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Governance
Management Approach(GRI 3-3d., GRI 3-3e., GRI 3-3f.)
Corporate Governance
Good corporate governance at 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 for the Board of Directors, executives, and employees to adhere to as a guideline for their operations. The policy serves as guidelines for executives and employees to follow in their operations. In addition, OR created a Good Governance Manual, and Anti-Corruption Policy to communicate and guide all groups of employees along with the company’s regulations. These policies and guidelines are prepared under requirements and laws, such as the Principles of Good Corporate Governance for Listed Companies B.E. 2560 (2017), Principles and Guidelines for Good Corporate Governance in State Enterprises B.E. 2562 (2019), and the Ethical Standards Act B.E. 2562 (2019). The contents are reviewed annually to ensure that OR’s good corporate governance practices are accurate and up to date.
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. This is to promote good corporate governance guidelines and implement anti-corruption policies. OR disseminates the operational guidelines to other companies in OR groups and monitors operations such as reporting conflicts of interest, reporting gift receiving, etc. 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
Communicating and Building GRC Corporate Culture to Directors, Executives, and Employees
OR has prepared and published the Good Corporate Governance Handbook or CG Handbook to ensure that all executives and employees understand the culture of good corporate governance and anti-corruption policy. The cultivating of understanding of the CG Handbook in employees started with the company’s orientation with new joiners including directors, executives, and employees. All executives and employees are required to acknowledge and comply with OR’s Good Corporate Governance Policy and CG Handbook, and to pledge for honest operations in accordance with the company’s guidelines. OR supports training courses on GRC including E-Learning courses, good corporate governance, Anti-Corruption, Personal Data Protection Act B.E. 2562 (2019) and Internal Control & Risk Management course. This is to enhance knowledge and understanding of operations based on morality, ethics, good corporate governance guidelines, risk management, and compliance with laws.
In addition, OR offers training courses and assessments of knowledge and understanding regarding good corporate governance, insider trading, conflict of interest and anti-corruption for employees through the CG E-learning platform, with 95.8% of OR employees who attended and completed the course. Employees reported their satisfaction with OR’s Corporate Governance Awareness Campaign and addressed that CG information is easily accessible, and regularly communicated. To ensure that all OR employees operate with significant interest in honesty and fairness, OR requires employees, including executives at all levels, to prepare report on possible conflicts of interest with the Company to ensure that employees perform their duties with the best business interests of the Company and stakeholders.
Ethics for Practices with Business Competitors
OR’s practices are ethical, transparent, and compete in the liberal capitalism approach, by doing business with competitors without information distortion, deception, or other malicious means of competition that are not in accordance with fair competition, as indicated in Good Corporate Governance Handbook, Ethical Standards and Code of Business Conduct (Click). In 2023, OR has no cases of disputes with competitors.
Communicating and Building GRC Corporate Culture for Suppliers and Joint Ventures
OR continues to focus on communicating good corporate governance to business partners. OR established the OR Supplier Sustainable Code of Conduct, which specifies ethical expectations. The Company also encourages suppliers to implement the principles of OR’s CG Handbook and communicates such practices at the supplier annually meeting and sends a formal letter to the suppliers. Suppliers who have contracted procurement must acknowledge and sign with accepting the Supplier Sustainable Code of Conduct.
OR has established OR Group Way of Conduct (ORG WoC) to provide a corporate governance framework for group companies and joint ventures. This is to comply with the company’s good corporate governance policy and PTT Group Way of Conduct. OR focuses on continually improving the GRC management system, along with creating an organizational culture of OR Group Way of Conduct. This communication has been made to all subsidiaries and joint ventures, both domestically and internationally to ensure strict compliance.
