Corporate Governance

Supporting the SDGs Goals

SDGs 16: Peace, Justice and Strong Institutions

Commitment

Conduct business in accordance with good corporate governance principles, ensuring transparency, accountability, and responsibility to all stakeholders.
Strictly comply with applicable laws, regulations, and business standards.
Promote an organizational culture rooted in ethics, integrity, and anti-corruption practices.

Goals and Performance Highlights

Goals

The Company implements good corporate governance practices aligned with relevant rules and regulations to drive sustainable business growth while creating value and long-term wealth for all stakeholder groups.

Performance in 2025

Achieved an “Excellent (5 Stars)” rating in the Corporate Governance Report (CGR) of Thai Listed Companies, reflecting the Company's steadfast commitment to operating business with high corporate governance standards.

Awarded an “A” rating in the SET ESG Ratings, underscoring the Company's dedication and execution towards sustainable development. This achievement is built upon a solid foundation of good corporate governance to create sustainable value and long-term returns for all stakeholder groups.

Challenges and Opportunities

In a rapidly evolving business environment—driven by regulatory changes, rising consumer expectations, and increasingly stringent sustainability standards—maintaining strong corporate governance presents both a challenge and a significant opportunity for the Group. Adherence to good governance principles enhances stakeholder confidence, mitigates business risks, and supports stable, long-term sustainable growth.

Management Approach and Value Creation

Tanachira Retail Corporation Public Company Limited and its subsidiaries (“the Group”) are committed to conducting business in accordance with good corporate governance principles. The Group adheres to laws, ethics, and integrity, while ensuring transparency and accountability to all stakeholders to achieve sustainable business growth and build confidence among shareholders, investors, customers, employees, and all stakeholders.

The Company recognizes that good corporate governance is a key factor in enhancing operational efficiency and driving sustainable growth, while considering the best interests of all stakeholders, including employees, investors, shareholders, and other related parties.

The Company has established a Corporate Governance Policy in line with the Corporate Governance Code for Listed Companies 2017, issued by the Securities and Exchange Commission, as a guideline for its governance practices. The policy is based on eight key principles as follows:

Eight Key Principles

Recognize the role and responsibilities of the Board of Directors as organizational leaders in creating sustainable value for the business.

Define objectives and core business goals that promote sustainability.

Strengthen an effective Board of Directors.

Recruit and develop top executives and manage human resources effectively.

Promote innovation and responsible business practices.

Ensure appropriate risk management and internal control systems.

Maintain financial credibility and proper disclosure of information.

Support shareholder engagement and communication.

Tanachira Group places strong emphasis on good corporate governance by establishing clear governance structures and processes to ensure transparency, accountability, and auditability in its business operations. The key approaches are as follows:

The Board of Directors is responsible for setting the Company's policies, vision, and strategic direction, as well as overseeing management's performance to ensure alignment with good governance principles and the best interests of shareholders and stakeholders.
The Company has established a transparent nomination and appointment process for directors, assigning responsibility to the Nomination and Remuneration Committee. Candidates are evaluated based on their knowledge, expertise, experience, and diversity of skills, using a Board Skill Matrix as a key tool. This ensures that the Board composition is appropriate and aligned with the Company's strategy before being proposed to the shareholders' meeting for approval.
The Company designates the Chairman of the Board as an independent director and separates this role from that of the Chief Executive Officer to ensure a clear division of responsibilities and proper checks and balances. The Chairman oversees the Board's performance and presides over Board and shareholders' meetings to ensure their effectiveness.
The Chief Executive Officer is responsible for the day-to-day management and business operations in accordance with the policies and strategies set by the Board of Directors.
For subsidiary governance, the Company appoints representatives as directors in proportion to its shareholding to ensure that operations comply with applicable laws and the Company's policies. This also includes overseeing appropriate disclosure practices and internal control systems.

To ensure effective corporate governance, Tanachira Group has established a Governance Framework covering key components as follows:

Board of Directors: Responsible for setting policies and overseeing the Company's business operations.
Board Committees: Such as the Audit Committee, which supports governance in areas including internal control, auditing, and operational transparency.
Management: Responsible for executing business operations in alignment with the Company's policies, strategies, and governance principles.
Internal Control and Internal Audit Systems: Established to support efficient operations and mitigate potential risks to the organization.

