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Governance, Risk Management and Compliance

Global Power Synergy Public Company Limited (GPSC) always adheres to the good governance principles as a framework for strategic planning and operations across all economic, social and environmental dimensions, and creating value-added business with all stakeholders to become a global leading power company in innovation and sustainability.

Good Corporate Governance

GRI 103-2

The corporate governance management approaches of the company are as follows:

Strategy

Adhering to good corporate governance policies.

Process
  • Charter of the Board of Directors and Charter of 4 sub-committees: Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, Risk Management Committee and Corporate Governance Committee.
  • Principles of good corporate governance for listed companies in 2017 (Corporate Governance Code).
  • Screening and approving policies, as well as operating practices for sustainability management by the Good Corporate Governance Committee.
  • Analysis of areas of knowledge, expertise and potential development of the Board of Directors.
  • Evaluation of the Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute of Directors Association.
Storing and Reporting of Performance
  • Using a system for collecting and reporting information in an information system, such as reports of the meetings of the Board of Directors and crucial information regarding company directors.
  • Utilization of an information reporting system on the company, shareholders and directors according to the regulations and requirements of the Securities and Exchange Commission (SEC), as well as the Stock Exchange of Thailand (SET).
GRI 102-19
Corporate Governance

The current structure of the Board of Directors consists of the Board of Directors and 4 sub-committees, including the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, and the Corporate Governance Committee. The Company has established the scope, authority, duties, and responsibilities of the Board of Directors, along with the Charter of the Four Sub-Committees with a focus on creating benefits and managing sustainability for all stakeholders covering in all economic, social, and environmental dimensions while conducting business fairly, transparently, and auditable. The Company's Corporate Governance Committee sets the company's policies and guidelines for good corporate governance, as well as regular reviews of the Company's good corporate governance principles in comparison with international practices and overseeing the performance of directors. In order to comply with the good corporate governance principles of various regulatory institutions, the Board of Directors has established a good corporate governance policy and has designated personnel at all levels as a guideline for their operations.

Corporate Governance Code for Listed Companies 2017

The Board of Directors has supervised the Company by implementing the Principles of Good Corporate Governance Principles for Listed Companies in 2017 (CG Code) of the Securities and Exchange Commission (SEC). According to the joint assessment of the Board of Directors and the Management Committee, the Company found that its business operation is comply with the 8 principles of good corporate governance for listed companies in 2017. Therefore, the Company will review such operations annually to ensure that the Company operates in a balanced manner to contribute to the sustainability of the business.

GRI 102-18, 102-22
Composition of the Board of Directors

The Company has a one-tier system board structure. The Board of Directors has established the nomination criteria, considering the diversity in the selection process, including skills, experience, gender, age, competence, and specific characteristics necessary for achieving the objectives and culture of the organization by establishing the Board Skills Matrix. Moreover, at least 1 - 2 independent non-executive directors must have experience in electricity, utilities, as well as related businesses.

(More details of the Board of Directors' structure can be obtained at and the qualifications of independent directors can be obtained More at)

GRI 102-24
Nomination and Appointment of the Board of Directors

The Board of Directors has appointed the Nomination and Remuneration Committee to nominate and scrutinize appropriate persons to be appointed as directors of the Company based on proposals of major and minor shareholders, including the list of directors and Directors' Pool of trusted entities, which are databases of directors who have compiled a list of qualified persons in various fields, and then the Nomination and Remuneration Committee will consider the qualifications of directors on various issues in accordance with the criteria set by the Company and present them to the Board of Directors' meeting and the AGM for further approval.

In the nomination of directors, the Board of Directors has established the criteria for nomination with a focus on transparency, considering the diversity of director qualifications, in terms of independence, knowledge, skills, experience, expertise, and diversity are deliberately included in the nomination process to promote and leverage the diversity of our board of director in terms of gender, race, nationality, religion, age, cultural background, or other differences, as the Company values its views, participation, and non-discrimination. The Board of Directors has established the table of board's knowledge and expertise elements (Board Skills Matrix) to ensure that the composition of the board as a whole is appropriate and complete as necessary to achieve the main objectives and goals of the organization, able to meet the needs of stakeholders. As a result, the composition of the current committee complies with international laws and principles of good corporate governance as the detail below.

