Governance

Management Approach^{(GRI 3-3d., GRI 3-3e., GRI 3-3f.)}

Corporate Governance

OR focuses on creating positive impacts to shareholders, taking into account all stakeholders, as well as moral, transparent, and accountable business operations. Therefore, a Corporate Governance Policy has been established to serve as a framework and guideline for good corporate governance and to communicate to stakeholders both inside and outside the organization, such as Corporate Governance Policy or Anti-Corruption Policy, as well as the issuance of a Corporate Governance Handbook, Ethical Standards and Code of Business Ethics Handbook (CG Handbook). The aim is to communicate and provide guidelines to all employee groups, along with the company’s rules and regulations. This policy and manual are prepared under the requirements and laws, such as the Principles of Good Corporate Governance for Listed Companies B.E. 2560 (2017), the Principles and Guidelines for Good Corporate Governance in State Enterprises B.E. 2562 (2019), and the Ethical Standards Act, B.E. 2562 (2019), etc. In order for the supervision to be accurate and timely, OR reviews the content and details of the Corporate Governance Manual, Ethical Standards and Code of Conduct for Business Conduct, or the CG Handbook annually.

Under the Good Corporate Governance Policy of OR, the Board of Directors have an important role to monitor and supervise the organization’s operations. OR incorporates diversity factors such as gender, race, ethnicity, country of origin or cultural background in the board nomination process. In addition, OR establishes ethical standards and Code of Conduct, and defines vision, strategy, policies and key work plans of the company. OR has a Corporate Governance Department to oversee good corporate governance responsibilities. This is to promote good corporate governance guidelines and implement anti-corruption policies. OR disseminates the operational guidelines to other companies in OR groups and monitors operations such as reporting conflicts of interest, reporting gift receiving, etc. Moreover, OR implements guidelines for handling and correcting cases of violation of the Code of Conduct. Supervisors in all departments are responsible for supporting and encouraging their subordinates to follow the CG manual of the company thoroughly. The content of the policy and manual are reviewed and updated appropriately when significant changes occur by using past performance to analyze and improve policies to ensure up-to-date business operations.

OR Board Nomination

The Nomination and Remuneration Committee is responsible for selecting and considering qualified individuals to be proposed to the OR Board of Directors. This must comply with the laws and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand, as well as the Company’s regulations, the Corporate Governance, Ethical Standards and Code of Business Ethics Handbook Company’s Corporate Governance Manual and Code of Conduct, and the Principles of Good Corporate Governance for Listed Companies B.E. 2560 (2017),
OR also considers the diversity of the board of directors, such as gender, race, country of origin or cultural background. This also includes skills, knowledge, experience and specialized expertise that are consistent with the industry related to the company’s Materials Industry according to the Board Skills Matrix, without limitations or discrimination on gender, race, skin color, ethnicity or religion.
More information: Board Industry Experience
OR also requires that the composition of the board of directors must be independent. This is done with a clear separation of roles and responsibilities between the OR Chairman and the Chief Executive Officer (CEO), and must not be the same person, according to OR’s definition of independent director qualifications and according to the criteria of the Securities and Exchange Commission. As of December 31, 2024, OR has 13 non-executive board of directors, with the chairman of the board being a non-executive and independent, and 8 independent directors.

Evaluation of the performance of the board of directors and determination of compensation

OR has an annual performance evaluation of the Board of Directors, using Group Evaluation and Individual Evaluation (including self-evaluation and cross-evaluation) that are consistent with the practices of the Principles of Good Corporate Governance for Listed Companies B.E. 2560 (2017), as well as the principles of good corporate governance at both the national and international levels, to review performance, problems and obstacles in order to develop and improve operations for greater efficiency. In addition, OR has considered hiring an external consultant to evaluate, improve, set guidelines and provide recommendations on issues for performance evaluation every three years.
In addition to the evaluation of the board of directors, OR also provides an evaluation of the performance of the CEO to ensure compliance with the governance policy, create legitimacy in business operations, transparency and good business practices.

Evaluation of the performance of the board of directors and determination of compensation

Performance Evaluation of Chief Executive Officer (CEO)

In evaluating the performance of the CEO, whose term of office does not exceed 4 years, the process is conducted by the screening and consideration of the Nomination and Remuneration Committee. The Committee acts as the person who determines the criteria for evaluating the CEO’s performance and assesses the CEO’s performance and remuneration. The Committee will deploy the work to executives and employees to ensure that the work is consistent and in the same direction. There are three important factors, including:

Factor 1 – Performance indicators according to the vision presented to the OR board of directors, which create added value and capabilities for the organization in both short and long term.
Factor 2 – Management and leadership capabilities
Factor 3 – 360-degree assessment which is an assessment of qualifications or behaviors based on assessments from supervisors or supervisors, subordinates, and external co-workers.
The following are examples of indicators:

1. Financial Returns, such as EBITDA and ROIC (return on investment)
2. Relative Financial Returns, to measure financial returns, such as ROIC, ROA, ROE, with companies in the same industry group, to ensure that OR’s return structure is comparable.
  Learn more: Relative Financial Indicators
3. Non-financial indicators, such as management and leadership capabilities, customer service satisfaction, and environmental performance, etc.

