Page 90 - annual report AUCT 2025_Eng

Business Operation and Operating Results Corporate Governance Financial Statements Attachments
Material changes and developments regarding corporate
governance system in the preceding year
The Board of Directors specified that the policies must be reviewed at least once a year for efficient
operations and in conformity with the governance principles as follows:
1. In November and December 2025, the policies which have been reviewed by the Board of
Directors included business ethics, corporate governance policy, anti-corruption policy, charter of the Board
of Directors and charters of all sub-committees, as well as the vision, mission and core values of the
Company. The directors can take this opportunity to review various policies and practices at the same
time.
2. The Company has been recognized with a score of 97 points as 5 stars or “Excellent” level from
assessment under 2025 Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute
of Directors and has received 100 scores from assessment of Quality on Arrangement of Annual General
Meeting of Shareholders by the Thai Investors Association.
The Company has applied the Corporate Governance Code for Listed Companies 2017 in all aspects.
The remaining matters that have not yet been processed are as follows:
1. The chairman of the board is not an independent director: This is because the number of shares
that related persons of the Chairman held exceeds the number specified in the qualifications of the
independent director. The chairman of the board does not hold any shares in the company. The Company’s
business has specific characteristics, so it is needed to have the proficient and experienced leaders who
can guide and develop the organization. However, the Chairman of the Board of Directors is fully qualified
to be the chairman of the board, has performed duties independently, and did not intervene the operations
of the management in any way.
2. Holding the independent director position more than 9 years: Due to unique characteristics of
the Company’s business, so it required specific expertise and experiences of the directors. The Board of
Directors considers that such independent director is knowledgeable and competence; possesses expertise
and experiences beneficial to the Company, fully qualified pursuant to the criteria and she can express her
opinion independently. This matter was already obtained approval from the 2023 Annual General Meeting
of Shareholders to consider and approve the election of the independent director who holds office more
than 9 years to resume position for another term.
90
Annual Registration Statement / Annual Report 2025
(Form 56-1 One Report)