Corporate Governance Structure
| Stakeholder | Type of Impact | Cause of Impact |
|---|---|---|
|
Shareholders
|
Operations, Products/Services | |
|
Customer
|
Products/Services | |
|
Employee
|
Operations | |
|
Public Sector
|
Operations, Supply Chain | |
|
Community
|
Operations, Supply Chain | |
|
Business Partner
|
Supply Chain | |
|
Investor
|
Products/Services |
SDGs Targets
| Long-Term Targets | 2025 | ||
|---|---|---|---|
| Targets | Progress | ||
| Conduct business with responsibility, transparency, accountability, fairness, ethics, and consideration for all stakeholders. | Gain stakeholder confidence, grow sustainably and achieve GC’s vision. | Obtain excellent stakeholder confidence level (above 80%) |
Obtain excellent stakeholder confidence level
|
Challenges and Opportunities
GC recognizes the importance of conducting business in accordance with the principles of good corporate governance, aligned with international standards and supported by a robust management structure. This approach helps minimize legal and financial risks, enhances stakeholder trust, attracts investment, and promotes long-term sustainable business practices. To ensure transparent governance and gain stakeholder confidence, GC is committed to responsible management, transparency, and strict compliance with applicable laws, regulations, and global standards. GC also promotes diversity within the Board of Directors to ensure a broad range of perspectives that reflect stakeholder needs and expectations. These commitments aim to enhance GC’s investment appeal and market value, while reducing exposure to legal and financial risks. Through building stakeholder confidence and fostering investor interest, GC continues to strengthen its position in the capital market.
Business Case, Business Impact: Risk/ Cost / Revenue
Why business must focus on Corporate Governance, Business Code of Conduct and Compliance
Operating a business in accordance with the principles of Corporate Governance, adhering to international standards and having an effective management structure are crucial to business operations today. These contribute to reducing legal and financial losses, boosting stakeholder confidence and attracting more investors while sustainably improving the quality of business operation.
Create Transparency in Governance |
Stakeholders place their trust and confidence in GC’s effective management structure, transparency and compliance with international rules, regulations and standards. |
|---|---|
Increase Board of Directors Diversity |
GC promotes diversity in perspectives in line with the needs and expectations of stakeholders. |
Attract Investment and Create Market Value |
Good corporate governance contributes to reducing risks from legal and financial losses, boosting stakeholder confidence and attracting more investment, leading to increased capital market value. |
Commitment
GC adheres to policies and principles relating to Corporate Governance, Business Code of Conduct and Compliance while underlining responsibility, transparency, accountability and fairness in business operation. Meanwhile, GC strengthens the company’s capability to keep up with changes through continuous development efforts in order to achieve effective corporate governance in GC Group as we strive to become a national and international role model in corporate governance.
Business Strategies
GC has appointed the Board of Directors and assigned their roles in corporate governance. The Company has also established the Corporate Compliance Policy and taken continuous actions to improve processes in compliance with international principles and standards. Meanwhile, GC fosters a corporate culture that adheres to ethics while encouraging executives and supervisors to act as a role model for employees at all levels. A system has also been put in place to track business operations and performance. Accordingly, any activities that are inconsistent with the principles of Corporate Governance and the Business Code of Conduct can be reported by stakeholders through GC’s whistleblowing channels for further appropriate actions.
Management Approach GRI 3-3 (2021)
Board Nomination and Board Diversity Policy
The Nomination and Remuneration Committee is charged with nominating and selecting qualified candidates for appointment as directors. List of the said candidates shall be indeed presented to Board of Directors’ and/or Shareholders’ Meetings for consideration and approval of director’s appointment. The process of nominating directors must be made in a systematic and transparent manner in accordance with the Company’s criteria for nomination and appointment of directors. In addition to considering laws and regulations of the Securities and Exchange Commission of Thailand (SEC) and the Stock Exchange of Thailand (SET), the nomination of directors shall take into account GC’s Articles of Association, the Corporate Governance and Business Code of Conduct Handbook, and Corporate Governance Code for listed companies 2017 (CG Code).