- R’s Good Corporate Governance Policy (Click)
- Anti-Corruption Policy (Click)
- For more details on Corporate Governance, please refer to the Annual Registration Statement/Annual Report 2023 (56-1 One Report): -publish-date-march-8-2024 (Click)
Compensation of OR’s Chief Executive Officer (CEO) in 2023
CEO performance evaluation is carried out by the Nomination and Remuneration Committee, including remuneration evaluation to reflect performance (Performance Management). This is to ensure practices and standards of leading business groups in the same industry under reasonable criteria. The salary increase rate and annual bonus payment rate will be consistent with the assessment results or KPI scores. The principles and appropriate amount of remuneration are presented to the Board of Directors to consider and approve. The important factors in performance appraisal are measured through the following indicators:
Chief Executive Officer Performance Indicators (CEO KPIs)
1. Financial return indicators such as EBITDA and ROIC (return on investment)
2. Relative Financial Indicators to measure financial returns such as ROIC, ROA, ROE with companies in the same industry to ensure that OR’s remuneration structure is comparable.
3. Non-financial indicators such as management ability and leadership with effective all-round communication to achieve sustainable integrated work, leading the company to be recognized and exemplified by leading organizations in Thailand on a GRC-integrated operating approach, leading the company to create value, increasing the efficiency and competitiveness of the company in the long run, and 360-degree assessment.
Performance Period of CEO has a term of not more than 4 years in each term.
Clawback Provision
The Clawback Provision of the company refers to Section 85 of the Public Company Limited Act, B.E. 2535 (1992), and Sections 89/7 and 89/18 of the Securities and Exchange Act, B.E. 2535 (1992). These Acts stipulate that the boards and executives must fulfill their duties with full responsibility, strictly adhere to laws and corporate rules, and comply with the board’s and shareholders’ agreement in conducting business. If any board fails to perform its duties or engages in misconduct according to these Sections, resulting in illegal benefits for other boards, executives, or related persons, OR may demand legal action to recover the benefits/compensation received from the misconduct.
Management Ownership Guideline
The OR DNA is our organizational culture (core value). We foster in our staff to have a sense of ownership aiming for mutual success and strengthen relationships with our internal and external stakeholders. To ensure that a company is managed in the interests of its shareholders, CEO and/or other executive managers are encouraged to build up share ownership equivalent to a specific multiple of their annual base salary as the following proportion:
- For CEO: 10 times of share held compared to annual CEO salary.
- For other executives: 5 times of executive committee share held compared to their average annual base salary.
The shares held by CEO and other executives
The information on share ownership of the Chief Executive Officer and executives as of December 31, 2023 is shown in the table below and in Form 56-1 One Report for the year 2023.
Name and Positions | Multiple of base salary |
|---|---|
Mr. Disathat Panyarachun (Chief Executive Officer) | 0 |
Miss Wilaiwan Kanjanakanti (Senior Executive Vice President, Finance) | 0.21 |
Mr. Paisan Udomkulwanich (Senior Executive Vice President, Lubricants Business) | 0.21 |
Mr. Wison Suntharachan (Senior Executive Vice President) | 0.21 |
Mr. Songpon Thepnumsommanus (Senior Executive Vice President, Energy Solutions Business) | 0.21 |
Mr. Racha U-thaichan (Senior Executive Vice President, Global Business) | 0.21 |
Mr. Piman Poolsri (Senior Executive Vice President, Oil Retail Business) | 0.21 |
Mrs. Kanchanee Udomkulwanich (Senior Executive Vice President, Petroleum Terminal Operations) | 0.21 |
Performance
OR becomes a member of UNGC (United Nations Global Compact Membership) from December 1st, 2022. This makes OR operates in accordance with the 10 principles of UNGC. More details of the Declaration of Intent for Participation can be found in the United Nations Global Compact Communication on Progress (CoP) 2023. (Click)
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.Tax Policy | Click to see/Download |
4. OR independent director definition | Click to see/Download |
5. OR Tax Strategy | Click to see/Download |
6. Board Industry Experience | Click to see/Download |
7. Relative Financial Indicators | Click to see/Download |
8. Policy Influence 2024 | Click to see/Download |


