Corporate Governance
Supporting the SDGs Goals
Goal 16:
Challenges and Opportunities
Ratch Pathana Energy Public Company Limited fully recognizes its pivotal role in advancing sustainable energy solutions while upholding the highest standards of Environmental, Social, and Governance (ESG) practices. Good corporate governance lies at the core of our operations, serving as the essential framework for transparency, accountability, and long-term stakeholder trust.
We view the growing global focus on ESG as both an opportunity and a challenge. On one hand, it allows us to strengthen our competitive positioning, attract responsible investment, and align our operations with international sustainability benchmarks. On the other hand, it compels us to proactively navigate evolving regulatory requirements, address rising stakeholder expectations, and carefully balance business growth with our environmental and social responsibilities.
Our top executives play a crucial role in steering the company’s ESG strategy—establishing robust governance structures, fostering a culture of ethical conduct, and ensuring our policies comprehensively address environmental stewardship, social well-being, and sound governance. Through transparent and credible ESG disclosures, we aim to reinforce stakeholder confidence and create enduring shared value that contributes to resilient communities, a healthy environment, and sustainable economic progress.
Management Approach and Value Creation
Corporate Governance Structure
The Board of Director of Ratch Pathana Energy Public Company Limited believes in the value of Corporate Governance and the practical conduct based on Chapter 3/1 of the Securities and Exchange Act B.E. 2535 (1992) amended by the Securities and Exchange Act (No. 4) B.E. 2551 (2008) and the Securities and Exchange Act (No. 5) B.E. 2559 (2016).
Define roles and responsibilities for overseeing and monitoring management's operations Including setting policies and strategic planning to align with the company's current and future operational management. Ensure effective corporate governance in line with international standards, building trust among stakeholders and confidence in a transparent and fair management system. In this regard the Board of Directors has appointed five sub-committees to alleviate its workload on various matters as follows.
Executive Committee
Audit Committee
Nomination and Remuneration Committee
Corporate Governance and Risk Management Committee
Sustainability Committee
The composition of the Board of Directors
Board of Directors consists of 12 members, classified into:
Gender Diversity
Male
11 Persons
Female
1 Persons
Term of Office for Company Directors
| Name | Date of Appointment | Position |
|---|---|---|
| 1. Mr. Sujarit Patchimnan | May 10,2016 | Chairman |
| 2. Mr.Nitus Voraphonpiput | May 14, 2024 | Vice Chairman |
| 3. Mr. Sakarin Tangkavachiranon | Dec 14, 2021 | Director |
| 4. Mrs. Wadeerat Charoencoop | Dec 14, 2021 | Director |
| 5. Mr. Klahan Suksawai | Feb 20,2025 | Director, Managing Director |
| 6. Mr. Thirasak Vikitset | Mar 6, 2003 | Director |
| 7. Mr. Vorayos Thongtan | Jan 1, 2021 | Director |
| 8. Mr. Amphol Wattanaworaphong | Nov 12, 2024 | Director |
| 9. Mr. Chinapat Visuttipat | Dec 14, 2021 | Independent Director |
| 10. Mr. Nattachak Pattamasingh Na Ayuthaya | Apr 1, 2024 | Independent Director |
| 11. Mr. Dejsiri Sangsingkeo | Apr 24, 2024 | Independent Director |
| 12. Mr. Chaisak Yongbanjerd | Jan 5, 2022 | Independent Director |
Term of Office for Company Directors
0-5 years
10 Persons
83%
Over 5 years
2 Persons
17%
Nomination of the Board of Directors
The Nomination and Remuneration Committee is responsible for sourcing and screening individuals with suitable qualifications to serve as new directors the election of directors replacing those retiring by rotation or other cases propose to the Board of Directors for consideration of election by the shareholders' meeting or the Board of Directors with the Company’s Articles of Association and relevant laws for ensure that the company has a transparent and fair director nomination process. The Nomination and Remuneration Committee will select the person who has qualified individuals to serve as directors on sub-committees and as representative directors in subsidiaries and joint ventures should also be proposed to the Board of Directors for consideration and appointment. Enable the company to achieve its business objectives and goals, as well as to promote and support the company's fair and transparent management, which can generate returns and enhance long-term value for shareholders, as well as to build trust among all stakeholders and lead the company towards sustainable growth.
In addition, the company has also considered the elements of board diversity, including composition, and number of independent directors, diversity in terms of skills, knowledge, abilities, abilities, experience, and specialized expertise, aligned with the company's business strategy and relevant industry, as per the Board Skills Matrix without limitations or discrimination based on gender, race, nationality, skin color, ethnicity, or religion. Additionally, consideration has been given to lists of qualified individuals such as Chartered Directors from the Thai Institute of Directors (IOD)'s Director Pool database, directors of listed companies on the stock exchange, or other individuals. For promote diversity and suitability in the composition of the Board of Directors, which will enable the Board to effectively fulfill its duties in alignment with the company's strategic plan and goals, both currently and in the future.
