Highlight Governance Risk and Compliance

Driving Business

In the current situation, new forms of risks may emerge and result in regulations or laws changes. Therefore, good corporate governance is important to support the effective management of the organization.
OR realizes the importance of Governance, Risk, and Compliance (GRC), which are important tools in driving the business along with strengthening the foundation for stable and sustainable operations. Since OR operates a variety of businesses, it has set the OR SDG strategy in the D-Diversified section, Opportunities for Growth in All Forms (More Partners, Products and Services) through OR’s potential to be a platform for distributing diverse and comprehensive business opportunities and growing together, including Mobility, Lifestyle, Global, and Innovation businesses. Every business needs to adapt and prepare for changes that may occur in the future. The absence of good and systematic governance may cause damage to the business in terms of both financial impact and reputation. Therefore, OR has set a management structure that covers all three aspects of GRC as a framework for good corporate governance throughout the organization and companies in the group. This is in order to prepare for changes that may occur in the future and to supervise operations in accordance with the law, as well as to create confidence in business operations for all stakeholders.

This is Our Giving Priority

OR has set executive performance indicators (CEO KPIs) related to Governance, Risk, and Compliance (GRC). This is done through Leadership KPIs by measuring the ability to lead the company to be widely accepted and recognized as a leading organization in Thailand, covering GRC with a proportion of 10 percent from the full evaluation criteria of 100 percent.

Opportunities and Challenges

Governance, risk management and compliance (GRC) are important tools in managing corporate risks, both in business operations and in cases of non-compliance with the law, increasing efficiency in managing operational risks and building confidence among stakeholders, as well as demonstrating transparency in business operations from the current challenges in business operations.

Operational Strategy

The key initiatives for GRC issues such as setting the structure of the committee responsible for overseeing GRC management, such as the Corporate Management Group, the Compliance Committee, and the Risk Management Committee. In addition, there are good policies on Good Corporate Governance, Risk Management, Compliance with Laws and Regulations, Anti-Fraud and Corruption as well as whistleblowing regarding corruption and the Company’s regulations compliance. In addition, OR strives for the integrate the concept of environmental, social, and corporate governance (ESG) management into business conduct and operations, aiming to enable the Board of Directors, the Management, and employees to comply with as a guideline to support the Company with Good Corporate Governance, excellent management, business ethics, transparency and verifiability.

Long-term Targets

Outstanding Projects and Performance

Governance

1. OR has joined the UNGC (United Nations Global Compact Membership) since December 1, 2022. In 2024, OR has completed the Communication on Progress report to communicate the performance results in line with the 10 principles of the Sustainable Development Goals as required. For more information.

(The Declaration of Intent for Participation)

2. Communicating good corporate governance to OR suppliers at 2024 OR Supplier Day: To ensure that OR has a sustainable supply chain, OR organized the OR Supplier Day 2024 under the concept of Lean and Sustainable Procurement Era for over 150 suppliers on March 29, 2024. The event communicated OR’s intention to operate in accordance with the principles of corporate governance, ethical standards, and OR’s code of business ethics to suppliers so that they can apply them in their operations appropriately and conduct business with OR with social and environmental responsibility. In addition, OR invited suppliers to join the Private Sector Collective Action against Corruption (CAC) to create a network to fight against corruption throughout the supply chain.

3. Internal employee survey: In 2024, OR has created an employee CG & Anti-Corruption Awareness Assessment to measure the employee’s level of knowledge and understanding of the organization’s good corporate governance and anti-corruption operations in order to improve appropriate and effective communication measures and formats. The assessment is divided into 2 categories: knowledge and understanding of good corporate governance and anti-corruption, and assessment of the performance of the corporate governance unit. The assessment results show that 89 percent of employees have a good understanding of good corporate governance and anti-corruption operations, and 88 percent of employees believe that the unit can perform excellently in its operations and communicate good corporate governance and anti-corruption within the organization appropriately and consistently.