Moreover, GC also takes into account the Board Diversity Policy, which includes the ratio of independent directors and female directors (Gender diversity), the diversity of race or ethnicity and nationality as well as the diverse knowledge, skills, experience and specialization that correspond with the Company’s business industry (Materials Industry) according to GC Board Skills Matrix without any discrimination based on gender, ethnicity, nationality, color, race, or religion. GC also considers the directors’ pool of trusted organizations, namely the State Enterprise Policy Office (SEPO) and the Thai Institute of Directors Association (IOD) or the compilation of a list of candidates provided by the Nomination and Remuneration Committee. This would promote and achieve a diverse and suitable board composition, which enhances the Board of Directors’ performance consistent with the Company’s current and future business strategies and goals efficiently.
Details of Board Nomination and Board Diversity Policy can be found under Item (9) Nomination and appointment of Directors on revised edition 2025, pages 17-18 in Corporate Governance and Business Code of Conduct Handbook as well as the Company’s criteria for nomination and appointment of directors.
Board Independence Statement Board Composition and Board Independence Statement
As of February 1st, 2026, GC’s board composition comprises 15 directors, 14 of whom are non-executive directors and one executive director. In addition, GC clearly determines the board’s structure, composition, qualification as well as duty and responsibility to suit the size and nature of its business.
Additionally, GC mandates that more than half of the Board of Directors must be independent directors. This is to ensure that independent directors and entire board members can fulfill their roles and responsibilities efficiently and exercise independent judgment. The roles and responsibilities of the Chairman of the Board of Directors and the Chief Executive Officer are clearly separated. The two positions must not be held by the same person. In addition, GC establishes the definition of Independent Director Qualification which is different and more stringent than the Independent Director Qualification of Notification of Capital Market Supervisory Board Tor Jor. 39/2559, issued by the Securities and Exchange Commission of Thailand (SEC) and the Independent Director Criteria of S&P Global CSA.
Furthermore, in accordance with the Regulation on Directors' and Executives' Liability Protection B.E. 2554 (2011), the company recognizes the importance of corporate governance in today's complex and highly competitive business environment, where directors and executives must perform their duties in compliance with applicable laws, regulations, and resolutions, with integrity and in the best interests of the company. However, even when such actions are taken within the proper framework and with genuine intent to benefit the company, they may still affect the interests of stakeholders and potentially expose directors or executives to personal liability claims. Therefore, the company stipulates that "the liability of directors and executives is unlimited" in respect of any act or omission by a director or executive in the performance of, or in connection with, their duties, or in holding the position of director or executive, and directors and executives are required to perform their duties with care, prudence, and accountability as those responsible for setting the direction of the organization.
Furthermore, in accordance with the Regulation on Directors' and Executives' Liability Protection B.E. 2554 (2011), the company recognizes the importance of corporate governance in today's complex and highly competitive business environment, where directors and executives must perform their duties in compliance with applicable laws, regulations, and resolutions, with integrity and in the best interests of the company. However, even when such actions are taken within the proper framework and with genuine intent to benefit the company, they may still affect the interests of stakeholders and potentially expose directors or executives to personal liability claims. Therefore, the company stipulates that "the liability of directors and executives is unlimited" in respect of any act or omission by a director or executive in the performance of, or in connection with, their duties, or in holding the position of director or executive, and directors and executives are required to perform their duties with care, prudence, and accountability as those responsible for setting the direction of the organization.
Details regarding shareholder meetings and voting rights can be found in the Company’s Articles of Association, which are publicly available on the corporate website.
Board Composition
Executive Director : 1 persons
Non-Executive Director : 14 persons
Independent directors : 9* persons
*Remark: Independent directors are appointed in accordance with SEC regulations
Board Independence Statement
As of February 1st, 2026, GC board members comprise 14 non-executive directors. Of these, the Chairman of the Board of Directors is non-executive director and possesses independent qualifications, 14 are Independent Directors according to the criteria of S&P Global CSA, and 9 are Independent Directors according to SEC & GC Definition of Independent Director Qualification.