GRI 2-17
Director Development

In addition to recruiting qualified persons in various fields to serve as directors, GPSC continues to focus on improving the skills and knowledge of its Directors. In 2022, GPSC’s directors participated in the following training courses to develop their competence and knowledge.

Course Training Institute Number of Directors Participating
Director Leadership Certification Program (DLCP 4/2022) Thai Institute of Directors Association 1
Advanced Audit Committee Program (AACP 43/2022) Thai Institute of Directors Association 1
Advanced Audit Committee Program (AACP 44/2022) Thai Institute of Directors Association 1
Financial Reporting Cases: A Monitoring Guide for Board (RFP 6/2022) Thai Institute of Directors Association 2
Financial Reporting Cases: A Monitoring Guide for Board (RFP 7/2022) Thai Institute of Directors Association 1
Outbound Investment (Online) (RFP 8/2022) Thai Institute of Directors Association 1
Board Nomination & Compensation Program (BNCP 14/2022) Thai Institute of Directors Association 1
Director Accreditation Program (DAP 196/2022) Thai Institute of Directors Association 1
Financial Statements for Directors (FSD 45/2022) Thai Institute of Directors Association 2
Risk Management Program for Corporate Leaders (RCL 28/2022) Thai Institute of Directors Association 1
Board skills and expertise
Click to Enlarge

(GPSC's Board Skill Matrix, as of December 31, 2022)

Name-Surname Director Pool Skill / Expertise
Core Skills Specific Skills
Policy Development Business Judgment Strategic Planning Finance& Accounting Internal Audit Law Corporate Governance & CSR Risk Management & Internal Control HR & Organization Development  Power Industry Expertise International Business Innovation Management
1. Mr. Pailin Chuchottaworn / / / / / / / / / / / / /
2. Mr. Kurujit Nakornthap / / / / /   / / / / / /  
3. Gen. Santipong Thampiya   /   /   / / / / / /   /
4. Mrs. Nicha Hiranburana Thuvatham   /   /   /   / / /      
5. Mr. Chalermphol Pensoot   / / / /   / /   /      
6. Mr. Somchai Meesen   / / /       /   / /    
7. Mr. Noppadol Pinsupa   / / / /     / / / /   /
8. Mr. Wuttikorn Stithit   / / / /       / / /    
9. Mr. Kongkrapan Intarajang   / / / /     / / / / / /
10. Mr. Lavaron Sangsnit   / / / /     / / /      
11. M.L. Peekthong Thongyai   / / / /     / / /   / /
12. Miss Pannalin Mahawongtikul / / / / /     / / / / / /
13. Mr. Bandhit Thamprajamchit   / / /       / / / /   /
14. Mr. Worawat Pitayasiri   / / / /       / / / / /
3 14 12 14 10 3 4 12 12 14 10 6 8  

Remark: *Expertise in the electrical industry, which complies with the Global Industry Classification Standard (GICS) in the electrical industry business category.

