Good Corporate Governance
Thai Wah is committed to maintaining the highest standards of good corporate governance throughout its business operations to ensure sustainability and stability while demonstrating social and environmental responsibility. The company values its stakeholders by considering their rights, expectations, benefits, and fair treatment. Thai Wah aims to ensure that its corporate governance practices are fair, responsible, and transparent, enhancing the company's reputation and driving sustainable growth.
Therefore, the Board of Directors has established corporate governance policies and business ethics based on the principles of good corporate governance for listed companies (CG Code), the guidelines for corporate governance of Thai listed companies (CGR), and other standard guidelines. These policies are reviewed, updated, and developed annually to align with changing laws, economic conditions, and social and environmental contexts.
Board Structure and Responsibilities
The Board of Directors consists of a number of directors appropriate to the company’s size and business strategy. Each director must possess the necessary knowledge, expertise, and experience relevant to the company’s operations. Additionally, they must have a clear understanding of their roles, duties, and responsibilities toward shareholders, ensuring decision-making that benefits the company, shareholders, and all stakeholders. Furthermore, the company believes that a diverse board structure, free from discrimination based on nationality, religion, culture, age, or gender, encourages independent and diverse perspectives, fostering well-rounded and effective corporate governance.
To support the operations of the Board of Directors, the company has established subcommittees to oversee and monitor various aspects of the business in accordance with good corporate governance principles. These subcommittees include:
- Audit, Risk, and Corporate Governance Committee
- Nomination and Remuneration Committee
- Business Strategy and Innovation Committee
- Sustainability Committee
Enterprise Risk Management
Thai Wah is committed to systematic and transparent risk management, integrating risk management policies as a core component of its corporate strategy. This approach supports strategic decision-making, sustainable operations, and stakeholder trust. The company has established a comprehensive risk management framework to ensure robust and effective risk mitigation. Thai Wah's risk management system aligns with the Enterprise Risk Management (ERM) framework under internationally recognized COSO standards. Additionally, the company continuously enhances internal control systems to adapt to evolving business environments and regulatory requirements. Thai Wah's risk management approach covers risk assessment, mitigation, and reporting, with the primary objective of preventing potential losses and creating long-term growth opportunities.
Anti-Corruption
Thai Wah places great importance on conducting business with honesty, transparency, and accountability under the principles of good governance. The company has implemented strict anti-corruption policies across the organization to promote business sustainability. Thai Wah has been a member of the Thai Private Sector Collective Action against Corruption (CAC) since February 21, 2017, and has continuously renewed its certification. In 2024, the company applied for its second renewal to maintain CAC standards.
Thai Wah has a clear stance on transparent operations, strictly prohibiting any actions that violate ethics or legal standards. Under the Whistleblowing Policy, the company provides channels for employees and external parties to report inappropriate actions or violations of laws and regulations. Whistleblowers are assured that they will not face punishment, discrimination, or any inappropriate actions. This policy creates a safe space for everyone to r eport issues confidently, such as fraud, corruption, and legal or regulatory violations.
Complaint and Whistleblowing Management Process
The company has established a systematic process for handling complaints and whistleblowing, with transparent and verifiable steps. This process covers the receipt of complaints, investigation, resolution, and prevention of recurrence. Additionally, the company reports the results of these processes to the Audit Committee and the Board of Directors on a quarterly basis.
Complaint Management in 2024
| Type of Complaint | Number of Cases | Management Measures | |||
| Verbal Warning | Written Warning | Suspension | Termination | ||
| 1. Corruption | 3 | - | - | - | 3 |
| 2. Failure to follow work regulations | 12 | 1 | 1 | - | 10 |
| 3. Non-compliance with the Anti-Corruption Policy | 1 | - | 1 | - | - |
| Percentage of disciplinary actions imposed by the Company’s regulations for all cases (%) | 100% | - | - | - | - |
Whistleblowing Channel
Board of Directors
Audit and Risk Committee
Internal Audit Unit
Postal Mail
Thai Wah Public Company Limited
21/11, 21/13 Thai Wah Tower 1, 6th Floor, South Sathorn Road, Tungmahamek, Sathorn Bangkok 10120, Thailand
Fax
Sustainable Procurement
Sustainable procurement is crucial in managing the economic, social, and environmental impacts of our operations throughout the supply chain. Our procurement management approach is comprehensive, setting criteria for selecting suppliers that include environmental care, social responsibility, and ethical governance, along with other criteria relevant to the agriculture and food industry. Integrating sustainable procurement into our business strategy not only protects our supply chain but also contributes to creating a more sustainable and equitable agricultural and food system.
Thai Wah has established a group procurement policy that aims for maximum efficiency in procurement processes, adhering to principles of value, transparency, and fairness. The policy ensures that all suppliers comply with our sustainability standards, which are regularly reviewed and updated to align with best practices and legal requirements. We also promote adherence to the Supplier Code of Conduct, ensuring that suppliers' operations align with Thai Wah's sustainable procurement guidelines. This code covers environmental, social, and governance issues, as well as legal compliance. Additionally, the company promotes green procurement or environmentally conscious procurement to reduce potential impacts on the environment and communities.
Supplier Screening and Supplier Assessment
The supplier selection process involves evaluating suppliers to ensure they meet specific criteria related to quality and compliance with environmental, social, and governance (ESG) standards. This process includes thorough checks on suppliers' capabilities, ethical practices, and regulatory compliance, demonstrating reliability and business standards. Suppliers are informed about the company's Supplier Code of Conduct.
The company has a regular process for monitoring, auditing, and evaluating supplier performance to ensure compliance with established standards and business ethics. Evaluations are conducted through self-assessment questionnaires or on-site audits of key suppliers selected randomly. Evaluation and audit topics include food safety, environmental management, occupational health and safety, and labor practices.
Additionally, to align with the risk assessment approach for suppliers, in 2024, we identified critical Tier 1 suppliers—those crucial to business processes, such as those with high contract values and high product volumes. These suppliers are assessed for environmental, social, and economic risks. Relevant and concerning topics are considered to address potential impacts on the supply chain that exceed acceptable risk levels. Plans are developed to mitigate risks through monitoring and supplier development in key areas affecting the business supply chain.