Corporate Governance 

          Mr. Charoen Sirivadhanabhakdi, Chairman Emeritus

 

Prof. Pirom Kamolratanakul, M.D., M.SC., Chairman of the Board of Directors

 

Board of Directors Commitment

 

Berli Jucker Public Company Limited (BJC) has proudly grown alongside Thai society for more than a century by meeting the evolving needs of consumers while creating sustainable value for shareholders and all stakeholders. This enduring success is guided by the Board of Directors (BOD), whose diverse expertise, industry knowledge and leadership experience enable the Company to navigate a rapidly changing business environment while maintaining the highest standards of corporate governance, ethical business conduct and sustainable value creation.

 

The Board is committed to conducting business with integrity, transparency, accountability and ethical leadership. In fulfilling its fiduciary responsibilities, the Board oversees the Company's long-term strategy, corporate governance framework, enterprise risk management, internal control system, compliance and sustainability direction to ensure that business decisions create long-term value while balancing the interests of shareholders and other stakeholders across economic, environmental and social dimensions.

 

To support this commitment, BJC has established a comprehensive Corporate Governance Framework comprising key governance policies covering Shareholders' Rights, Equitable Treatment of Shareholders, Roles of Stakeholders, Disclosure and Transparency, Board Responsibilities, Risk Management, Business Ethics and Code of Conduct, Anti-Corruption and Bribery, and Prevention of Conflicts of Interest. These policies provide a consistent governance foundation for decision-making throughout the organization while ensuring compliance with applicable laws, regulations and internationally recognized corporate governance principles and best practices.

 

The Board of Directors oversees the implementation of the Company's Corporate Governance Framework through nine key governance policies that promote transparency, accountability, ethical business conduct, effective risk management and long-term sustainable value creation.

 

The Board plays a pivotal role in integrating environmental, social and governance (ESG) considerations into corporate strategy, business planning and operational decision-making. Through effective oversight and a robust governance framework, BJC promotes accountability across all levels of the organization while supporting the implementation of Culture 3C, the Group's corporate culture developed through the active participation of employees across headquarters, factories and operational sites. Culture 3C reinforces shared values and expected behaviours that strengthen collaboration, responsible leadership and sustainable business practices throughout the organization.

 

The Board regularly reviews and approves corporate strategies, material sustainability priorities, key policies, business objectives and long-term targets to ensure alignment with changing stakeholder expectations, emerging risks and global sustainability trends. Progress is monitored through key performance indicators (KPIs), enterprise risk assessments, internal control mechanisms, stakeholder feedback, annual performance reviews and sustainability reporting. The Board also reviews the effectiveness of these governance processes and takes appropriate actions to ensure continual improvement. This governance approach enables the Company to respond proactively to emerging opportunities and challenges while maintaining effective oversight of organizational performance.

 

Recognizing that sustainable value creation extends beyond the Company's own operations, BJC actively engages suppliers, business partners and other stakeholders to promote responsible business practices throughout the value chain. Through responsible sourcing practices, the Supplier Code of Conduct, anti-corruption principles, respect for human rights and environmental stewardship, the Company works collaboratively with its business partners to strengthen responsible supply chain management, mitigate sustainability-related risks and create shared value.

 

Stakeholder engagement remains an integral component of the Board's governance approach. Through regular consultations, stakeholder dialogues, surveys and engagement activities, the Company identifies material topics, understands stakeholder expectations and incorporates valuable feedback into corporate strategy and sustainability initiatives. The Board receives regular reports on stakeholder engagement outcomes and organizational performance, enabling informed decision-making and ensuring that material sustainability issues are appropriately addressed through the Company's governance processes.

 

Through this governance framework, the Board remains committed to strengthening stakeholder confidence, fostering sustainable growth, managing risks responsibly and creating long-term value for shareholders, customers, employees, business partners, communities and society. Guided by the principles of good corporate governance, responsible leadership and sustainable value creation, BJC continues to reinforce its position as a trusted regional business leader committed to delivering long-term economic, environmental and social value.

 

 

Board of Directors Structure

 

The Board of Directors (BOD) is the highest governing body of Berli Jucker Public Company Limited (BJC), responsible for providing strategic direction and overseeing the Company's corporate governance, business performance, enterprise risk management, internal control system, compliance, sustainability strategy and long-term value creation. The Board performs its duties with integrity, independence and accountability while acting in the best interests of shareholders and all stakeholders.

 

As of 31 July 2026, the Board comprises 13 directors, consisting of 9 Independent Directors, 2 Executive Directors and 2 Non-Executive Directors. The composition of the Board reflects BJC's commitment to maintaining an appropriate balance of executive, non-executive and independent perspectives to support effective oversight, objective decision-making and sustainable value creation.

