Corporate Governance and Business Conduct Targets
| Achieve a CGR rating of 4 Stars for listed Thai companies within 2029 |
| Increase human capital productivity to generate 20% more revenue per person by 2029 compared to the 2025 baseline |
| No material warnings or audit findings from regulatory authorities |
| No violations related to conflict of interest prevention among directors, executives, or company employees |
| No disputes with the company’s business competitors |
| No employee complaints regarding violations of the company’s business ethics and anti-corruption policies |
| No violations related to securities trading using the company’s inside information by directors, executives, or related employees |
The Board of Directors recognizes the importance of good corporate governance and conducting business ethically,respecting rights, and being responsible towards society, the environment, and various stakeholders. An efficient,transparent, and auditable management system helps build trust and confidence among all relevant parties. Therefore,the Company has adopted the principles of good corporate governance for listed companies (Good CorporateGovernance) 2017, as prescribed by the Stock Exchange of Thailand, as a guideline to ensure that the Company’s business operations have a sound management system and create competitive capabilities, which will lead to theCompany’s sustainable growth. Furthermore, the Board of Directors believes that adherence to the principles of goodgovernance, ethics, and morality in business operations will enhance long-term value for the enterprise.
| Directors | Number (persons) | Percent (%) |
| Total directors | 8 | 100.00 |
| Male directors | 6 | 75.00 |
| Female directors | 2 | 25.00 |
| Executive directors | 2 | 25.00 |
| Non-executive directors 6 75.0 | 6 | 75.00 |
| Independent directors | 5 | 62.50 |
| Non-executive directors who have no position in independent directors | 1 | 12.5 |
Policy on diversity in the structure of the Board
The Board of Directors prioritizes Board Diversity by establishing guidelines for directors to possess diverse knowledge,abilities, and experiences, encompassing education, professional background, and specialized expertise relevant to thecompany’s business, in order to effectively support strategy formulation and corporate governance. The company has prepared a Board Skill Matrix to be used as a tool for considering the suitability of the board’scomposition to cover the necessary skills for business operations. The company considers equality and does not limit diversity in terms of gender, age, race, nationality, religion, or origin, prioritizing qualifications, knowledge, and experience. Currently, the Board of Directors comprises diverse individuals, which helps foster comprehensive perspectives and enhances the effectiveness of governance and driving the organization towards sustainable growth
Pro Inside Public Company Limited (“the Company”) places importance on and adheres to transparent and ethical business management and operations, as well as being responsible to stakeholders, considering society and the environment, under the principles of good corporate governance. The Company has therefore established a Code of Conduct to serve as a guideline for correct conduct in business operations. All relevant personnel of the Company, including directors, executives, employees, temporary staff, and representatives of the Company, must strictly adhere to it, as well as the criteria, requirements, and regulations of relevant government agencies, and respect local customs,traditions, and good culture. They must also report complaints and provide information when observing violations or non-compliance with the law. This Code of Conduct reflects the Company’s values and intentions in operating with integrity, considering its duties and responsibilities towards society, laws, and ethics, responsibility towards shareholders, relationships with business partners and competitors, responsibility towards employees, and responsibility towards the environment. In the past year, 100% of the Company’s directors, executives, and employees received full communication and enhanced understanding of corporate governance principles and the Code of Conduct. Training is provided to employees annually, and the business ethics policy was delivered to 100% of all new directors. Additionally, compliance with the business ethics, such as the use of inside information, conflicts of interest, vested interests, and reporting of securities holdings, is regularly communicated at Board of Directors’ meetings
The Company places importance on conducting business with honesty, integrity, transparency, and in accordance with good corporate governance principles. Recognizing that anti-corruption is a crucial factor in building trust among all stakeholders, the Company has therefore established clear anti-corruption policies and guidelines, covering directors, executives, and employees at all levels, to serve as a framework for ethical operations and decision-making. The key guidelines are as follows: