structure enables the Company to maintain an effective and transparent corporate governance system in accordance with good governance principles, supports prudent strategic decision-making, and reinforces confidence among shareholders, investors, and all stakeholder groups.
Board Composition
Director and Executive Nomination
The Company takes into consideration board diversity in its nomination process, including the proportion of female independent directors and directors (gender diversity), as well as diversity in race, nationality, religion, and age. In addition, the Company considers directors’ skills, competencies, experience, and specialized expertise relevant to the Company’s business and the Materials Industry, in accordance with the Board Skills Matrix. Candidate selection is also supported by director databases and pools, including those of the Thai Institute of Directors (IOD), to promote an appropriate and diverse composition of the Board of Directors in line with established criteria.
Furthermore, the Company is committed to promoting gender diversity by targeting a minimum of 30% representation of directors of diverse genders across the Board, including male, female, and non-binary individuals. Nevertheless, such consideration is primarily based on candidates’ skills and experience that are aligned with the Company’s business strategy.
Succession Planning for Chief Executive Officer
The Company has established a structured and transparent process for the selection of candidates for the positions of Chief Executive Officer (CEO) and President to ensure the appointment of highly qualified and professional executives who can perform their duties independently from any major or individual shareholders. The Nomination and Remuneration Committee (NRC) is responsible for preparing the succession plan for the CEO and President and proposing it to the Board of Directors for consideration.
In the recruitment and selection process, the NRC considers candidates based on their qualifications, professional experience, and specific competencies that are essential and beneficial to the Company’s business operations (CEO’s Success Profile). The process also ensures the absence of any conflicts of interest. The shortlisted candidates are then proposed to the Board of Directors for approval.
In addition to the recruitment and selection process, the Company has established a CEO succession plan to ensure business continuity and readiness for leadership transition.
To strengthen confidence among shareholders, investors, and all stakeholders, the Board of Directors has implemented a policy to identify and select suitable successors for the CEO and President roles from both internal and external candidates. This approach ensures that the most appropriate candidate is appointed in alignment with the Company’s circumstances at any given time.
The NRC defines clear criteria and procedures for the nomination and selection process. The succession plan for the CEO and President is reviewed annually, and the results are reported to the Board of Directors at least once per year.
Directorship in Other Listed Companies
Directors are permitted to hold directorships in other listed companies, with a maximum limit of five listed companies, in accordance with the Company’s policy and guidelines on external directorships. Such appointments must receive prior approval from the Board of Directors.
The process is as follows:
- Directors must notify the Nomination and Remuneration Committee of any appointments in other companies or organizations.
- The NRC will propose such appointments to the Board of Directors for consideration and approval.
- The Company Secretary will disclose the information in the Annual Registration Statement/Annual Report (Form 56-1 One Report) and other relevant reports.
Shareholders’ Rights in the Election of Directors
The Company places strong emphasis on good corporate governance and the protection of shareholders’ rights. Shareholders are entitled to exercise their voting rights to appoint and remove directors at shareholders’ meetings in accordance with applicable laws and the Company’s Articles of Association. Director elections are conducted on a rotational basis upon the completion of directors’ terms to ensure board stability and continuity in corporate oversight. The nomination and election process is carried out in a transparent and fair manner, based on candidates’ qualifications, suitability, and capabilities, to ensure that the Board’s composition remains aligned with the Company’s long-term business strategy and objectives.
Criteria, Procedures, and Qualifications of Directors, Sub-Committees, and the Chief Executive Officer
The Nomination and Remuneration Committee is responsible for establishing the criteria, procedures, and qualifications for the nomination of directors, sub-committee members, and the Chief Executive Officer. In doing so, the Committee takes into account board diversity without discrimination on the basis of gender, age, race, nationality, religion, or other personal background, while also considering candidates’ knowledge, experience, expertise relevant to the Company’s business, time commitment, and ability to perform their duties effectively.
The nomination and appointment process is conducted in compliance with applicable laws, rules, and regulations, including the requirements of the Capital Market Supervisory Board and the Stock Exchange of Thailand. Candidates are proposed for approval by the Board of Directors and/or the Annual General Meeting of Shareholders, as appropriate. The Company also provides shareholders with the opportunity to propose qualified candidates for consideration in advance of the shareholders’ meeting.