Board Skill Matrix
| Name | Experience in the business and/or industry | Knowledge, skills and/or experiences in relevant fields | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Power/Energy Business | Government Sector/State Enterprise | Other Private Sector | Business Planning/Strategy/Management | Human Resources/Remuneration | Engineering | Accounting/Finance/Economic | Legal/Regulations | IT/Digital/Cyber | Risk Management/Corporate Governance/Sustainable development | |||
| 1. Mr. Sujarit Patchimnan | ||||||||||||
| 2. Mr. Nitus Voraphonpiput | ||||||||||||
| 3. Mr. Sakarin Tangkavachiranon | ||||||||||||
| 4. Mrs. Wadeerat Charoencoop | ||||||||||||
| 5. Ms. Suvimol Prataknukul | ||||||||||||
| 6. Mr. Thirasak Vikitset | ||||||||||||
| 7. Mr. Vorayos Thongtan | ||||||||||||
| 8. Mr. Amphol Wattanaworaphong | ||||||||||||
| 9. Mr. Chinapat Visuttipat | ||||||||||||
| 10. Mr. Nattachak Pattamasingh Na Ayuthaya | ||||||||||||
| 11. Mr. Dejsiri Sangsingkeo | ||||||||||||
| 12. Mr. Chaisak Yongbanjerd | ||||||||||||
Independent Director Selection
The company has 4 independent directors from total of 12 directors. The independent directors are independent from management and major shareholders. The number of independent directors complies with rules and regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. The rules and regulations require the company to have at least one-third of the Board but not less than 3 people as independent directors. The Board of Directors appointed the Nomination and Remuneration Committee to select and verify candidates’qualifications and also consider major shareholders and minority shareholders’ proposal. The consideration includes checking in the directors’ pool provided by notable organization which has name list of scholars in various fields. The Nomination and Remuneration Committee then considers the qualification based on the definition of an independent director specified in the announcement of Thai Capital Market Supervisory Board.
Independent director’s qualifications
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The person must hold no more than 1% of shares with voting rights of the Company, the parent Company, the associates, the affiliates, the major shareholders or the entities with the authority to control the Company; inclusive of shareholding by individuals related to such independent directors.
- The person must not be serving, or have served, as a director who is involved with the management, or a staff member, an employee or a consultant with a monthly wage. The person also must not be or be an individual with the authority to control the Company, the parent Company, the associates, the affiliates, the associates of the same level, the major shareholders or of the entities with the authority to control the Company, with the exception of the case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director. The ineligibility, however, does not include the case where an independent director has previously served as a public servant or a consultant of a government agency which is a major shareholder of, or an entity with the authority to control the Company.
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The person must not be related by blood or law as father, mother, spouse, sibling or child, spouse of son or daughter of executives, major shareholders, individuals with the authority to control the Company or candidates for the position of an executive or an individual with the authority to control the Company or an associate.
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The person must not have, or have had, a business relationship with the Company, the parent Company, the associates, the affiliates, the major shareholders or the entities with the authority to control the Company, in such a manner that may interfere with one’s independent discretion. The person also must have not been or has been a shareholder, individuals with the authority to control the Company, of the person who has business relationship with the Company, the parent Company, the associates, the affiliates, the major shareholder or the entities with the authority to control the Company. There is an exception in the case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director.
The business relationship as described in the above paragraph is inclusive of normal trading transactions for the conduct of business; lease or letting of immovable; transactions relating to assets or service; provision or acceptance of financial assistance through acceptance or provision of loans and guarantees, the use of assets as collateral and other such practices which result in the Company or the party to the agreement being under the obligation to repay the other party for an amount from 3% of net tangible assets of the Company or from Twenty Million Baht whichever is lower. The calculation of such obligation to debt is to be in accordance with the related transaction value calculation method as per the Announcement of the Capital Market Supervisory Board on the Related Transaction Criteria with exceptions. The said obligation to debt includes that which has materialized during the period of one year prior to the day of business relationship with the same individual.
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The person must not be, or has been, an auditor of the Company, the parent Company, the associates, the affiliates, the major shareholders or the entities with the authority to control the Company. The person also must not be a significant shareholder, an individual with the authority to control or a partner of the audit office with which the auditor the Company, the parent Company, the associates, the affiliates, the major shareholders or the entities with the authority to control the Company is associated. There is an exception in such case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director.
