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.

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 6% from the full evaluation criteria of 100 percent.

Opportunities and Challenges

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, every business needs to adapt and prepare for changes that may occur in the future, particularly evolving laws and regulations. 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 and has adjusted its operational approaches to align with the changing business environment. This enhances organizational flexibility and readiness to adapt to change, while building confidence among all stakeholder groups.

Operational Strategy

OR has 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 United Nations Global Compact Membership (UNGC) OR has joined the UNGC (United Nations Global Compact Membership) since 1 December 2022. In 2025, 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, please visit: PTT Oil and Retail Business Public Company Limited | UN Global Compact

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 2025 OR Supplier Day under the OR Sustainable Growth toward Smart Partnership for over 150 suppliers on 1 April 2025. 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. 3. Assessment of Employee Awareness of Corporate Governance and Anti-Corruption In 2025, 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 3 categories: knowledge and understanding of good corporate governance and anti-corruption, assessment of the performance of the corporate governance department, and the assessment of the organization’s corporate governance performance. The assessment results show that 90.2% of employees have a good understanding of good corporate governance and anti-corruption operations, and 90.9% 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. Regarding organizational operations, 87.3% of employees believe that OR demonstrates good corporate governance and is able to conduct business responsibly while effectively complying with relevant laws and regulations.

4. License Management Platform: In 2025, Corporate Legal Department implemented the License Management Platform to support operations and ensure that OR complies with applicable laws and maintains all required licenses in accordance with legal requirements. The platform consolidates and stores various licenses, presents information through a dashboard, and provides license expiration alerts to relevant departments.

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. To raise employee awareness of the importance of risk management and internal control processes, and to enhance knowledge and understanding of risk management and internal controls among executives and employees for effective application in their work, OR has incorporated risk management as a core topic in the annual new employee’s OR Orientation.
OR therefore organized the following training programs:

- Risk management training for personnel at the Chief Executive Officer level and above through the In-house RCL PTT program and the Risk Management Program for Corporate Leaders (RCL), regularly organized by the Thai Institute of Directors Association (IOD), to strengthen understanding of roles and responsibilities in corporate governance related to risk management.
- 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.
- Workflow Process and Process Control Plan training.
- Risk Management and Internal Control course delivered through E-learning to provide foundational knowledge on risk management and internal controls for executives and employees at all levels across the organization.

Examples of risk management training courses that OR conducted in 2025

Training program

Target Group

Summary of recommendations from training/Remark

Risk Management and Internal Control (Orientation)

New Emplyees

Round 1: 33 persons
Round 2: 46 persons

New employees have knowledge and understanding in risk management and internal control as a basis for their work.

Risk Management and Internal Control (E-Learning)

Executives and employees throughout the organization, with the following number of participants:

Risk Management: 1,956 persons
Internal Control: 1,889 persons

Executives and Employees have gained a deeper understanding of risk management and internal control.

Compliance
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. Asian Excellence Award 2025
OR received four awards at the 14th Asian Excellence Award 2025, organized by Corporate Governance Asia to honor individuals and organizations that demonstrate outstanding leadership, sustainability performance, good corporate governance, and responsibility toward communities, society, and the environment.
The awards received by OR in 2025 include:
• Asia’s Best CFO
• Best Investor Relations Company
• Sustainable Asia Award
• Asia’s Best CSR

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.