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 2025, the Board of Directors approved a review of material content of policies and guidelines, and the implementation of corporate governance measures as follows:

• Review the Corporate Governance Ethics, and Code of Business Conduct Manual to ensure alignment with the practices and standards of Thai listed companies. The Board of Directors believes the current policy is suitable for the company’s business growth trajectory and future outlook.
• Review and revise the updated Anti-Corruption Policy (2nd edition), including the whistleblowing policy, to align with the Thai Private Sector Collective Action Against Corruption (CAC) principles and the current operating environment. In addition, the Board of Directors oversees a continuous annual assessment of corruption risks.
• Supervise management in reviewing the appropriateness of the structure, roles, functions, and responsibilities of all working groups to ensure alignment with the Company’s strategy and business direction. This includes evaluating operational effectiveness in accordance with good corporate governance principles, business laws, and sustainability practices, and supporting efficient and transparent organizational administration
• Organize various projects and activities related to good corporate governance and sustainable development, including training on corporate governance policies and Code of Business Conduct guidelines, anti-corruption training, and forums for employees to communicate and raise awareness of personal data protection laws (PDPA), information security, the application of artificial intelligence (AI) in work processes, enterprise risk management, and organizational development towards sustainability (ESG). Knowledge assessments are also conducted for participants to ensure personnel within the organization have access to actionable information.
• Cooperate with the Thai Private Sector Collective Action Against Corruption (CAC) to promote and encourage the Company’s business partners to declare their intention and join as CAC members on an annual basis.

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

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