Corporate Governance

The Board of Directors has developed the “Corporate Governance Handbook, Code of Ethics, and Business Conduct” in accordance with the corporate governance principles of the Organization for Economic Co-operation and Development (OECD) and the corporate governance standards for listed companies. This ensures that the organization operates transparently, credibly, and in compliance with corporate governance principles and relevant legal requirements. The Board of Directors also ensures that directors, executives and employees at all levels adhere to and implement these policies uniformly across the organization. All corporate governance policies undergo regular review and updates, with implementation results reported to the Board of Director at least once a year. The Company continuously refines its corporate governance framework to align with its business operations.

In 2024, the Board of Directors approved a review of key policies and practices and implemented the following corporate governance initiatives:

• Reviewed the Corporate Governance Handbook, Code of Ethics and Business Conduct, as well as the Anti-Corruption Policy to ensure alignment with the best practices and standards of Thai listed companies. The Company also continues to conduct ongoing corruption risk assessments. The Board of Directors concluded that the current policies are well-suited to the Company’s business growth direction and future outlook.
• Reviewed the Human Rights Due Diligence (HRDD) process to assess the risks arising from business activities that significantly impact external stakeholders.
• Implemented various corporate governance and sustainability initiatives, including training programs on corporate governance policies and business ethics, as well as anti-corruption courses. The company also established employee engagement platforms to raise awareness of Personal Data Protection Act (PDPA) compliance, information security, enterprise risk management, and sustainable development (ESG). Knowledge assessments were conducted for training participants. These initiatives aim to provide employees with essential knowledge that they can apply effectively in their roles
• The Company has implemented a collaborative project with the Thai Private Sector Collective Action Against Corruption (CAC) to promote, support, and provide training to its business partners, particularly small and medium-sized enterprises (SMEs), encouraging them to formally declare their commitment and become CAC members

The Board of Directors has resolved to establish 5 sub-committees: the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Governance and Sustainability Committee, the Executive Committee. These sub-committees are responsible for overseeing and ensuring transparency and efficiency in the Company’s management. Additionally, specialized working groups have been appointed to support monitoring, supervision, and reporting to the relevant sub-committees. These working groups include:

• Risk Management Working Committee
• Sustainable Development Working Committee
• Anti-Corruption Promotion Working Committee
• Personal Data Protection Working Committee
• Information Security Management System Working Committee
• Innovation Management Working Committee
• New Product Development Working Committee

Further details on the Company’s corporate governance structure, along with the roles, responsibilities and oversight functions of the Board of Directors and each sub-committee, can be found in the 2024 Annual Report (Form 56-1 One Report) on the Company’s website under the Investor Relations heading, in the “Annual Report” category.

Specialities of the Directors

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Structure of Board of Directors

The Board of Directors has established a written Corporate Governance, Ethics and Code of Business Conduct Handbook in alignment with the Company’s vision to grow alongside a responsible and ethical society. It mandates that directors, executives and employees at all levels adhere to these principles with integrity, transparency and fairness in their interactions with the Company, society and all stakeholders. The Company also ensures regular monitoring of compliance with these guidelines and publicly discloses the implementation results on its website under the Sustainable Development heading. Additionally, the Company conducts ongoing training and awareness programs for directors, executives and employees at all levels. New employees receive training on the Business Code of Conduct and compliance with relevant regulations, rules and laws.

100%

of the directors, executives and employees have undergone training

on corporate governance principles, ethics and the Business Code of Conduct. The Company has also made these policies available on its internal Intranet system for easy access.

The Board of Directors also prioritizes sustainable supply chain development and fair business practices with a commitment to fostering sustainable growth among business partners in alignment with the Company’s operational values, the Company upholds principles of human rights, occupational health and safety and environmental impact management. As part of this commitment, the Company has established a Supplier Code of Conduct to serve as a guideline for business partners and to promote sustainable business practices in the future

The Company has established 4 reporting channels for concerns related to compliance with the Business Code of Conduct as follows:

1. Human Resources Department Email: hrd@ichitangroup.com
2. Company Secretary Office Email: sec@ichitangroup.com
3. Internal Audit Department Email: internalaudit@ichitangroup.com
4. Audit Committee Email: auditcommittee@ichitangroup.com

The Company strictly monitors compliance with the Business Code of Conduct and requires that violations or breaches be reported to the Governance and Sustainability Committee at least once a year. In 2024, the Company found no instances of misconduct or violations related to the Business Code of Conduct. Furthermore, the Company organized its annual Corporate Governance Day (CG Day) to instill ethical business practices among employees at all levels.