 

Board Composition (as of 31 July 2026)	Number	Percentage
Total Directors	13	100%
Independent Directors	9	69.23%
Executive Directors	2	15.38%
Non-Executive Directors	2	15.38%
Female Directors	3	23.08%
Average Board Tenure	10.60 years

 

Board members are appointed through a transparent nomination process overseen by the Nomination and Remuneration Committee (NRC). Directors are selected based on their professional qualifications, integrity, leadership experience and diverse expertise to ensure that the Board collectively possesses the competencies required to oversee BJC's diversified businesses, strategic priorities and long-term sustainability objectives.

 

Board of Directors	Date of Appointment
1. Prof. Pirom Kamolratanakul, M.D., M.Sc.	11-May-2016
2. Mr. Thapana Sirivadhanabhakdi	22-Apr-2025
3. Mr. Tevin Vongvanich	12-Nov-2019
4. Ms. Potjanee Thanavaranit	14-Nov-2017
5. Mr. Thirasakdi Nathikanchanalab	1-Aug-2002
6. Mr. Prasert Maekwatana	1-Jan-2008
7. Police General Krisna Polananta	23-Feb-2012
8. Mr. Rungson Sriworasart	11-Nov-2015
9. Associate Prof. Kamjorn Tatiyakavee, M.D.	15-Feb-2017
10. Associate Prof. Pimpana Srisawadi, DBA	22-Apr-2021
11. Mr. Aswin Techajareonvikul	26-Apr-2007
12. Mrs. Thapanee Techajareonvikul	26-Apr-2018
13. Mr. Prapakon Thongtheppairot	13-Aug-2025

Average Board Tenure: 10.6 years (as of 31 July 2026)

 

Significant Changes of Board of Directors
(1) Mr. Thapana Sirivadhanabhakdi was appointed as a Director of the Company on 22 April 2025 and attended all Board of Directors' meetings held after his appointment, commencing with Board of Directors' Meeting No. 2/2025 on 14 May 2025.
(2) Mr. Prapakon Thongtheppairot was appointed as a Director of the Company on 13 August 2025 and attended all Board of Directors' meetings held after his appointment, commencing with Board of Directors' Meeting No. 4/2025 on 18 September 2025.

 

The Board reviews its composition periodically to ensure that it maintains an appropriate balance of independence, diversity, professional expertise and industry experience aligned with the Company's strategic direction and long-term sustainability objectives.

 

 

Board Independence and Diversity

 

BJC recognizes that board independence is fundamental to effective corporate governance, objective decision-making and the protection of shareholders' and stakeholders' interests. The Company maintains a Board comprising a majority of Independent Directors and regularly reviews their independence to ensure continued compliance with applicable regulatory requirements and the Company's governance principles.

 

The Company adopts the qualifications of Independent Directors in accordance with the requirements of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). To further strengthen its corporate governance practices, the Company also assesses the independence of directors against the independence criteria of the Corporate Sustainability Assessment (CSA). As of 31 July 2026, nine directors satisfy the CSA independence criteria, while six directors meet the qualifications of Independent Directors under the SET requirements.

 

No.	Director	SET	CSA*
1	Prof. Pirom Kamolratanakul, M.D., M.SC.	✓	✓
2	Miss Potjanee Thanavaranit	✓	✓
3	Mr. Prasert Maekwatana		✓
4	Mr. Tevin Vongvanich		✓
5	Police General Krisna Polananta	✓	✓
6	Mr. Rungson Sriworasart	✓	✓
7	Associate Prof. Kamjorn Tatiyakavee, M.D.	✓	✓
8	Associate Prof. Pimpana Srisawadi, DBA.	✓	✓
9	Mr. Prapakon Thongtheppairot		✓

*CSA refers to the Corporate Sustainability Assessment (CSA) conducted by S&P Global. Independent Directors are assessed against the CSA independence criteria for sustainability assessment purposes.

 

The Company recognizes that board diversity strengthens the effectiveness of the Board by bringing together diverse perspectives, professional expertise, industry experience and diversity of thought, thereby enhancing decision-making and supporting sustainable business growth. Director nominations are made without discrimination based on gender, race, ethnicity, nationality, religion or cultural background, while ensuring an appropriate balance of knowledge, experience, age, professional expertise and diversity of perspectives. As of 31 July 2026, women represented 23.08% of the Board of Directors.