Risk Management

OR defines and emphasizes that all employees adhere to operational guidelines that consider governance, risk, and compliance (GRC). The risk management manual is published throughout the organization on a website accessible to all employees, as well as training sessions are held during the year to make employees aware of the importance of risk management processes and internal control, and to increase knowledge and understanding of risk management and internal control for executives and employees to apply to their operations effectively.

OR encouraged directors, senior executives, and executives appointed as directors of OR Group and employees attended GRC-related training courses of the Thai Institute of Directors Association (IOD) such as Advanced Audit Committee 2Program (AACP), Risk Management Program for Corporate Leaders (RCL), Ethical Leadership (ELP), Anti-Corruption in Practice (ACPG), Corruption Risk & Control, and Good Corporate Governance (CG) E-learning
Training sessions are held during the year to make employees aware of the importance of risk management processes and internal control, and to increase knowledge and understanding of risk management and internal control for executives and employees to apply to their operations effectively.
Risk Management training is provided for employees across all departments and units to apply in developing Business Unit Risk, Project Risk, analyzing Business Unit Risk, and creating Workflow Process and Process Control Plan.
Risk Management and Internal Control training is also organized for executives or employees undertaking Secondment roles in companies within the OR group. This includes top executives within the organization, CFOs, Company Director, and members of the Overseas Pool, all of whom undergo the Company Management Program.

Examples of risk management training courses that OR conducted in 2024

Course	Subject	Outcome
Risk Management and Internal Control (Orientation)	New Employees (166 Persons)	The new employees have knowledge and understanding in risk management and internal control as a foundation for their work.
Risk Project Management	Employees across all departments and units. (55 Persons)	Employees have gained a deeper understanding of risk management.
Risk Management and Internal Control (E-Learning)	Executives and employees throughout the organization, with the following number of participants: Risk Management (1,840 persons) Internal Control (1,786 persons)	Executives and Employees have gained a deeper understanding of risk management.

Compliance

In 2023, OR has established the Corporate Legal Department to provide corporate law services to OR and companies in the OR Group. It is also a center for regulatory compliance, collecting regulations, assessing risks, and supporting various departments to operate in accordance with the specified guidelines, as well as monitoring, inspecting, and reporting to top executives and relevant committees. It is responsible for strategic planning and budget management of the department to be in line with the business direction efficiently and to the greatest benefit of the organization.
OR has been officially certified as a member of the Private Sector Collective Action Against Corruption (CAC) since the first application for certification in July 2023 by the CAC committees, and invites suppliers and partners to join the network of the project.

Award and Recognitions

1. OR received 4 awards at the 14th Asian Excellence Award 2024 organized by Corporate Governance Asia magazine in the Hong Kong Special Administrative Region of the People’s Republic of China to honor individuals or organizations that conduct sustainable business and have good governance, as well as taking excellent care of the community, society, and the environment. The awards received were Asia’s Best CEO, Asia’s Best CFO, Best Investor Relations Company, and Sustainable Asia Award.

2. OR received the Excellent Corporate Governance (Excellence CG Scoring) for the 4th consecutive year from the Corporate Governance Report of Thai Listed Companies 2024 (CGR), which is based on consideration of 4 aspects: shareholders’ rights and equal treatment of shareholders, consideration of the role of stakeholders and sustainable business development, information disclosure and transparency, and the responsibility of the board of directors from the Thai Institute of Directors Association (IOD) and the Stock Exchange of Thailand (SET).

3. OR received the honorary plaque from the Anti-Corruption Foundation for the 3rd consecutive year (2022 – 2024) for continuously supporting the foundation’s anti-corruption activities and operations and demonstrating its intention to conduct business transparently and tangibly oppose corruption in its business operations.

4. OR received the award ceremony from the 2024 Thai Chamber of Commerce’s Outstanding Ethics Award (TCC Best Award) for the first time on December 12, 2024. This award was organized by the Thai Chamber of Commerce and the Board of Trade of Thailand to honor organizations that have received an Outstanding Ethics Award, making them widely known to the public and serving as good examples for entrepreneurs. This shows that OR operates its business on the basis of ethics, which is in line with the goal of creating credibility in operating transparently for stakeholders.