Individuals appointed as directors must possess all qualifications required by law and must not have any prohibited characteristics. They are expected to demonstrate leadership, integrity, ethical conduct, and independence, with no conflicts of interest. In addition, directors must possess skills in line with the Board Skills Matrix, covering areas such as strategy, business, finance, law, technology, risk management, and corporate governance, in order to support effective oversight and the Company’s sustainable growth.
Furthermore, the Nomination and Remuneration Committee establishes a systematic succession plan for senior executives to ensure management continuity and to strengthen long-term confidence among shareholders and stakeholders.
The Company conducts an annual review of the Board of Directors’ Skill Matrix, together with the Board performance evaluation, to ensure its effectiveness in defining the criteria for the nomination of new directors and in strengthening the competencies of existing directors. The skills and expertise of the Board of Directors are summarized as follows:
| Director’s Name | PART 1 - Skills & Experience | PART 2 - Sector-Specific Skills | PART 3 - Other Relevant Skills | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Business Management | People Management & Leadership | Domestic & International Trading | IT, Digital Transformation, AI & Robotics | Energy Business | Retail Business | E-Commerce | Real Estate Business | Bio-Energy & Renewable Power | Agricultural Biomass / Waste Utilization | Health, Safety and Sustainability (HSS) | Strategic Planning | Internal Audit, Internal Control and M&A | Innovative Research & Development | Financial Technology & Banking | |
| Mr. Teeranun Srihong | - | ||||||||||||||
| Mr. Pitak Ratchakitprakarn | - | ||||||||||||||
| Mr. Pongsak Vachirasakpanich | |||||||||||||||
| Mr. Supote Pitayapongpat | - | ||||||||||||||
| Mrs. Malinee Sumboonnanondha | - | - | - | ||||||||||||
| Ms Yaowaluk Aramthaveethong | - | ||||||||||||||
| Mr. Krairawee Sirikul | - | - | |||||||||||||
| Mr. Shanisit Nitayanurak | - | - | - | ||||||||||||
| Dr. Chalermruth Narkvichien | |||||||||||||||
| Mr. Rangsun Puangprang | - | ||||||||||||||
| Total | 9 | 10 | 10 | 6 | 9 | 9 | 10 | 10 | 9 | 7 | 10 | 10 | 10 | 9 | 9 |
The Board of Directors comprises individuals with diverse backgrounds in terms of skills, professional experience, gender, and competencies, in accordance with the established Skill Matrix. These include expertise in business management, strategic planning, energy business, retail business, e-commerce, bioenergy and renewable energy, as well as human resource management and leadership. Such competencies are essential for effective corporate governance and support the Company in driving growth in line with its strategic plans and defined objectives.
In addition, all non-executive directors possess experience and knowledge relevant to the Company’s business, as well as expertise in areas such as law, accounting, finance, information technology and digital transformation, artificial intelligence and robotics, health, safety, and sustainability, as well as research and innovation development. These competencies enhance the Board’s comprehensive oversight and contribute to effective strategic decision-making
Performance Evaluation of the Board of Directors
The Company conducts a performance evaluation of the Board of Directors at least once a year. The evaluation covers both individual directors and the Board as a whole to ensure continuous monitoring and enhancement of the Board’s effectiveness. The evaluation process consists of two main components: (1) the evaluation of the Board of Directors and (2) the evaluation of Board sub-committees. Upon completion of the evaluation, a summary report and recommendations from the Board are prepared. These findings are used to improve, monitor, and further develop the performance of the Board in an effective manner. The performance evaluation of the Board of Directors is based on six key assessment areas, as outlined below.
To ensure effective corporate governance, each director is expected to attend at least 75 percent of the total number of Board of Directors’ meetings held during the year.