 

Board Diversity Policy

The Company recognizes that board diversity is an essential element of effective corporate governance and sound decision-making. In accordance with the Company's Diversity and Inclusion Management, and Non-Discrimination Policy, the Board promotes diversity, equality and inclusion while ensuring that director nominations are made through a fair, transparent and merit-based process without discrimination based on gender, age, race, ethnicity, nationality, religion or cultural background. The Nomination and Remuneration Committee considers an appropriate balance of professional expertise, industry experience, leadership capability, age, gender, independence and diversity of perspectives to ensure that the Board collectively possesses the competencies required to oversee the Company's long-term strategy and sustainable growth.

 

Board Skills Matrix (As of 31 July 2026)

No.

Name

Energy

Materials

Industrials

Consumer Discretionary

Consumer Staples

Healthcare

Financials

Information Technology

Communication Services

Utilities

Real Estate

Retail Business

Risk Management

Internal Audit

1

Prof. Pirom Kamolratanakul, M.D., M.Sc.

✓

✓

✓

✓

✓

✓

2

Mr. Thapana Sirivadhanabhakdi

✓

✓

✓

✓

✓

✓

✓

3

Ms. Potjanee Thanavaranit

✓

✓

✓

✓

✓

4

Mr. Thirasakdi Nathikanchanalab

✓

✓

✓

✓

✓

✓

✓

5

Mr. Prasert Maekwatana

✓

✓

✓

✓

✓

✓

✓

6

Mr. Tevin Vongvanich

✓

✓

✓

7

Police General Krisna Polananta

✓

✓

✓

8

Mr. Rungsorn Sriworasart

✓

✓

9

Associate Prof. Kamjorn Tatiyakavee, M.D.

✓

✓

10

Associate Prof. Pimpana Srisawad, DBA.

✓

✓

✓

11

Mr. Aswin Techajareonvikul

✓

✓

✓

✓

✓

✓

12

Mrs. Thapanee Techajareonvikul

✓

✓

✓

✓

13

Mr. Prapakon Thongtheppairot

✓

✓

✓

✓

✓

✓

✓

The Board collectively possesses diverse competencies across retail, consumer products, manufacturing, healthcare, finance, risk management, information technology and other strategic industries. The Board Skills Matrix is reviewed periodically to ensure that the Board continues to possess the capabilities required to oversee the Company's evolving business strategy, sustainability priorities and emerging risks.

 

Director Appointment and Succession Planning

The Nomination and Remuneration Committee (NRC) is responsible for overseeing the nomination, appointment and succession planning of members of the Board of Directors. Director candidates are selected through a transparent, merit-based and non-discriminatory process based on integrity, professional qualifications, leadership capabilities, independence, industry expertise, diversity of perspectives and the strategic needs of the Company. Recommendations are submitted to the Board of Directors and subsequently to the Annual General Meeting of Shareholders (AGM) for approval in accordance with the Company's Articles of Association.

 

The Company recognizes that effective succession planning is fundamental to maintaining strong corporate governance, leadership continuity and long-term business sustainability. The Nomination and Remuneration Committee periodically reviews the Board's composition, competencies, diversity and succession plans to ensure that the Board continues to maintain an appropriate balance of knowledge, experience, professional expertise, independence and diversity in alignment with the Company's long-term strategy, evolving business environment and future leadership requirements.

 

In accordance with the Company's Articles of Association, at least one-third of the directors retire by rotation at each Annual General Meeting of Shareholders and are eligible for re-election. The Nomination and Remuneration Committee evaluates retiring directors and identifies qualified candidates for recommendation to the Board of Directors and shareholders, taking into consideration professional competence, leadership capability, integrity, independence, diversity and the future needs of the Company.

 

Other Mandates

The Company recognizes that members of the Board of Directors should devote sufficient time and attention to effectively discharge their fiduciary duties and responsibilities. Accordingly, the Nomination and Remuneration Committee (NRC) periodically reviews the external directorships held by directors as part of the nomination, re-appointment and succession planning process. The review takes into consideration each director's responsibilities, experience, professional commitments and ability to dedicate sufficient time to the effective oversight of the Company's business, corporate governance and long-term strategy.

 

The Company believes that directors may contribute valuable knowledge and experience gained through service on the boards of other organizations. Such external directorships can broaden directors' perspectives, strengthen strategic oversight and enhance the Board's collective expertise, provided that these commitments do not impair their ability to effectively perform their duties and responsibilities to the Company.

 

For transparency, the Company discloses the number of external directorships held by Independent Directors and Non-Executive Directors in publicly listed companies in accordance with the definition applied under the Corporate Sustainability Assessment (CSA). Executive Directors are excluded from this disclosure as they are not included in the CSA definition of Other Mandates.

