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 as follows:

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.
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),
In addition, OR considers board diversity across skills, experience, competencies, and specific qualifications, as well as gender and age. Accordingly, OR has developed a Board Skills Matrix outlining the directors’ areas of expertise.
For more information, please refer to 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, 2025, OR had a total of 14 board directors, consisting of 9 independent directors, with the chairman of the board being a non executive and independent, and the remaining members serving as executive or non executive directors in accordance with OR’s corporate governance criteria.

Shareholder approval required for changes in bylaw

The Shareholders require to attend the Shareholders’ Meeting to exercise their rights to vote on an appointment of auditors, and other significant matters, such as an addition or amendment to the company’s Memorandum of Association and Articles of Association, an increase or decrease in the share capital, approval of special transactions as specified in the Company’s Article of Association or by laws and an election of new directors in place of the director who retire by rotation.
However, in the case of any vacancy of the directors for other reason than retirement by rotation, the board of directors shall, at the next board of directors meeting, elect persons who are qualified and do not possess characteristics that are prohibited under the Company’s Articles of Association and any related laws, to replace the vacating directors, except if the remaining term of the vacating directors is less than two months, the resolution of Shareholders’ Meeting is required (Referred to PTTOR Article of Association, Article 24, 44 and 46 (4)

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 may consider engaging external experts, when appropriate, to provide independent insights for enhancing the Board’s performance evaluation process, including recommendations for improvement and the development of evaluation guidelines, in alignment with corporate governance best practices.

Board Accountability

Under the Public Limited Companies Act B.E. 2535 (1992) and the Securities and Exchange Act B.E. 2535, directors are required to perform their duties with responsibility, due care, and honesty, in the best interests of the company. Key provisions include:;

• Public Limited Companies Act, B.E. 2535 (1992)
o Section 85: Directors must perform their duties in compliance with applicable laws, the Company’s objectives and Articles of Association, and the resolutions of the shareholders’ meeting, with integrity and due care.
o Section 94: Directors shall be jointly liable for any loss caused to shareholders or persons connected with the company in any of the following cases, unless it is proved that they had no part in such culpable act:

(1) making a representation of any fact which is false or concealing any fact which should be revealed in relation to the financial standing and business operation of the company in any offer for sale of shares, debentures or financial instruments of the company;
(2) making a representation of any fact or making an entry of particulars in a document filed with the Registrar with a falsehood therein or with discrepancy with the company’s accounts, registers or documents; or
(3) preparing a balance-sheet, a profit and loss account, minutes of a meeting of shareholders or minutes of a meeting of the board of directors with a falsehood therein.

• Securities and Exchange Act B.E. 2535
o Section 89/7: A director and an executive shall perform his duty with responsibility, due care and loyalty, and shall comply with all laws, the objectives, the articles of association of the company, the resolutions of the board of directors and the resolutions of the shareholders’ meeting.
o Section 89/8: Directors and executives must perform their duties with responsibility, due care, and loyalty, and must comply with all laws, the Company’s objectives, Articles of Association, and shareholder resolutions. When making decisions on business operations, directors and executives must act prudently, in good faith, and without any conflict of interest, based on adequate information and for the benefit of the Company:
(1) decision has been made with honest belief and reasonable ground that it is for the best interest of the company;
(2) decision has been made in reliance of information honestly believed to be sufficient; and
(3) decision has been made without his interest, whether directly or indirectly, in such matter.

Chief Executive Officer Recruitment Criteria

OR has established a process for selecting a Chief Executive Officer (CEO) or top executive to fill a vacant position. The process is carried out in accordance with relevant laws and regulations, including the Public Limited Companies Act B.E. 2535 and the Securities and Exchange Act B.E. 2535, together with the criteria announced by the Securities and Exchange Commission regarding the qualifications and characteristics of company directors and executives.
The recruitment is conducted in a transparent and fair manner. The initial selection criteria are publicly disclosed through multiple communication channels. General qualifications include being Thai nationals, not holding a directorship of OR or its subsidiaries during the recruitment process, and meeting all legal qualifications without any prohibited characteristics.
In addition to general qualifications, OR considers other essential factors such as relevant knowledge, skills, experience, and capabilities in energy businesses, retail businesses, or other industries that support OR’s operations or future growth. Candidates are also expected to possess strong managerial experience and an understanding of large-scale organizational operations.
For candidates from the private or state enterprise sectors, they must have held a position no lower than Senior Vice President or equivalent for at least two cumulative years, in an organization with annual total revenue of no less than 30 billion baht in any given year during their tenure.
For candidates from government agencies, they must have held a position no lower than department-level director or equivalent for at least two cumulative years.
All candidates must hold at least a bachelor’s degree.
During the CEO recruitment period, the selection criteria and process will be clearly and transparently disclosed to the public.