Industrial experience of GPSC’s Directors as of December 31, 2022
Name Surname Position Work Experience
1. Mr. Pailin Chuchottaworn		 Chairman of the Board / Independent Director (Non-Executive Director) Mr. Pailin Chuchottaworn is a Chairman of the Board and independent director of GPSC Group since 2019. He has background in chemical engineering (Ph.D.) with more than 30 years working experienced with roles of being director, executive, advisor, expert in variety of industry sectors including utility, power, oil & gas, petrochemical, transportation, research & academic and governmental institutions. Mr. Pailin previously held the position as Chief Executive Officer of PTT Public Company Limited. Thus, he deeply understands on the insight of the business and strategic operations in the industry. Additionally, he also receives regular capacity building and training to continuously update and elevate his competency and skills on the critical issues such as director certification program, finance for non-finance directors program, certificate in Top Executives in the Energy Education Program from Thailand Energy Academy, etc.
2. Mr. Kurujit Nakornthap		 Independent Director / Chairman of the Corporate Governance Committee / Member of the Audit Committee (Non-Executive Director) Mr. Kurujit Nakornthap received Ph.D. in Petroleum Engineering. He is an Independent Director, Chairman of the Corporate Governance Committee, and Member of the Audit Committee of GPSC Group since 2017. Before joining GPSC Group, Mr. Kurujit worked in the energy and utility sectors for a number of years. In particular, he worked for Electricity Generating Authority of Thailand as a Director and Chairman of the Board in 2011, switched to Ministry of Energy as General Director of Department of Mineral Fuels in 2014, and joined the National Reform Steering Assembly as Chairman of Energy Affairs Committee in 2015. In addition, he has received several trainings related to financials, energy and utilities, such as the Top Executives in the Energy Education Program from Thailand Energy Academy, Senior Executive Program from London Business School and Money Laundering Seminar.
3. Gen. Santipong Thampiya		 Independent Director / Chairman of the Nomination and Remuneration Committee (Non-Executive Director) Gen. Santipong Thampiya has been an Independent Director and the Chairman of the Nomination and Remuneration Committee of GPSC Group since 2022. He received a Bachelor of Science and a Master of Public Administration and retired from the Royal Thai Army as the Chief of Staff.
4. Mrs. Nicha Hiranburana Thuvatham		 Independent Director / Member of the Corporate Governance Committee (Non-Executive Director) Mrs. Nicha Hiranburana Thuvatham is an Independent Director and Member of the Corporate Governance Committee of GPSC Group since 2018. She has more than 10 years' experience in government sector. She previously held position as an advisor to the Prime Minister on social, Secretariat of the Prime Minister. Currently, she holds position as Deputy Secretary-General to the Prime Minister for administrative affairs. She is a key person who oversee and ensure good corporate governance and business transparency across the company.
5. Mr. Chalermphol Pensoot		 Independent Director / Chairman of the Audit Committee (Non-Executive Director) Mr. Chalermphol Pensoot has been an Independent Director and the Chairman of the Audit Committee of GPSC Group since 2022. He holds a Bachelor of Laws and a Master of Business Administration (Marketing) and is currently the Director of the Budget Bureau.
6. Mr. Somchai Meesen		 Independent Director / Member of the Corporate Governance and Sustainability Committee/ Member of the Audit Committee (Non-Executive Director) Mr. Somchai Meesen has been an Independent Director and member of the Corporate Governance and Sustainability Committee of GPSC Group since 2020 and a member of the Audit Committee since 2022. He brings a fresh perspective on IT to the Board as he was the Director of Spring News and the Managing Director of Thansettakij Multimedia. His insights into the real estate business from his time at Aquarius Estate Company Limited in 2018 are also beneficial to GPSC Group in determining and implementing strategies.
7. Mr. Wuttikorn Stithit		 Director (Non-Executive Director) Mr. Wuttikorn Stithit is a Director of GPSC Group since 2019. He also currently holds a Senior Executive Vice President position of Gas Business Unit, PTT Public Company Limited. Mr. Wuttikorn has vast experience in an energy sector, as he was an Executive Vice President, Natural Gas Supply & Trading, PTT Public Company Limited and Executive Vice President, Natural Gas Distribution, PTT Public Company Limited before joining GPSC Group.