 

Name	Board Classification	Number of Other Mandates	Other Public Company Directorships
1. Prof. Pirom Kamolratanakul, M.D., M.Sc	Independent*	0
2. Mr. Thapana Sirivadhanabhakdi	Non-Executive Directors	6	1. Sermsuk Public Company Limited 2. Univentures Public Company Limited 3. Thai Group Holdings Public Company Limited 4. SCG Chemicals Public Company Limited 5. The Siam Cement Public Company Limited 6. Amarin Corporations Public Company Limited
3. Mr. Tevin Vongvanich	Independent*	3	1. TISCO Financial Group Public Company Limited 2. Amata Corporation Public Company Limited 3. Indorama Ventures Public Company Limited
4. Ms. Potjanee Thanavaranit	Independent*	4	1. BKI Holdings Public Company Limited 2. Thai Reinsurance Public Company Limited 3. Bangkok Insurance Public Company Limited 4. Univentures Public Company Limited
5. Mr. Thirasakdi Nathikanchanalab	Non-Executive Directors	0
6. Mr. Prasert Maekwatana	Independent*	0
7. Police General Krisna Polananta	Independent*	0
8. Mr. Rungson Sriworasart	Independent*	3	1. Asset World Corp Public Company Limited 2. WP Energy Public Company Limited 3. Rabbit Holdings Public Company Limited
9. Associate Prof. Kamjorn Tatiyakavee, M.D.	Independent*	0
10. Associate Prof. Pimpana Srisawadi, DBA.	Independent*	0
11. Mr. Prapakon Thongtheppairot	Independent*	1	1. Asset World Corp Public Company Limited

Other Mandates refer to external directorships held in publicly listed companies and exclude positions in private companies, educational institutions, government organizations and non-profit organizations, in accordance with the definition applied under the Corporate Sustainability Assessment (CSA).

Name	Board Classification	Number of Other Mandates	Other Public Company Directorships
12. Mr. Aswin Techajareonvikul	Executive Director	0
13. Mr. Thapana Sirivadhanabhakdi	Executive Director	1	1. Thai Beverage Public Company Limited

 

The Board's composition, diversity, independence and succession planning are reviewed periodically by the Nomination and Remuneration Committee to ensure that the Board maintains the appropriate mix of knowledge, experience, professional expertise, diversity of perspectives and independent judgment required to effectively oversee the Company's strategy, corporate governance, sustainability priorities, enterprise risk management and long-term value creation.

 

 

Governance and Leadership Structure

 

Governance and Leadership Structure defines the governance framework through which the Board of Directors provides strategic oversight while executive management is responsible for implementing the Company's strategies and managing day-to-day operations. This governance model promotes accountability, transparency, effective decision-making and long-term sustainable value creation, while ensuring appropriate checks and balances between governance and management functions.

 

Governance Structure

BJC has established a governance structure that clearly defines the roles, responsibilities and reporting relationships among the Board of Directors, Board Committees, the Chief Executive Officer (CEO) and President, the Management Board and business units. This governance framework promotes accountability, transparency and effective oversight while ensuring that strategic direction, enterprise risk management, sustainability, compliance and operational execution are aligned throughout the Group.

 

To support the effective discharge of its responsibilities, the Board of Directors is supported by specialized Board Committees operating under Board-approved Charters with clearly defined roles and responsibilities. These committees strengthen oversight in their respective areas and regularly report their activities, recommendations and significant matters to the Board of Directors.

 

Leadership Structure

BJC maintains a clear separation between the roles of the Chairman of the Board of Directors and the Chief Executive Officer (CEO) and President to promote effective corporate governance, accountability and independent oversight of management. This governance structure ensures an appropriate balance of authority and responsibilities while preventing the concentration of decision-making power in a single individual.

 

As of 31 July 2026, Prof. Pirom Kamolratanakul, M.D., M.Sc. serves as Chairman of the Board of Directors, while Mrs. Thapanee Techajareonvikul serves as Chief Executive Officer (CEO) and President. The Chairman is an Independent Director, responsible for leading the Board, facilitating constructive discussions, ensuring that directors receive timely, accurate and sufficient information for informed decision-making, overseeing the effective discharge of the Board's governance responsibilities, promoting open communication among directors, and facilitating constructive engagement between the Board and management while maintaining the Board's independence.

 

The Chief Executive Officer (CEO) and President is responsible for leading the Management Board, implementing the strategies and policies approved by the Board of Directors, overseeing day-to-day business operations and driving the execution of the Company's strategy, business performance, enterprise risk management, compliance and sustainability initiatives.