Performance Evaluation of Chief Executive Officer (CEO)

In establishing the criteria for performance evaluation and remuneration of the Chief Executive Officer, whose term of service for each tenure does not exceed four years, the process is carried out through the review and screening by the Nomination and Remuneration Committee, and subsequently approved by the Board of Directors. The evaluation framework consists of three key factors, including:

Factor 1 – Performance indicators aligned with the vision presented to OR’s Board of Directors, which aim to create added value and strengthen the organization’s capabilities in both the 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 Performance/Returns, such as EBITDA and SOP
2. Effective Investment Management, including New Business Investment and ROIC (Return on Invested Capital).
3. Non-financial indicators, such as management and leadership capabilities, customer engagement etc.
4. Performance indicators aligned with the vision presented to OR’s Board of Directors, which aim to create added value and strengthen the organization’s capabilities in both the short and long term.

Performance indicators aligned with the vision presented to OR’s Board of Directors, which aim to create added value and strengthen the organization’s capabilities in both the short and long term. The evaluation result in 2025 of the CEO scored an average of 89.6% and was in ‘Very Good’ level
Accordingly, the remuneration of the Chief Executive Officer as described above has been reviewed and screened by the Nomination and Remuneration Committee, and subsequently approved by the Board of Directors. Both committees are of the opinion that the Chief Executive Officer’s remuneration is appropriate and reasonable, based on compliance with the policies and criteria outlined above.

CEO Succession Plan

OR has established a preparation program for developing executives to be successors for the Chief Executive Officer (CEO) position through the PTT Group Leadership Development Program (GLDP). The selection of the CEO is conducted through the consideration of the Chief Executive Officer Nomination Committee, the Remuneration Subcommittee, and the Board of Directors, which jointly review and determine the qualifications and criteria for selecting and appointing suitably qualified candidates.

Compensation of OR’s Chief Executive Officer (CEO) 2025

The determination of CEO compensation is conducted fairly and reasonably, in alignment with good corporate governance principles and the performance management system.
Compensation is screened by the Nomination and Remuneration Committee and subsequently approved by the Board of Directors.
The CEO’s annual salary adjustment and bonus determination take into account performance management, practices, and benchmarking with leading business groups in the same industry, based on evaluation results or KPI scores. The remuneration principles and appropriate compensation amounts are proposed to the Board of Directors for approval.
CEO compensation is based on performance throughout each term of office, with a maximum tenure not exceeding four years, under a time‑vesting approach for variable CEO compensation.

Compensation of OR’s Executives in 2025

OR emphasizes long‑term results, such as reducing environmental impact and increasing circularity, which align with OR’s long‑term sustainability strategy. Executives are encouraged to manage and optimize asset efficiency over the long term, focusing on capital productivity and operational effectiveness. These elements ensure that remuneration rewards long‑term enterprise value rather than short‑term gains.
Additionally, OR incorporates ESG performance into executive compensation to ensure alignment with OR’s sustainability direction toward OR 2030 Goals, including reducing greenhouse gas emissions, increasing circularity, and leading the organization toward long‑term sustainable performance.