8. M.L. Peekthong Thongyai		 Director (Non-Executive Director) M.L. Peekthong Thongyai has been a Director of GPSC Group since 2022. At present, he is the Senior Executive Vice President of Gas Business Unit, PTT Public Company Limited. He holds a Bachelor of Science in Petroleum Engineering and a Master of Business Administration (Finance).
9. Miss Pannalin Mahawongtikul		 Director (Non-Executive Director) Miss Pannalin Mahawongtikul has been a Director of GPSC Group since 2022 and is currently the Chief Financial Officer of PTT Public Company Limited. She holds a Bachelor of Science in Accounting and a Master of Business Administration.
10. Mr. Kongkrapan Intarajang		 Director / Member of the Risk Management Committee (Non-Executive Director) Mr. Kongkrapan Intarajang is a Director and Member of the Risk Management Committee of GPSC Group Since 2017. His educational background was a chemical engineering, Ph.D. from University of Houston and electrical engineering, B.S. from Chulalongkorn University. Mr. Kongkrapan has responsibility for GPSC risk management as he has insights on from being a Director of the Risk Management Committee and Chief Executive Officer at PTT Global Chemical Public Company Limited. In addition, Mr. Kongkrapan brings international perspective to the board, as he was a director of PTTGC international Private Limited. He received several trainings related to energy and utilities including the Executive Program in Energy Literacy for a Sustainable Future, Thailand Energy Academy.
11. Mr.Pakorn Apaphant		 Independent Director / Member of the Risk Management (Non-Executive Director) Mr. Pakorn Apaphant is an Independent Director of GPSC Group, appointed in April 2, 2021. Mr. Pakorn brings the utilities and information technology knowledge into the GPSC board from his previous positions. He was a director at Electricity Generating Authority of Thailand (EGAT), and an executive director at Geo-informatics and Space Technology Development Agency. Mr Pakorn hold a PhD in Civil Engineer from Purdue University, Indiana, USA. He is a key person who oversee risk management to ensure an effectiveness of risk management process across GPSC Group.
12. Mr.Noppadol Pinsupa		 Director / Member of the Nomination and Remuneration Committee / Chairman of the Risk Management Committee (Non-Executive Director) Mr. Noppadol Pinsupa is a Director, member of the Nomination and Remuneration Committee, and Chairman of the Risk Management Committee. He hold a master's degree and bachelor's degree in Engineer from Chulalongkorn University. He joined the GPSC board in 2021. His recent work experience had been in the field of utilities, energy, and information technology, making Mr. Noppadol a valuable person to the GPSC board. He brings a wide experience ranging from risk management to finance, from anti-corruption to business management, and from leadership to sustainability.
13. Mr.Lavaron Sangsnit		 Director / Member of the Corporate Governance Committee (Non-Executive Director) Mr. Lavaron Sangsnit is a Director of the Corporate Governance Committee. He joined GPSC in 2021. Mr. Lavaron brings a unique perspective into the GPSC board as he has experience in the Thai government, specifically Excise Department (2020 - present) and Ministry of Finance (2016-2018). Mr. Lavaron expertise lies in finance with more than 25 years of experience. His education backgroud is a master's degree in Economic Policy and Planning from Northeastern University, USA, and a Bachelor degree in Economic from Chulalongkorn University.
14. Mr. Worawat Pitayasiri		 Director / Secretary to the Board / Member of the Risk Management Committee / President and Chief Executive Officer (Executive Director) Mr. Worawat Pitayasiri is a Director, Secretary to the Board, Member of the Risk Management Committee and President and Chief Executive Officer of GPSC Group since 2020. He also holds a position as a director of many utility organizations, such as Xayaburi Power Company, Ratchaburi Power Company and Glow Group. Previously, Mr. Worawat brings strong industrial and utility insights to the board, as he was a President at PTT MCC Biochem Company Limited, Executive Vice President, Downstream Business Group Collaboration at PTT Public Company Limited, and Executive Vice President, Downstream Business Group Planning at PTT Public Company Limited. He brings more than 20 years of in-depth experiences and operational insight that can strategically apply across the group effectively.
Performance evaluation of the Board of Directors by independent assessment

