Corporate Governance and Business Conduct
Supporting the Sustainable Development Goals
Plan B is committed to conducting business within a strong ethical framework, supported by an effective, transparent, and integrity-based management system. This foundation is essential for sustainable business operations and long-term growth. The Company upholds honesty, responsibility, and fairness in all business practices to build trust and confidence among all stakeholders.
Goals and Performance Highlights
Goals
The Company is committed to ensuring that all employees at every level are aware of the principles of good corporate governance and ethical business practices by providing mandatory training for all staff, fostering a transparent and accountable organizational culture toward stakeholders.
The Company aims to conduct its business in full compliance with all applicable laws, regulations, and international standards to mitigate governance risks and build trust among shareholders, customers, and business partners.
The Company strives to uphold the highest standards of corporate governance, with the goal of consistently achieving an
“Excellent”
Rating in external assessments, reflecting transparency, credibility, and alignment with ESG principles.
Performance Highlights
100%
of the Company’s employees participated in business ethics training
No significant
warnings or investigations from regulatory authorities
Total number of reported business ethics violations
0 Cases
Achieved a corporate governance rating of
“Excellent”
Commitment, Challenge and Opportunity
Commitment
The Company is committed to conducting business with transparency, accountability, and adherence to ethical practices, guided by the principles of good corporate governance and international standards. This approach aims to build stakeholder trust and promote sustainable development.
Challenges
-
Compliance with complex regulations
Maintaining transparency and ethical standards in a fast-changing business environment shaped by evolving laws, technologies, and societal expectations.
-
Integrating ethics into organizational culture
Ensuring that employees at all levels genuinely understand and follow ethical principles requires clear communication, comprehensive training, and strong leadership role models.
Opportunities
-
Building a sustainable corporate culture
Embedding business ethics and governance principles fosters employee pride and motivation, while strengthening a fair and transparent work environment.
-
Enhancing trust and credibility
Operating with transparency and ethics helps secure long-term confidence from investors, partners, customers, and society.
Management Approach and Practices
Plan B has established its business structure, management system, and corporate governance framework in alignment with the principles and requirements of relevant authorities, such as the Principles of Good Corporate Governance of the Stock Exchange of Thailand (SET), the Securities and Exchange Commission (SEC) of Thailand, as well as the recommendations of the Thai Institute of Directors (IOD) and other applicable international standards.
The Board of Directors has also developed and implemented the Corporate Governance and Business Ethics Handbook as a practical guideline for directors, executives, and employees at all levels to ensure the Company’s operations are conducted in accordance with good governance principles. The Board reviews and updates this handbook annually to reflect changing circumstances and global best practices.
Corporate Governance Structure
The Company has designed its corporate governance structure to ensure that its operations align with good corporate governance principles, laws, the Articles of Association, and the resolutions of shareholders' meetings. The objective is to ensure that relevant parties perform their duties with honesty and care, protecting the interests of shareholders and stakeholders in both the short and long term, and to confirm that the Company's operations are carried out in a manner that maximises the benefits of shareholders and stakeholders.
Structure of the Board of Directors
-
Pennapha Dhanasarnsilp, Ph. D
Vice Chairman / Independent Director / Chairman of the Audit Committee / Chairman of the Nomination and Remuneration Committee / Chairman of the Corporate Governance and Sustainability Committee
-
Mrs. Monluedee Sookpantarat
Independent Director / Member of the Audit Committee / Member of the Nomination and Remuneration Committee
-
Mr. Mana Jantanayingyong
Independent Director / Chairman of the Risk Management Committee / Member of the Audit Committee
-
Mr. Palin Lojanagosin
Director / Chief Executive Officer
-
Pinijsorn Luechaikajohnpan, Ph. D
Director / Managing Director / Member of the Nomination and Remuneration Committee / Member of the Risk Management Committee
-
Mr. Arnon Porndhiti
Director / Member of the Risk Management Committee / Member of the Corporate Governance and Sustainability Committee
-
Mr. Prasong Jarungbenjatham
Director / Member of the Corporate Governance and Sustainability Committee
Business Ethics
Plan B recognizes that transparent business operations and adherence to sound business ethics are crucial to driving sustainable organizational growth and fostering trust among all stakeholder groups. In line with this commitment, the Board of Directors has developed and implemented the “Corporate Governance and Business Ethics Handbook” to serve as a code of conduct for directors, executives, and employees at all levels, including those of the Company’s subsidiaries.
All directors, executives, and employees at all levels have signed to acknowledge and confirm their compliance with the Corporate Governance and Business Ethics Handbook. This serves to strengthen a corporate culture rooted in transparency, accountability, and alignment with international standards.
Business Ethics Training
| Business Ethics Training (%) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Employees Attended Training | 100 | 100 | 100 |
| Employees Passed the Assessment | 100 | 100 | 100 |
| Average Employee Score | 100 | 100 | 100 |
Monitoring Compliance with the Business Code of Conduct
The Company continuously monitors compliance with its Business Code of Conduct on a quarterly basis through systematic processes of evaluation, analysis, and ethical and governance reporting. This ensures that employees at all levels uphold principles of transparency, integrity, and social responsibility.
The monitoring framework covers performance assessments, whistleblowing and complaint reports, investigations of violations, as well as recommendations and corrective actions. Findings are compiled into quarterly reports submitted to the Audit Committee and the Board of Directors to inform policy decisions and guide improvements. This process reflects the Company’s strong governance framework and proactive risk management.
In addition, the Company reviews and updates its Business Code of Conduct annually to align with evolving business environments and legal requirements. In 2024, no cases of violations were recorded, demonstrating both the effectiveness of the monitoring system and the strength of the Company’s ethical corporate culture.
In 2024, the Company recorded no disciplinary cases related to breaches of the Business Code of Conduct, as detailed below
| Violation of Business Ethics (Cases) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total number of reported business ethics violations: | |||
| Number of cases currently under fact-finding investigation | 0 | 0 | 0 |
| Number of cases under investigation | 0 | 0 | 0 |
| Number of cases that have been resolved | 0 | 0 | 0 |
| Business ethics violations are categorized by type: | |||
| Regulatory non-compliance | 0 | 0 | 0 |
| Corruption, bribery | 0 | 0 | 0 |
| Privacy violations | 0 | 0 | 0 |
| Discrimination | 0 | 0 | 0 |
| Sexual harassment | 0 | 0 | 0 |
| Harassment | 0 | 0 | 0 |
| Conflicts of interest | 0 | 0 | 0 |
| Money laundering or insider trading | 0 | 0 | 0 |
| Other types | 0 | 0 | 0 |
Anti-Corruption
Plan B is committed to conducting business transparently in accordance with good corporate governance principles. The Company has established a clear and comprehensive Anti-Corruption Policy, which is communicated extensively to both internal employees and external business partners. Risk assessments, audits, and control measures are implemented across all business processes to prevent corruption, while direct whistleblowing and complaint channels are provided to the Audit Committee.
Since 2019, Plan B has been a member of the Thai Private Sector Collective Action Against Corruption (CAC) and is currently in the process of its second certification renewal, with the outcome expected by June 2025.
All employees are required to complete mandatory Code of Conduct training and assessments, with senior management closely monitoring and reporting progress to the Board of Directors and the Audit Committee. This ensures that the Company’s anti-corruption policies are regularly reviewed and updated to remain aligned with evolving business environments.
Stakeholders Directly Impacted
Shareholders and Investors
Employees
Customers
Business Partners
Communities
Landlords
Regulators and Government Agencies
Media