| Indicator | Board of Directors |
Audio Committee |
Executive Committee |
Risk Management Committee |
Corporate Governance and Sustainable Committee |
Nomination and Remuneration Committee |
Investment Committee |
กรรมการที่ไม่เป็นผู้บริหาร (NED) |
|---|---|---|---|---|---|---|---|---|
| Number of Meetings (Sessions) | 11 | 10 | 12 | 4 | 7 | 7 | 4 | 1 |
| Meeting Format | ||||||||
| Physical | 4 | 10 | 11 | 4 | 7 | 7 | 4 | 1 |
| Hybrid | 7 | - | 1 | - | - | - | - | - |
| Attendance Rate (%) | 100 | 100 | 100 | 100 | 100 | 100 | 100 | - |
| Performance Evaluation Results by Committee (%) | 98.42 | 100 | 100 | 99.80 | 99.31 | 99.65 | 100 | - |
The Company has established a performance evaluation system for personnel at each level, including senior executives and the Chief Executive Officer, using strategic management planning tools. The Balanced Scorecard (BSC) is applied to measure the achievement of performance in accordance with the defined strategic plan, vision, and mission. Performance is assessed across four key perspectives, as follows:
In addition, the Company has incorporated its sustainability performance as part of the key performance indicators for evaluating the performance of the Company’s leadership, including the Chief Executive Officer (or equivalent) and senior executives. This includes sustainability performance assessments based on the Company’s participation in sustainability assessments conducted by the Stock Exchange of Thailand. The Company has established organizational success indicators aligned with four key objectives, as follows:
- The Company’s vision and mission
- The Company’s financial performance
- Enhancing the capabilities of the Company’s personnel to drive the achievement of business objectives
- Fostering innovation within the Company and advancing toward new S-curve businesses
| Corporate Indicators | CEO | Management | Employees |
|---|---|---|---|
| Financial Performance | |||
| Productivity Initiative | |||
| Sustainability Development |
Remuneration Determination Process
1. Determination of Directors’ Remuneration
The Company has a Nomination and Remuneration Committee that conducts the initial review, based on the following criteria:
- Consideration criteria: Benchmarking against companies in the same industry with a comparable size
- Alignment with the Company’s performance (performance-based)
- Responsibilities and scope of duties of each director
- Components of remuneration: Typically consists of meeting allowances and directors’ fees (with no significant non-monetary benefits)
- Approval process: Must be approved by the Board of Directors and proposed for approval at the Annual General Meeting of Shareholders each year
2. Determination of Executive Remuneration
The remuneration of the Chief Executive Officer (CEO) and senior executives is determined in alignment with the Company’s short-term and long-term organizational success:
- Short-term remuneration: Includes salary and annual bonuses, which are linked to individual Key Performance Indicators (KPIs) and the Company’s profitability
- Performance evaluation: The Nomination and Remuneration Committee evaluates the performance of the CEO and senior executives annually to determine adjustments to base salary and remuneration benefits
Roles and Responsibilities of the Board of Directors
The Company has established sub-committees that operate independently under the responsibility of the Board of Directors. These sub-committees oversee and ensure that the Company’s management is conducted in accordance with good corporate governance and ethical standards. The key roles and responsibilities include:
Audit Committee
- Review the financial reports to ensure that internal control systems are appropriate, effective, and in place.
- Ensure that disclosures related to related-party transactions or potential conflicts of interest are accurate and complete.
- Provide comprehensive summaries and offer recommendations to the Board of Directors.
Corporate Governance and Sustainability Committee
- Provide guidance on establishing a corporate governance framework, anti-corruption policies, sustainability initiatives, and corporate social responsibility practices that align with the company’s overall structure.
- Review and update policies regularly to ensure they remain current and relevant, at least once a year.
- Collaborate with management to assess compliance with corporate governance principles and policies.
- Report findings and provide strategic recommendations to the Board of Directors at least on a quarterly basis.
Nomination and Remuneration Committee
- Ensure that the composition and size of the Board and its subcommittees are appropriate for the company's needs.
- Develop and oversee a comprehensive succession plan for senior management positions.
- Establish clear criteria and processes for selecting candidates for the Board of Directors.
- Present recommendations to the Board of Directors for approval before submitting candidates for shareholder election.
Risk Management Committee
- Oversee and support the execution of enterprise risk management and stakeholder engagement, ensuring alignment with the company’s strategy and business objectives, while adapting to evolving market conditions.
- Review risk management reports regularly.
- Continuously monitor critical risks that could impact the organization.
- Ensure that risk management practices are effective and appropriate across the organization.
Executive Committee
- Define the company’s policies, strategic direction, and core business operations, ensuring they align with economic conditions and competitive pressures, and submit them for approval by the Board of Directors.
- Establish guidelines for resource allocation, budgeting, financial management, and investment policies. Ensure that these strategies are in alignment with the company’s overall objectives and business goals.