In 2021, the Company considered assigning Kincentric (Thailand) Co., Ltd., an independent external assessor. Conduct a performance evaluation of the Board of Directors with a total of 3 assessments, including the Board of Directors Assessment Form, the Individual Directors Assessment Form (Self-Assessment and other Directors), and the Assessment Form of the Four Sub-Committees (Faculty-by-Committee), which the Directors have evaluated all 15 members. Summary of performance evaluation of the Board of Directors and sub-committees is as follows:

Result of Performance Evaluation of the Board of Directors Average Score (%) 2021
Type 1 : Results of the evaluation of the entire board of directors 91.39 %
Type 2 : Individual Director Evaluation Results  
1. Self-assessment results 94.12 %
2. Cross evaluation results 94.65 %
Type 3 : Results of the Evaluation of the Sub-Committee  
1. Audit Committee 99.15 %
2. Nomination and Remuneration Committee 85.83 %
3. Corporate Governance Committee 97.27 %
4. Risk Management Committee 96.00 %
GRI 102-36

Global Power Synergy Public Company Limited (GPSC Group) has established guidelines for the President and Chief Executive Officer to determine appropriate remuneration that reflects the success of organizations and individuals. The Board of Directors, in accordance with the recommendations of the Nomination and Remuneration Committee, conducts performance evaluations and determines the remuneration of the President and Chief Executive Officer. By using the performance evaluation criteria set in conjunction with the self-assessment of the President and Chief Executive Officer.

  1. Performance related to key performance indicators (KPIs) in the short term covers the following indicators:
    • a. Financial returns (e.g. operating income, earnings before interest, taxes, depreciation and amortization (EBITDA), net profit, return on assets (ROA), return on equity (ROE), and return on invested capital(ROIC))
    • b. Relative financial indicators compared to companies in the same industry (e.g. return on assets (ROA), return on equity (ROE), and return on invested capital(ROIC))
    • c. Other non-financial indicators (e.g. customer perspective, internal business process view, and learning and growth perspective)
  2. Performance aimed at building the company's long-term performance and management capabilities and leadership capabilities that will affect the company's long-term sustainability.

The success of these KPIs reflects short- term and long-term returns for the Chief Executive Officer and management. There is a transparent and reasonable process for determining compensation. Short-term compensation consists of salaries, bonuses, and other benefits, long-term compensation (e.g. long-term performance bonuses, etc.) will be given to chief executive officers and executives over a period of 4 years.

Performance and key performance indicators of CEO and executives

The Company evaluates the performance of chief executive officers, executives, and employees annually using the Core Performance Indicators of the Organization (KPI). Performance is evaluated based on: Creative Initiatives (70%) which supports corporate KPIs and special assignments and core behaviors (30%) which is evaluated according to the behavior of ACT SPIRIT

Long-term remuneration (remuneration linked to the share price, proportional to the duration of the share and the intermittent performance for variable remuneration) and provisions of recall

Global Power Synergy Public Company Limited (GPSC Group) Longest operating performance 1 Year in the variable remuneration assessment of the President and Chief Executive Officer While the maximum entitlement period is 4 years, the company has a clawback provision, the GPSC group cites the clawback provision under Section 85. of the Public Limited Companies Act B.E. 2535 ("Public Companies Act") and Section 89/7 of the Securities and Exchange Act B.E. 2551 (2008), which requires directors and executives to perform their duties responsibly in accordance with the law, objectives and regulations of the Company. In the event that any director or executive does not act in any way or fail to comply with the law, objectives and regulations of the Company and that caused any damage to the Company, the Company will claim for damages from such directors or executives and they may receive civil and/or criminal penalties under the law.