Position	Current Office Holder	Primary Responsibility
Chairman of the Board	Prof. Pirom Kamolratanakul, M.D., M.Sc.	Leads the Board, provides independent oversight, oversees corporate governance and Board effectiveness
Chief Executive Officer (CEO) & President	Mrs. Thapanee Techajareonvikul	Leads executive management, implements Board-approved strategies and manages day-to-day operations

 

Following his retirement from the Board of Directors, Mr. Charoen Sirivadhanabhakdi was appointed Chairman Emeritus in recognition of his longstanding leadership and significant contributions to the Company's development. The Chairman Emeritus is not a member of the Board of Directors and does not possess voting rights or decision-making authority in relation to Board matters.

 

Delegation of Authority

While the Board of Directors retains ultimate responsibility for corporate governance, strategic direction, enterprise risk management, internal control, sustainability oversight and long-term value creation, day-to-day management of the Company's operations is delegated to the Chief Executive Officer (CEO) and President through the Management Board under a clearly defined governance framework and delegated authority structure.

 

The Management Board is responsible for implementing the Company's strategies, policies and annual business plans approved by the Board of Directors. It oversees operational performance, financial management, compliance, enterprise risk management and sustainability initiatives across all business units, while regularly reporting business performance and material issues to the Board of Directors.

 

Board Committees

To strengthen governance and enhance the effectiveness of Board oversight, the Board of Directors has established four specialized Board Committees, each operating under a Board-approved Charter with clearly defined duties and responsibilities.

Board Committees	Members	Meetings	Key Responsibilities
Audit Committee	3	6	Oversees financial reporting, internal control, internal audit, compliance and external audit
Nomination and Remuneration Committee	5	3	Oversees Board nomination, succession planning, Board diversity and executive remuneration
Risk Management Committee	3	4	Oversees enterprise risk management, emerging risks, business continuity and risk governance
Sustainable Development Committee	4	4	Oversees sustainability strategy, ESG performance, climate-related matters and stakeholder engagement

 

Management Accountability

The Management Board is responsible for implementing the Company's strategies, policies and annual business plans approved by the Board of Directors. It oversees operational performance, financial management, compliance, enterprise risk management and sustainability initiatives across all business units, and regularly reports business performance, progress against key sustainability objectives, ESG performance indicators, enterprise risk management, internal controls, compliance and other material matters to the Board of Directors. This reporting framework enables the Board to effectively monitor management performance, exercise independent oversight and ensure accountability throughout the organization.

 

 

Board Effectiveness

 

The Board of Directors is committed to continuously enhancing its effectiveness to ensure that it fulfills its governance responsibilities efficiently and creates sustainable long-term value for shareholders and stakeholders. The Board regularly reviews its performance, governance practices, composition, competencies and decision-making processes to ensure that it remains effective in overseeing the Company's strategy, enterprise risk management, sustainability priorities, internal control, compliance and overall business performance.

 

The Company promotes a culture of continuous improvement through regular Board performance evaluations, active director participation, continuous professional development and periodic governance reviews. These practices enable the Board to strengthen its oversight responsibilities while responding effectively to evolving business challenges, stakeholder expectations and internationally recognized corporate governance standards.

 

Board Meeting Attendance

The Board of Directors recognizes that active participation is fundamental to effective corporate governance and informed decision-making. Directors are expected to attend Board meetings regularly, review meeting materials in advance and actively contribute their knowledge, experience and independent judgment during Board deliberations.

 

During FY2025, the Board maintained a high level of participation with an overall meeting attendance rate of 97.30%, reflecting the directors' strong commitment to fulfilling their fiduciary duties and actively overseeing the Company's strategy, financial performance, enterprise risk management, sustainability initiatives and other significant business matters.

Board of Directors	Number of attendance (Times)
1. Prof. Pirom Kamolratanakul, M.D., M.Sc.	6 / 6
2. Mr. Thapana Sirivadhanabhakdi	5 / 5
3. Mr. Tevin Vongvanich	6 / 6
4. Ms. Potjanee Thanavaranit	6 / 6
5. Mr. Thirasakdi Nathikanchanalab	6 / 6
6. Mr. Prasert Maekwatana	6 / 6
7. Police General Krisna Polananta	6 / 6
8. Mr. Rungson Sriworasart	4 / 6
9. Associate Prof. Kamjorn Tatiyakavee, M.D.	6 / 6
10. Associate Prof. Pimpana Srisawadi, DBA	6 / 6
11. Mr. Aswin Techajareonvikul	6 / 6
12. Mrs. Thapanee Techajareonvikul	6 / 6
13. Mr. Prapakon Thongtheppairot	3 / 3

Attendance is calculated based on the number of Board meetings each director was eligible to attend during the reporting period.