In this regard, the 6-month performance results are required to be reported to the Nomination and Remuneration Committee in order to acknowledge and follow up on performance progress. Performance is evaluated at least once a year. The evaluation result in 2024 of the CEO scored an average of 79% and was in ‘Good’ level.
In addition, OR has effective all-round communication to create sustainable integrated work. This leads the company to be recognized and become an example of a leading organization in Thailand on the GRC-based operating approach. Also, this allows the company to create value, increase efficiency and competitiveness of the company in the long term.

Compensation of OR’s Chief Executive Officer (CEO) in 2024

The consideration of compensation will be conducted fairly and reasonably in accordance with the principles of good corporate governance, through the screening of the Nomination and Remuneration Committee. The annual salary increase rate and bonus payment rate will be in line with the performance management, practices and standards of leading business groups in the same industry, using the evaluation results or KPIs scores. In terms of the Time Vesting for Variable CEO Compensation, the principles and appropriate compensation amounts will be presented to the Board of Directors for consideration and approval of both short-term and long-term compensation. This is based on the performance throughout the CEO’s tenure in each term, not exceeding 4 years.

Clawback Provision

The Clawback Provision of the company refers to Section 85 of the Public Company Limited Act, B.E. 2535 (1992), and Sections 89/7 and 89/18 of the Securities and Exchange Act, B.E. 2535 (1992). These Acts stipulate that the boards and executives must fulfill their duties with full responsibility, strictly adhere to laws and corporate rules, and comply with the board’s and shareholders’ agreement in conducting business. If any board fails to perform its duties or engages in misconduct according to these Sections, resulting in illegal benefits for other boards, executives, or related persons, OR may demand legal action to recover the benefits/compensation received from the misconduct.

Management Ownership Guideline

The OR DNA is our organizational culture (core value). We foster in our staff to have a sense of ownership aiming for mutual success and strengthen relationships with our internal and external stakeholders. To ensure that a company is managed in the interests of its shareholders, CEO and/or other executive managers are encouraged to build up share ownership equivalent to a specific multiple of their annual base salary as the following proportion:

- -   For CEO: 10 times of share held compared to annual CEO salary. 
  -   For other executives: 5 times of executive committee share held compared to their average annual base salary.

Tax Strategy

OR adheres to the principles of transparency and fairness in tax-related operations by conducting business in accordance with the law, paying taxes fairly, having no policy of using investment structures for the purpose of transferring profits, conducting transactions that do not comply with the Arm’s Length principle, or setting up companies in countries that facilitate tax avoidance or evasion or paying low tax rates, and promoting good governance that can be audited by providing tax officers and hiring tax consultants with expertise to reduce tax risks in accordance with the disclosed tax policy

Performance

Details of important operating results are as follows:

1. OR has joined the UN Global Compact (UNGC) since December 1, 2022, aiming to align its strategies and business operations with the Ten Principles on human rights, labor, environment, and anti-corruption, to apply them in its business activities and to stimulate action to support the goals of the United Nations, including the Sustainable Development Goals (SDGs).

Details of the expression of intent for membership in the United Nations Global Compact
2024 Communication on Progress

2. OR has collaborated with listed companies in the PTT Group, namely PTT, PTTEP, GC, TOP, IRPC and GPSC, to organize the PTT Group CG Day 2024 under the theme “CG Citizen Sustainability Connect Open, Connected, Transparent” on November 6, 2024, with the objective of demonstrating its commitment to conducting business with transparency, along with the principles of good corporate governance, anti-corruption, and upgrading the PTT Group’s corporate governance standards to meet international standards. This is an annual event, with participants including directors, executives, employees of the PTT Group, representatives from regulatory agencies, independent organizations, business partners, and customers.

3. OR hosted the PTT Group Compliance Network 2024 on Tuesday, 27 February 2024, with the objective of exchanging legal knowledge among PTT Group companies and strengthening compliance, which is the core of every company’s business operation. The event featured lectures on “Digital Transformation,” including laws related to electronic transactions and the use of electronic documents as evidence, laws related to digital platform services and applications, and the use of artificial intelligence (AI) to prepare for today’s business. The companies of PTT Group that participated comprise of PTT, PTTEP, GC, IRPC, GPSC, and TOP.

Related Documents

Document Name	File (Attach or Link)
1. OR Group Way of Conduct	Click to see/Download
2. CG Handbook	Click to see/Download
3.Tax Policy	Click to see/Download
4. OR independent director definition	Click to see/Download
5. OR Tax Strategy	Click to see/Download
6. Board Industry Experience	Click to see/Download
7. Relative Financial Indicators	Click to see/Download
8. Policy Influence 2024	Click to see/Download