Highlight Governance Risk and Compliance

Driving Business

Governance, Risk Management and Compliance (GRC) is an important tool to drive the business while strengthening the foundation for the business to operate steadily and sustainably. OR recognizes that good governance and systematic supervision are essential to mitigate financial and reputational negative impacts to the business. Therefore, OR places great emphasis on an effective GRC management structure. OR’s business operations consist of various units including Mobility, Lifestyle, Global, and Innovation businesses. As a result, OR has established a management structure covering all 3 issues (GRC issues). This is to prepare for changes that may occur in the future, and to supervise operations in accordance with the law and build confidence in business operations for all groups of stakeholders.

Opportunities and Challenges

Good management in Governance, Risk Management and Compliance (GRC) is the key to response various stakeholder’s expectations and also promoting the transparency of business operation. Today’s business operation is more challenging, in term of market competition, crises, and transitions. GRC is, therefore, considered an important tool for OR’s business management by ensure that business operations can reduce the risk from non-compliance cases and efficient in risk management.

Operational Strategy

The key initiatives for GRC issues such as establishing the committees whose oversee the GRC management such as Corporate Governance Department, Compliance Alliance committee, Enterprise Risk management committee etc. In addition, there are the Good Corporate Governance policy, Risk Management, Compliance of 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 integration of Environmental Social and Governance (ESG) concept 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.

In addition, OR has established Executive KPIs (CEO KPIs) on issues related to governance, risk and compliance, via Leadership KPIs, with details of related indicator as follows:

The ability to lead the company is recognized and is the best practice of Thailand’s leading organizations in operating with GRC considerations (10%).

Long-term Targets

Targets and Performances

Subject	2020	2021	2022	2023
Number of reported complaints	15	14	18	13
Number of complaints under ongoing investigation in the year reported	3	1	1	1
The number of case where wrongdoing was found	3	1	1	2

Note:

Information for the year 2020 is from OR’s Internal Audit Department. Information for the year 2022 is from the Corporate Governance Department.
From OR’s continued operations to support good corporate governance throughout 2023, it was found that OR’s business operations had no cases of law violations. As a result, there are no incidents or fines arising from operations that violate laws in economic, social, and environmental aspects.

Projects and Outstanding Achievements

Governance

1. 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.

(The Declaration of Intent for Participation)

2. Excellent CG Scoring in Corporate Governance: The Corporate Governance Report of Thai Listed Companies 2023 (CGR) survey considers four areas: right of shareholders and equitable treatment of shareholders, the role of stakeholders and business development for sustainability disclosure, transparency, and responsibilities of the board, from the Thai Institute of Directors Association (IOD) and the Stock Exchange of Thailand (SET).

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.

OR encouraged directors, senior executives, and executives appointed as directors of OR Group and employees attended GRC-related training courses of the Thai Institute of Directors Association (IOD) such as Advanced Audit Committee 2Program (AACP), Risk Management Program for Corporate Leaders (RCL), Ethical Leadership (ELP), Anti-Corruption in Practice (ACPG), Corruption Risk & Control, and Good Corporate Governance (CG) E-learning
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.
Risk Management training is provided for employees across all departments and units to apply in developing Business Unit Risk, Project Risk, analyzing Business Unit Risk, and creating Workflow Process and Process Control Plan.
Risk Management and Internal Control training is also organized for executives or employees undertaking Secondment roles in companies within the OR group. This includes top executives within the organization, CFOs, Company Director, and members of the Overseas Pool, all of whom undergo the Company Management Program.

2023 Training Programs

Course	Subject	Outcome
Risk Management and Internal Control (Orientation)	New Employees (175 Persons)	The new employees have knowledge and understanding in risk management and internal control as a foundation for their work.
Risk Management	Employees across all departments and units. (53 Persons)	Employees have gained a deeper understanding of risk management.
Risk Management and Internal Control (Company Management Program)	Executives or employees who are on secondment to companies within the OR group, serving as top executives of the organization, CFOs, company directors, or part of the overseas pool. (32 Persons)	Executives and Employees have gained a deeper understanding of risk management.

Compliance

The Corporate Legal Department was established as a separate entity from the Legal Department in 2023 to provide legal services related to corporate law to OR and OR group. Additionally, it serves as a central hub for regulatory compliance, collecting regulations, assessing risks, supporting various departments in adhering to guidelines, and monitoring, auditing, and reporting to top executives and relevant committees. Moreover, it is responsible for strategic planning and budget management of OR’s legal department to align with business strategies effectively and maximize organizational benefits.

In July 2023, the Thai Private Sector Collective Action against Corruption (CAC) committee passed a resolution to officially support OR’s membership. This is OR’s first application for certification.

CAC Certificate Awarding Ceremony on December 7, 2023