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The person must not be, or has been, a provider of a professional service including the service as a legal consultant or a financial consultant for which greater than Two Million Baht of fee is paid per year by the Company, the parent Company, the associates, the affiliates, the major shareholders or the entities with the authority to control the Company. The person also must not be a significant shareholder or an individual with the authority to control or a partner of such provider of professional service. There is an exception in such case where he or she has retired from such a position for at least two years prior to the day on which he or she is appointed as an independent director.
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The person must not be a director appointed to represent a director of the Company, a major shareholder or a shareholder who is related to a major shareholder.
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The person must not be in a business of the same nature as, and of significant competition to, that of the Company or an associate. The person also must not be a significant partner in a partnership; a director who is involved with the management; a staff member; an employee; a consultant with a monthly wage; as well as, a shareholder who holds more than 1% of shares with voting rights of another Company which is engaged in a business of the same nature as and of significant competition to that of the Company or an associate.
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The person must not have any other characteristic which is an obstacle to the giving of free opinion on the operation of the Company.
In the event of any announcement by the Capital Market Supervisory Board imposing the revision to the qualifications for independent director, the Company’s independent director would thereby be required to possess such qualifications well complying with such revision.
After having been appointed as an independent director following the qualifications specified under items (1) through (9) above, the independent director may be assigned by the Board of Directors to make decisions on the operation of the Company, the parent Company, the associates, the affiliates, the associates of the same level, the major shareholders or the entities with the authority to control the Company in the manner of a collective decision.
Self-Assessment of the Board of Directors
The Board of Directors has established the policy of the Board assessment at least once a year. The Nomination and Remuneration Committee is responsible for the annual assessment. The Board of Directors' assessment form consists of an individual Board member assessment and a collective Board assessment. Sub-committees also undergo self-assessment (based on the self-assessment criteria for the Board of Directors and sub-committees by the Thai Institute of Directors (IOD)). Such an assessment is covered to the policy of the Boards, the director structure and the practices of the Boards, and the preparation and implementation of the Meeting and to align with the roles and responsibilities as stipulated in the charters of the Board of Directors and its sub-committees.
Every director was independent in taking such evaluation and discuss the assessment result during the Board of Directors’ meetings. The given recommendations are to improve and enhance operational efficiency of the Board of Directors and sub-committees for the maximized benefits of Corporate Governance.
Director Remuneration
The Board of Directors established the Director Nomination and Remuneration Policy (approved from the Board of Directors’ resolution No. 8/2023 on November 11, 2023) to ensure that director remuneration is fairly considered. The Board of directors also appointed and assigned the Nomination and Remuneration Committee to consider criteria, payment method and remuneration limit for the Board of Directors and sub-committee, and then proposed to the Board of Directors to endorse and the shareholders’ meeting for approval.
- Suitable with scope of duty, assigned responsibility and the performance of the board such as business growth in terms of production capacity, assets and net profit, etc.
- Comparable to peer companies in the same industry with similar scale and sufficient to retain the qualified directors
- Annual benefit: reflexing the responsibility and operating result of the board of directors’ performance.
- Meeting allowance: reflexing the board of directors’ performance and encouraging the regular meeting attendance.
- Other benefits allowance (if any) based on the proposal of the nomination and remuneration committee.
The director’s compensation is not including the benefits or welfare receiving as employee of the company. The company disclosed the amount of individual compensation of directors and sub-committees in annual report.
- Annual benefit: paid to all directors by the consideration of the Nomination and Remuneration Committee based on policy and criteria of the remuneration and performance evaluation and proposed to the Board of Directors for approval.
- Meeting allowance: paid to all directors attending the meeting. In case of more than 1 meeting per month, the said allowance was not supposed to be paid more than one time.
| Position | 2023 (Baht/time) | 2024 (Baht/time) | |
|---|---|---|---|
| 1. The Board of Directors | Chairman | 20,000 | 20,000 |
| Director | 10,000 | 10,000 | |
| 2. The Audit Committee | Chairman | 10,000 | 10,000 |
| Director | 10,000 | 10,000 | |
| 3. The Executive Committee | Chairman | 10,000 | 10,000 |
| Director | 10,000 | 10,000 | |
| 4. The Nomination and Remuneration Committee | Chairman | 5,000 | 5,000 |
| Director | 5,000 | 5,000 | |
| 5. The Corporate Governance and Risk Management Committee | Chairman | 5,000 | 5,000 |
| Director | 5,000 | 5,000 | |
| 6. The Sustainability Committee | Chairman | 5,000 | 5,000 |
| Director | 5,000 | 5,000 |
- Other benefits allowance (if any) : -None-
Stakeholders Directly Impacted
Shareholders
Employees
Customers
Business Partners
Community and Society
Creditors