 

Board Performance Evaluation

The Board of Directors conducts an annual performance evaluation to assess its effectiveness in fulfilling its governance responsibilities and to identify opportunities for continuous improvement. The evaluation enables the Board to assess its governance practices, strategic oversight, Board composition and overall effectiveness while strengthening accountability and enhancing long-term organizational performance.

 

The evaluation is conducted through a Board self-assessment based on the principles and recommended evaluation framework of the Stock Exchange of Thailand (SET), with appropriate modifications to reflect the Company's business operations, governance structure and responsibilities under the Board Charter.

 

The evaluation results are reviewed collectively by the Board of Directors and are used to identify governance enhancement opportunities, strengthen Board effectiveness and support the continuous improvement of the Company's corporate governance practices.

 

Board Self-Assessment

The Board periodically reviews and refines its evaluation framework to ensure that it remains aligned with the Company's evolving business environment, strategic priorities, emerging risks and governance responsibilities.

 

The Board's annual self-assessment covers the following key evaluation areas:

Evaluation Area	Description
Board Composition and Qualifications	Evaluates whether the Board possesses an appropriate size, independence, diversity, competencies and professional qualifications required for effective governance.
Board Meeting Effectiveness	Assesses meeting preparation, participation, quality of discussions, decision-making processes and management of conflicts of interest.
Roles and Responsibilities	Evaluates the Board's effectiveness in strategic oversight, corporate governance, enterprise risk management, internal control, financial oversight and sustainability governance.

 

Director Development

The Company recognizes that continuous professional development is essential to maintaining an effective Board capable of overseeing the Company's evolving business environment, emerging risks and sustainability priorities.

 

Newly appointed directors receive an orientation covering the Company's business operations, governance framework, strategic priorities, enterprise risk management, sustainability strategy, directors' duties and responsibilities, as well as other relevant information necessary for the effective discharge of their responsibilities.

 

The Company also encourages directors to participate in continuing education, seminars and professional development programs organized by recognized professional institutions, regulatory authorities and other relevant organizations. Training topics include corporate governance, sustainability, enterprise risk management, emerging regulations, digital transformation, cybersecurity and other matters relevant to the Company's business.

 

As of 31 December 2025, all 13 directors (100%) had completed professional director training programs organized by the Thai Institute of Directors Association (IOD), including programs such as the Director Certification Program (DCP), Director Accreditation Program (DAP), Audit Committee Program (ACP) and other relevant professional development courses.

 

Independent External Assessment

To further strengthen corporate governance and organizational effectiveness, the Company periodically engages independent third-party organizations to conduct external assessments of selected governance frameworks, management systems and key business processes.

 

These independent assessments provide objective recommendations to strengthen governance practices, improve management systems and enhance organizational effectiveness. The findings and recommendations are reviewed by the Board of Directors and management and, where appropriate, are incorporated into the Company's continuous improvement initiatives.

 

Continuous Improvement

The Board is committed to continuously strengthening its governance practices and overall effectiveness. The Board periodically reviews its governance structure, Board composition, committee structure, delegated authorities and Board evaluation outcomes to ensure that governance arrangements remain effective and aligned with the Company's strategic priorities, evolving business environment and long-term sustainable growth objectives.

 

Recommendations arising from Board evaluations, governance reviews and independent external assessments are considered by the Board and management and, where appropriate, incorporated into governance enhancement initiatives and action plans. Through this continuous improvement process, the Company reinforces its commitment to maintaining high standards of corporate governance, effective oversight and sustainable long-term value creation.

 

 

Executive Remuneration & Performance

 

Executive Remuneration Philosophy

BJC believes that executive remuneration is a key mechanism for promoting sustainable business growth, creating long-term value for shareholders and aligning executive performance with the Company's strategic objectives. The remuneration framework is designed to attract, retain and motivate qualified executives while encouraging responsible leadership, prudent risk management, ethical business conduct and sustainable value creation.

 

Executive remuneration comprises both fixed and performance-based components, which are linked to financial performance, strategic objectives, operational excellence, corporate governance and sustainability performance. This balanced remuneration approach reinforces accountability and encourages long-term decision-making in the best interests of the Company and its stakeholders.

 

Remuneration Governance

The Board of Directors has delegated responsibility for overseeing executive remuneration to the Nomination and Remuneration Committee (NRC). The NRC periodically reviews remuneration policies, compensation structures and performance criteria for directors, the Chief Executive Officer (CEO) and senior executives before submitting recommendations to the Board of Directors for approval.

 

The remuneration framework is reviewed periodically to ensure that it remains competitive, transparent, fair and aligned with the Company's long-term strategy, corporate governance principles, sustainability commitments and shareholder interests.