Beyond establishing a clear governance structure and process, the Board of Directors also evaluates the Chief Executive Officer's (CEO) annual performance against key ESG (Environmental, Social, and Governance) criteria, categorized into the following 8 areas:

Topic	Details
1. Strategic Planning and Performance Management	Collaborate closely with the Board of Directors to translate the corporate vision and mission into actionable strategic goals and objectives. Lead the execution of the organization’s strategic plans, transforming them into concrete, measurable outcomes. Oversee and optimize the planning process to ensure clarity in strategic direction, driving the sustainable growth of the organization. Govern company operations in strict compliance with good corporate governance principles, applicable laws, regulatory requirements, and ESG standards.
2. Financial Management	Drive revenue growth and optimize cost management to consistently achieve target operating profit margins and ensure long-term financial sustainability. Oversee and establish robust and adequate internal financial control systems to safeguard assets and maintain the financial stability of the organization.
3. Operational Management	Oversee the establishment and maintenance of a systematic and highly efficient performance management and monitoring system. Ensure the setting of meaningful and challenging goals to continuously drive development and elevate operational capabilities. Foster a culture of accountability by ensuring that the management team adheres to corporate standards and successfully achieves defined performance milestones.
4. Product and Service Quality	Govern the organization to deliver high-quality and safe products and services to ensure customer satisfaction and strictly align with international service standards.
5. Human Resource Management	Lead the organization in attracting, retaining, motivating, and developing professionals to cultivate a high-potential talent poo. Regularly review and update the succession plan to ensure alignment with and support for the organization’s strategic direction. Establish strategic processes and development programs to build a robust leadership pipeline and enhance the capabilities of the next generation of leaders.
6. Interpersonal and Organizational Relationships	Evaluate and identify operational risks, obstacles, or constraints, while establishing timely corrective actions and mitigation measures to ensure planned goals are successfully achieved. Cultivate and maintain mutually beneficial relationships with all key stakeholders connected to the organization. Formulate and implement Individual Development Plans (IDPs) that align with and support the organization’s strategic direction and sustainability roadmap. Foster a positive and motivating work environment to drive a high-performance corporate culture.
7. Leadership and Governance	Serve as a role model in embodying and articulating the corporate vision and mission, ensuring they are clearly demonstrated and shared collectively across the organization. Collaborate with the Board of Directors to define and uphold the highest ethical standards, fostering a corporate culture rooted in transparency and good governance.
8. Board Relations and Communication	Build and maintain an effective, mutually supportive working relationship with the Board of Directors. Report and apprise the Board of Directors of key developments, crucial information, and significant emerging issues, including comprehensive ESG-related matters. Provide accurate, clear, and timely information to effectively support the Board of Directors in their strategic decision-making processes.

The Company has established a Code of Conduct for directors, executives, and employees to promote integrity, transparency, and fairness in business operations, as well as to prevent conflicts of interest. A formal Conflict of Interest Policy is in place, based on the principle that all business decisions must be made in the best interests of the Company and its shareholders, while avoiding any actions that may give rise to conflicts of interest.

Individuals who have a direct or indirect interest in any transaction under consideration are required to disclose their relationship or interest to the Company and must abstain from participating in the deliberation process, including having no authority to approve such transactions.

Tanachira Group places great importance on accurate, complete, and timely disclosure of information through annual reports, the Company's website, and various communication channels to build confidence among shareholders, investors, and stakeholders.

Whistleblowing and Complaint Channels

Stakeholders who witness violations or non-compliance with the code of business ethics can inquire or provide feedback through the following channels:

Channel 1: By mail to the following address

Tanachira Retail Corporation Public Company Limited 99/9 The Offices at CentralWorld, Room No. OFMH 2807 and OFMH 2812, 28^th Floor, Rama 1 Road, Pathumwan, Bangkok 10330

Channel 2: By email

companysecretary@tanachira.co.th

Channel 3: Suggestion box / feedback / complaint within the group companies

By notifying the Chief Executive Officer or the Chairman of the Board of Directors:

If the person being complained about is in a position lower than the Chief Executive Officer: Notify the Chief Executive Officer or the Company Secretary (who receives matters on behalf of the Chairman of the Board of Directors)

If the person being complained about is an executive at the level of Chief Executive Officer or above, or a Director: Notify the Chairman of the Board of Directors or the Company Secretary (who receives matters on behalf of the Chairman of the Board of Directors)

Whistleblowing form for reporting any actions that are contrary to good corporate governance policies, unethical, non-compliant with the company's rules and regulations, illegal or may cause damage, or where any stakeholder is treated unfairly by the company's actions or issues of corruption, through the company's website.

Whistleblowing Channel

In addition, to reflect the effectiveness of corporate governance, the group companies has established Governance KPIs to continuously monitor and evaluate performance, as follows:

KPI	2025 Performance
Number of business ethics complaints	0 cases
Number of employees participating in ethics and corporate governance training	Covered all relevant employees
Number of Board of Directors meetings held	In accordance with the annual meeting schedule

Over the past year, the Company implemented a rigorous regulatory compliance auditing and monitoring process. The audit revealed no material litigation or ongoing legal disputes concerning Environmental, Social, and Governance (ESG) aspects. Consequently, the Company has not recognized any provisions for related fines or compensations in the fiscal year 2025 financial statements.