Board Development and Capacity Building
In accordance with the Company's policy, the Company encourages all directors to continuously enhance their capabilities by participating in training and development programs. These include courses organized by the Thai Institute of Directors (IOD), as well as other relevant programs and seminars related to the Company’s business. In 2025, all ten members of the Board of Directors attended training programs organized by the Thai Institute of Directors and other reputable institutions, including the following:
Organization Contributions
| Name of Organizations | Type | Total Amount Paid (Baht) | |||||
|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | ||
| Association of Thai Securities Companies | Trade Association | ||||||
| Oil Industry Environmental Safety Group Association (IESG) | Trade Association | 900,000 | 495,000 | 225,000 | 225,000 | 225,000 | 225,000 |
| Association of the physically handicapped of Eastern Region | Trade Association | ||||||
| Thai Listed Companies Association | Trade Association | 25,000 | 25,000 | 50,000 | 15,000 | 15,000 | |
| The Economic Reporters Association | Trade Association | 100,000 | 100,000 | 100,000 | |||
| Investmant Analysis Association | Trade Association | 30,000 | 60,000 | 30,000 | 30,000 | 80,000 | |
| The Federation of Business and Professional Women of Thailand under | Trade Association | ||||||
| 360 Degree Motorcycle Sports Association | Trade Association | ||||||
| Thai Institute of Directors | Trade Association | 78,972 | 39,009 | 8,000 | 241,993.46 | ||
| Thai Garment Manufacturers Association | Trade Association | 1,250 | 3,000 | 3,000 | 3,000 | 3,000 | |
| Suvarnabhumi Taxi Coordination Association | Trade Association | 98,400 | |||||
| Young Entrepreneur Assembly Hub | Trade Association | 300,000 | |||||
| The Thai Red Cross Society | Charity Organization | 50,000 | 20,000 | ||||
| Personnel Management Association of Thailand | Trade Association | 21,000 | 56,600 | ||||
| Idoor air quality association | Trade Association | 36,000 | |||||
| Thai Chamber of Commerce | Trade Association | 46,000 | 23,000 | 23,000 | 23,000 | ||
| Alumni Association of the Faculty of Management Sciences, Prince of Songkla University | Trade Association | 50,000 | 50,000 | ||||
| Sangthong Alumni Association | Trade Association | 50,000 | |||||
| Thai Bond Market Association | Trade Association | 200,000 | 160,000 | ||||
| Thai Association for Procurement and Supply Management | Trade Association | 48,088 | 25,336.45 | ||||
| Safety and Health at Work Promotion Association | Trade Association | 276,450 | 78,650 | 66,900 | |||
| Technology Promotion Association (Thailand-Japan) | Trade Association | 210,262 | 361,017.34 | 270,730.63 | |||
| Thai Investor Association | Trade Association | 50,000 | 50,00 | 50,000 | |||
| Lobbying, interest representatives, or similar | Trade Association | 3,000 | |||||
| Local, regional, or national political campaigns/candidates | Trade Association | 60,000 | |||||
| Thai Venture Capital Association | Trade Association | 20,000 | |||||
| Association of Thai Securities Companies | Trade Association | ||||||
| Total | 1,631,000 | 1,058,000 | 956,250 | 1,028,400 | 539,972 | 1,244,809 | |
Tax management
Management Ownership
The shares held by the CEO and top executives as of December 31st, 2025 have been disclosed as shown in the below table
| Position | Name - Last Name | Multiple of annual compensation |
|---|---|---|
| CEO | Mr. Pitak Ratchakitprakan | 1.28 |
| Average shareholding for top executives* | Mr. Rangsun Puangprang Mr. Chaiwat Lertvanarin Mr.Chaitatsn Wanchai Mrs.Winita Sanoi |
6.01 |
Remark:
* executives in accordance with Securities and Exchange Commission (SEC)’s definition
Tax Reporting
In 2025, PTG reported an income tax expense of 320 million baht, with an effective tax rate of 22.95 %, due to unrecognized deferred tax assets and deferred tax income arising from tax losses carried forward.
| Financial Report | Unit | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Earning before tax | Million Baht | 1,226.57 | 1,489.64 | 1,393.88 |
| Reported taxes | Million Baht | 260.82 | 447.78 | 319.89 |
| Effective tax rate | % | 21.26% | 30.06% | 22.95% |
| Cash taxes paid | Million Baht | 452.79 | 618.54 | 509.70 |
| Cash tax rate | % | 39.91% | 41.52% | 36.57% |