 

Executive remuneration is determined based on multiple factors, including:

• Financial performance

• Strategic execution

• Operational performance

• Enterprise risk management

• Leadership capability

• Sustainability performance

• Corporate governance

• Individual responsibilities and competencies

 

Executive Performance Evaluation

BJC recognizes that the Chief Executive Officer (CEO) and President plays a critical role in driving the Company's vision "to be a provider of integrated supply chain solutions in the region, providing top quality products and services that are involved in the everyday life of people", while creating value for shareholders and all stakeholders through sustainable business growth.

 

To uphold high standards of corporate governance, business ethics and accountability, the Company conducts an annual performance evaluation of the Chief Executive Officer (CEO) and President. The evaluation enables the Board of Directors to assess management performance, review strategic achievements, evaluate leadership effectiveness and identify opportunities for continuous improvement.

 

The performance evaluation also ensures that executive management remains accountable to the Board of Directors and aligned with shareholder interests while promoting long-term organizational success.

 

CEO Compensation Success Metrics

The Chief Executive Officer (CEO) and President's annual performance evaluation forms the basis for determining performance-based remuneration and other compensation components. The assessment is designed to ensure that executive remuneration is aligned with the Company's long-term strategy, sustainable value creation and shareholder interests.

 

The Board of Directors evaluates the CEO and President against a balanced set of financial and non-financial performance indicators covering nine key assessment areas, including policy and strategy management, strategy implementation, financial performance, business growth, enterprise risk management, sustainability management, leadership, corporate governance and personal attributes.

 

When assessing financial performance, the Board considers key business indicators including Return on Equity (ROE), business growth and other strategic financial metrics. ROE reflects the Company's effectiveness in generating value from shareholders' capital, while business growth is evaluated against relevant industry benchmarks published by recognized research organizations and financial institutions to assess the Company's competitive performance relative to industry peers.

 

In addition to financial performance, the evaluation framework incorporates non-financial success metrics, including enterprise risk management, corporate governance, leadership effectiveness and sustainability performance. Climate-related objectives, such as greenhouse gas emissions reduction, energy efficiency improvement and implementation of the Company's climate strategy, are also integrated into the performance assessment to reinforce executive accountability for long-term sustainable growth.

 

The results of the CEO performance assessment are reviewed by the Nomination and Remuneration Committee and submitted to the Board of Directors for consideration in determining performance-based remuneration and supporting continuous executive development.

 

CEO Performance Assessment Criteria

The Chief Executive Officer (CEO) and President is evaluated annually against nine key assessment areas, encompassing both financial and non-financial performance indicators to ensure balanced and comprehensive performance assessment.

Assessment Area	Description
Policy and Strategy Management	Leadership in formulating and implementing corporate strategies and policies
Strategy Implementation	Achievement of strategic business objectives and transformation initiatives
Financial Performance	Financial performance, profitability and capital efficiency
Business Growth	Sustainable business growth and market competitiveness
Enterprise Risk Management	Risk oversight, internal control and business resilience
Sustainability Management	ESG implementation and sustainability performance
Leadership	Organizational capability, people development and succession planning
Corporate Governance	Governance, ethics and compliance
Personal Attributes	Integrity, accountability and leadership behaviours

The assessment framework supports balanced decision-making while reinforcing accountability, sustainable value creation and long-term business success.

 

Financial Performance Assessment

In assessing executive performance, the Board also considers key financial indicators that reflect long-term value creation and business competitiveness.

 

These indicators include Return on Equity (ROE), business growth and other strategic financial metrics. Business growth is evaluated against relevant retail industry benchmarks obtained from recognized research organizations and financial institutions to assess the Company's competitive performance relative to industry peers.

 

These financial indicators encourage prudent capital allocation, sustainable business growth and long-term shareholder value creation while reinforcing executive accountability for financial performance.

 

Executive Remuneration Structure

Executive remuneration consists of fixed and performance-based components designed to reward sustainable business performance and encourage long-term value creation.

 

The remuneration framework includes:

• Base Salary

• Annual Performance Bonus

• Long-term Incentives

• Employee Stock Option Scheme (ESOP)

• Other Benefits

Performance-based remuneration incorporates both financial and non-financial indicators to encourage balanced decision-making and responsible leadership.

 

Executive Pay Ratio (2025)

In 2025, the mean and median annual remuneration, including bonuses and fringe benefits, of employees within the Company's core supply chains (Packaging Supply Chain, Consumer Supply Chain, Modern Retail and Business Partner Group) ranged between Baht XXX,XXX and Baht XXX,XXX per employee.

 

During the same period, the Chief Executive Officer's (CEO) annual remuneration was approximately XX to XX times the average employee remuneration. The increase in employee remuneration compared with the previous year reflected the Company's improved business performance and continued commitment to sustainable growth.