To drive and promote personal ownership as part of the behavior that the organization needs. The President and Chief Executive Officer encouraged the Company's employees, especially senior executives, to voluntarily hold the Company shares in order to build long-term commitment and trust from our investors. However, all must strictly comply with the regulations set out by the Securities and Exchange Commission. To prevent trading using insider data or unethical conduct. For more information on the number of shares held by the Chief Executive Officer and President, including executive members, please refer to the following:

Chief Executive Officer and President (as of Dec, 2021)
Position Multiple of base salary
Chief Executive Officer and President 0
Executive (Average) 0.28
Privacy Notice
Privacy Protection Management

GPSC has embedded privacy policy in group-wide risk and compliance management. In terms of risk management integration, GPSC Risk Management Policy regulates that risk assessment must take privacy policy compliance into account. In so doing, we have included the issues of customer data protection as one of the enterprise risk factors. In terms of compliance management integration, GPSC PDPA Management Guideline aims at preventing damages from the risk of non-compliance with applicable laws and regulations. GPSC Group Corporate Governance Manual and Code of Conduct states that the board of directors shall establish an information security system, including appropriate policies and procedures, to protect confidentiality, integrity, and availability of business information, including market sensitive information. The board of directors shall also monitor the adherence to confidentiality requirements by directors, executives, employees, and related outsiders (e.g., legal and financial advisers). In addition, we have applied the privacy policy to Customer Relationship Management where customer personal data is protected and complied with the Personal Data Protection Act B.E. 2562

Other Privacy Policy Risk/Compliance Management Documents:
  • Risk Management Policy https://www.gpscgroup.com/en/downloads/policy/risk-management-policy
  • PDPA Management Guideline
  • Group Corporate Governance Manual and Code of Conduct https://www.gpscgroup.com/Uploads/elFinder/cg/attachment.pdf
Data Subject Request
Disciplinary Actions

GPSC requires that all employees must comply with corporate rules, guideline and practices in regards to privacy protection. In case of privacy breach where GPSC has zero tolerance, employee who violate privacy practices shall be subjected to disciplinary actions, according to GPSC and national regulations. Specifically, Human Resource Rules (chapter 5 and 6, item 2.13 in the investigation report form) prescribes that all employees must keep confidentiality of information, technology, knowledge, or any other sensitive information of the company. Any actions that violate or do not comply with the rules & regulations will follow into investigation process and receive disciplinary consideration in accordance with regulations. Similarly, GPSC’s Regulations on Information and Communication Technology Policy Standard Practice and GPSC Group Corporate Governance Manual and Code of Conduct also require that all GPSC employees who do not comply with privacy practices shall be subjected to disciplinary actions.

Disciplinary Actions-Related Document:
  • PDPA Management Guideline
  • Human Resource Rules
  • Regulations on Information and Communication Technology Policy Standard Practice
  • Group Corporate Governance Manual and Code of Conduct https://www.gpscgroup.com/Uploads/elFinder/cg/attachment.pdf
Incident Management
Privacy Policy Audit
Privacy Policy Internal Audit

Annually, GPSC conducts an internal audit on privacy policy compliance. The internal audit examined corporate-wide compliance with Personal Data Protection Act B.E. 2562, on four different aspects: Protection, Data Collection, Data Disclosure, and Data Rights. The results showed that the entire GPSC operations complied with Personal Data Protection Act B.E. 2562.

Compliance Procurement Commercial HR QSHE Goverment
Relations		 Investor
Relations		 Company
Secretary
Protection
Data Collection
Data Disclosure
Data Rights DPA
In Progress		 DPA
In Progress
Privacy Policy Internal Audit-Related Document
  • Internal Audit Results
Privacy Policy External Audit

In accordance with the Personal Data Protection Act B.E. 2562, GPSC plans to conduct a third party assessment to verify our privacy policy compliance. We have come to conclusion that in the years to come, GPSC, together with third party, conduct a study on business activities that prone to privacy policy violation. The results of the study will inform GPSC on ways to improvement and will be integrated into training session for all employees.

Preference Management
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Updated as of February 2022

The content above is based on sustainability reporting standards by The Global Reporting Initiative (GRI Standards) and externally validated and verified for accuracy of the reporting data at "Limited Assurance" level.

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