Gender Diversity
Tenure of the board of directors
0-3 years
12 persons
4-6 years
3 persons
Average Board Tenure : 2.4 years
Board Industry Experience (Board Skills Matrix)
| Name | Position | Industry Experience | Profile |
|---|---|---|---|
| Mr. Predee Daochai | Chairman / Chairman of the Independent Directors (Non-executive Director) |
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| Mr. Thanwa Laohasiriwong | Independent Director (Non-executive Director) / Chairman of the Audit Committee |
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Read more |
| Mr. Pakorn Nilprapunt | Independent Director (Non-executive Director), Chairman of the Nomination & Remuneration Committee / Director to the Audit Committee |
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| Gen. Nimit Suwannarat | Independent Director (Non-executive Director), Chairman of the Corporate Governance ad Sustainability Committee / Director to the Audit Committee |
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Read more |
| Mr. Grisada Boonrach | Independent Director (Non-executive Director) and Chairman of the Risk Management Committee |
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| Mr. Surachai Achalaboon | Independent Director (Non-executive Director) / Director to the Nomination & Remuneration Committee |
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Read more |
| General Chaipruak Doungprapat | Independent Director (Non-executive Director) and Director to the Nomination & Remuneration Committee |
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Read more |
| Pol. Col. Dusadee Aryawuit | Independent Director (Non-executive Director) and Director to the Corporate Governance and Sustainability Committee |
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| Mr. Wim Rungwattanajinda | Independent Director (Non-executive Director) / Director to the Corporate Governance / Sustainability Committee |
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Read more |
| Mr. Patchara Anuntasilpa | Director (Non-executive Director) / Director to the Corporate Governance / Sustainability Committee |
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Read more |
| Mr. Jaturong Worawitsurawatthana | Director (Non-Executive Director) and Director to the Corporate Governance and Sustainability Committee |
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Read more |
| Mr. Petai Mudtham | Director (Non-executive Director) / Director to the Risk Management Committee |
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Read more |
| Mr. Prasong Intaranongpai | Director (Non-Executive Director) and Director to the Risk Management Committee |
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Read more |
| Mr. Cherdchai Boonchoochauy | Director (Non-Executive Director) and Director to the Risk Management Committee |
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Read more |
| Mr. Narongsak Jivakanun | Director (Executive Director), Secretary to the Board of Directors, Director to the Risk Management Committee, and Chief Executive Officer |
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Read more |
Board Skills Matrix
Number (Person)
Engineering: Industrial, Mechanical and Chemical Engineering
4
Energy, Petroleum and Petrochemical/Materials
14
Economics: Finance/Banking, Fiscal, and Money/Capital Markets
9
Business Management: Organization Management, International Business, Marketing, Human Resource Management, Enterprise Risk Management, and Innovation
15
Accounting: Accounting/ Auditing and Internal Audit
4
Laws: Civil/Commercial Law, Criminal Law, Public Law, Environmental Law, and International / International Commercial Law and International Trade Law
12
National Security: Intelligence, Politics and/ Government, International Politics
13
Sustainability: Corporate Governance, and Environmental and Social Responsibility
12
Information Technology: Information Technology Management and Cybersecurity
7
GC Board of Directors comprises of members who possess a wide range of knowledge, skills, expertise, and experience that would correspond with the Company’s business strategies, such as engineering, energy, petroleum, petrochemical and materials, economics and finance, business management and enterprise risk management, accounting, laws, national security, sustainability, as well as informational technology and cybersecurity. Additionally, GC has 5 non-executive directors (35.71% of total non-executive directors) who have practical work experience and educational background in Materials Industry based on Global Industry Classification Standard (GICS) (Information as of February 1st, 2026).
For more details of educational background, Board Industry Experience and Expertise in Materials Industry based on GICS, please see the summary table of Board Industry Experience.
More detail on Board Industry ExperienceFurthermore, GC Board of Directors has appointed four sub-committees, consisting of Audit Committee, Nomination and Remuneration Committee, Corporate Governance and Sustainability Committee, and Risk Management Committee. These committees directly report to the Board of Directors and have duties to oversee and perform their specific tasks with diligence and efficiency. Sub-committee members serve a term of office of three years each time.