 

The Company periodically reviews executive remuneration to ensure that compensation appropriately reflects business performance, executive responsibilities, market competitiveness and long-term shareholder value creation.

 

Long-term Incentive Alignment

To align the interests of executives with those of shareholders and promote long-term organizational performance, BJC operates the BJC Employee Stock Option Scheme 2018 (BJC ESOP 2018 Scheme).

 

The ESOP Scheme provides long-term incentives for the Chief Executive Officer (CEO), senior executives and eligible employees while supporting talent retention and encouraging sustainable business growth.

 

The Company has established long-term shareholding guidelines for senior management as follows:

Long-term Incentive	Disclosure
Employee Stock Option Scheme	BJC ESOP 2018
CEO Shareholding Guideline	Minimum 6 times annual base salary by 2032
Executive Shareholding Guideline	Minimum 15 times annual base salary by 2032
Variable Compensation Performance Period	5 Years
CEO Time Vesting Period	5 Years
Deferred Short-term Incentive	0%

The long-term incentive framework encourages sustainable decision-making, responsible risk management and alignment between executive interests and long-term shareholder value.

 

Executive Share Ownership

To further align the interests of senior management with those of shareholders, the Company has established executive share ownership guidelines under the BJC Employee Stock Option Scheme (ESOP).

 

As of 31 December 2025, executive share ownership was as follows:

Position	Shareholding	Equivalent to Annual Base Salary
Chief Executive Officer (CEO) and President	None	0.00x
Executive Officers*	22,000 shares	X.XXx

*As of 31 December 2025, Mr. Vichien Rungwattanakit held 22,000 shares, equivalent to approximately X.XX times his annual base salary.

 

No new share options or share awards were granted to executives under the BJC ESOP 2018 Scheme during 2025.

 

The Company will continue to periodically review its long-term incentive framework and executive shareholding practices to ensure they remain aligned with the Company's business strategy, governance objectives and long-term shareholder value creation.

 

Climate-related Management Incentives

To support the implementation of BJC's 1+5 Sustainability Strategy and the Company's commitment to achieve Net Zero greenhouse gas emissions by 2050, climate-related performance indicators have been incorporated into the performance evaluation framework for management.

 

Climate-related Key Performance Indicators (KPIs) are cascaded from the Chief Executive Officer (CEO) to Executive Officers, business units, departments and relevant managers to ensure consistent implementation of the Company's climate strategy throughout the organization.

Management Level	Type of Incentive	Climate-related KPI
Chief Executive Officer (CEO)	Monetary	Climate strategy implementation and GHG emissions reduction
Executive Officers	Monetary	Business-specific emissions reduction and energy efficiency improvement
Managers	Monetary	Energy reduction and renewable energy implementation

The integration of climate-related KPIs into executive performance evaluation strengthens management accountability and reinforces the Company's commitment to sustainable business growth and long-term climate resilience.

 

Clawback Policy

BJC has established a Clawback Policy as a governance mechanism applicable to directors, executives and employees to reinforce accountability, integrity and responsible business conduct.

 

The policy has been established in accordance with the Public Limited Companies Act B.E. 2535 (1992), Section 85, and the Securities and Exchange Act B.E. 2551 (2008), Sections 89/7, 89/18, 89/19 and 281/2.

 

Under the Clawback Policy, the Company may reclaim remuneration already paid or reduce future incentive payments where misconduct, fraud, material non-compliance or actions causing damage to the Company are identified. In cases where an executive is dismissed due to misconduct, the Company may reclaim any unvested incentives or benefits in accordance with the established governance procedures.

 

The implementation of the policy is subject to review and approval by the appropriate governing bodies, reinforcing ethical leadership and strengthening confidence in the Company's executive remuneration framework.

 

Remuneration Oversight

The Nomination and Remuneration Committee periodically reviews the effectiveness of the executive remuneration framework to ensure continued alignment with the Company's strategic objectives, market practices, shareholder interests and sustainability priorities.

 

Recommendations relating to executive remuneration are submitted to the Board of Directors for consideration and approval. The Board regularly reviews remuneration outcomes to ensure that executive compensation appropriately reflects individual performance, corporate performance, long-term value creation and responsible business conduct.

 

Continuous Improvement

The Company periodically reviews its executive remuneration framework to reflect evolving business priorities, regulatory developments, market practices and stakeholder expectations.

 

BJC remains committed to continuously strengthening the linkage between executive remuneration, long-term corporate performance, enterprise risk management and sustainability outcomes. Through this approach, the Company reinforces responsible leadership, promotes sustainable business growth and supports long-term value creation for shareholders and all stakeholders.