Clawback Provision

The Clawback Provision of OR is in accordance with the Public Limited Company Act B.E. 2535 (as amended), Section 85, and the Securities and Exchange Act B.E. 2535 (as amended), Sections 89/7 and 89/18. These provisions stipulate that directors and executives must perform their duties with responsibility, due care, and honesty, strictly comply with applicable laws, the Company’s objectives and Articles of Association, and the resolutions of the shareholders’ meeting.
If any director or executive fails to perform their duties, violates these legal provisions, or engages in misconduct resulting in unauthorized or improper benefits, OR is entitled to take legal action to reclaim such benefits or compensation.
Additionally, OR may recover variable compensation, performance‑based benefits, or any other remuneration paid to the director or executive if it is later determined that such payment was made based on performance results that were subsequently found to be inaccurate, misstated, or not in compliance with the Company’s criteria and conditions.

Management Ownership Guideline

OR DNA represents OR’s core organizational value. The Company encourages executives to develop a strong sense of ownership as part of OR’s culture, aiming to build trust, strengthen engagement with both internal and external stakeholders, and ensure that the interests of executives are aligned with those of shareholders. This approach supports effective decision making and enhances long term organizational performance.
To promote such alignment, OR has established minimum share ownership requirements for executives, which must be maintained on an annual basis, as follows:

- -  For the CEO: Required to hold company shares with a value equivalent to 10 times the CEO’s annual base salary, to be maintained each year.
  - For other senior executives: Required to hold company shares with a value equivalent to 5 times their annual base salary, to be maintained each year.

Tax Strategy

OR adheres to the principles of transparency and fairness in all tax‑related operations. The Company conducts its business in full compliance with applicable laws and pays its fair share of tax. OR has no policy to use investment structures for the purpose of profit shifting, conduct transactions that do not comply with the Arm’s Length Principle, or establish companies in jurisdictions that facilitate tax avoidance, tax evasion, or abnormally low tax rates. To support good and auditable tax governance, OR assigns responsible personnel for tax matters and engages qualified tax consultants to help reduce tax risks in accordance with the Company’s disclosed Tax Policy
OR has also established mechanisms for receiving tax‑related complaints from stakeholders, conducting internal data verification, and disclosing relevant reports. In addition, OR maintains ongoing communication with relevant government authorities and adopts a transparent approach to public‑policy engagement, while also listening to feedback from investors, shareholders, and communities to support informed tax‑related decision‑making.

Performance

Details of important operating results are as follows:

1. UN Global Compact (UNGC)
OR has joined the United Nations Global Compact (UNGC) since 1 December 2022, adopting its international principles and integrating them into the Company’s management approach to strengthen responsible business operations. OR applies the Ten Principles across human rights, labour, environment, and anti‑corruption, and promotes actions aligned with the United Nations Sustainable Development Goals (SDGs) to reinforce confidence among stakeholders regarding the Company’s commitment to sustainable and ethical operations.

- Expression of Interest for membership in the United Nations Global Compact
- 2025 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 2025
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 2025 under the theme “PTT Group CG Day 2025 : ONE CG – Driving Sustainable Future for All” on 2 September 2568, 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. CG CAMP 2025
OR organized CG CAMP 2025 to enhance corporate governance learning among executives and employees. The program comprised lectures, group activities, and opinion exchanges aimed at fostering an organizational culture grounded in good governance principles. Participants from various departments across the organization gained knowledge and shared first-hand experiences. As a result, personnel developed a stronger understanding and were able to apply CG concepts, thereby reinforcing transparent and sustainable organizational growth.

4. AI Learning and AI Governance Program
OR has developed an AI Governance E-learning to enhance understanding of the governance and responsible use of AI technologies in an appropriate and secure manner. The program covers key content on best practices, risks, and application frameworks aligned with applicable laws and organizational standards. Employees can learn through the platform with an integrated knowledge assessment system that enables immediate evaluation of learning outcomes. As a result, personnel have strengthened their capabilities in using AI effectively, reduced data-related risks, and supported the practical application of AI in operational processes

5. Communication of Good Corporate Governance Concepts (CG Quote)
OR communicates Good Corporate Governance (CG) quotes from executives to employees to convey the organization’s intent to conduct operations in accordance with good corporate governance principles. This initiative aims to raise awareness and promote honest and transparent practices.

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. OR independent director definition	Click to see/Download
4. Board Industry Experience	Click to see/Download
5. Relative Financial Indicators	Click to see/Download
6. OR Tax Strategy	Click to see/Download
7. Tax Policy	Click to see/Download