Good Corporate Governance

At SHR, we believe good business starts with doing the right thing. That means being transparent, acting fairly, and making sure every decision can stand up to scrutiny. We've built a clear management structure that separates the roles of our Board of Directors and executive team — so accountability isn't just a principle, it's built into how we operate. 

Our Board is made up of qualified professionals who meet all relevant legal standards. We're convinced that strong governance doesn't just build credibility — it sharpens our competitive edge and deepens trust with everyone we work with. 

You can find more detail in our Annual Report (Form 56-1 One Report) and Sustainability Report. 

Business Opportunities & Risk 

Good governance isn't just about compliance — it's what allows us to make smarter decisions, earn the trust of our stakeholders, and stay ahead of the risks that matter most, including those tied to climate change. 

We know that when governance or risk oversight falls short, it can shake confidence, damage reputation, and leave us less prepared for what's coming. That's why we take this seriously — not just as a requirement, but as a genuine commitment to long-term resilience. 

Corporate Governance 

We take our responsibilities to shareholders and stakeholders seriously. That means treating everyone equitably, being upfront with information, and holding ourselves to the highest standards of governance. Our Board is focused on accountability — because we believe that's how you build lasting trust. 

To put this into practice, we've established a Corporate Governance Policy that clearly defines the structure, roles, and responsibilities of the Board, alongside transparent and auditable management practices. This policy aligns with the 2017 Corporate Governance Code for Listed Companies (CG Code) issued by the SEC — and it's designed to help our directors, executives, and employees truly understand what good governance means in action. 

Target

What We Achieved

• Receive an "Excellent" (5-star) rating  in the Corporate Governance Report  (CGR) of Thai Listed Companies  • Zero incidents of fraud or corruption  • 100% of employees complete ethics  training and assessment

• "Excellent" (5-star) CGR rating — for the 5th consecutive year • Certified member of the Thai Private Sector Collective Action Against Corruption (CAC) • 100% of employees trained on the Code of Conduct and anti-corruption • 100% of suppliers have acknowledged and committed to our Supplier Code of Conduct, covering ESG aspects • Annual fraud and corruption risk assessment completed • 100% of Board members and employees received anti-corruption communications

Code of Conduct 

Integrity, ethics, and professionalism aren't just words on a page for us — they're how we show up every day. Our Business Code of Conduct applies to everyone: directors, executives, employees, and relevant stakeholders alike. 

We want every person in our organisation to be a genuine ambassador for responsible business. That means upholding ethical standards, protecting our reputation, and caring about our impact on people and the planet. 

We've set out clear principles to guide decision-making at every level. Everyone is expected to know, understand, and live by our Code of Conduct — because consistency and accountability are how trust is built. 

Anti-Fraud & Corruption 

We're committed to running a clean, transparent business — in every country we operate, across every entity in our group. Our Anti-Fraud and Corruption Policy sets the standard, and we hold ourselves to it without exception. 

We're building a culture where doing the right thing is the norm. That means actively encouraging our directors, executives, and employees to play their part in preventing fraud, bribery, and corruption in all its forms. 

We back this up with strong internal controls that help us spot and manage corruption risks before they become problems. Any activity with potential corruption exposure gets careful scrutiny — handled with full transparency and in line with our ethical standards. 

Whistleblowing 

We believe every voice matters. That's why we've created safe, accessible channels for both our people and external stakeholders to raise concerns — whether it's about misconduct, human rights issues, unlawful actions, or unethical behaviour involving anyone in our organisation. 

Every report is handled with care, fairness, and strict confidentiality. We protect the identity of anyone who speaks up, and we make sure that those who raise concerns in good faith are never penalised for doing so. 

This isn't just a complaints channel — it's one of the ways we keep improving. Because we genuinely believe that listening to every voice is at the heart of real governance. 

Risk Management 

Sustainability isn't something we manage separately — it's woven into how we think about risk across the entire organisation. Our Board and senior leadership oversee sustainability-related risks and opportunities as a core part of our overall governance framework. 

Our Enterprise Risk Management (ERM) framework covers ESG risks alongside strategic, operational, and financial ones. The risks we watch most closely include climate change, natural disasters, resource scarcity, regulatory shifts, labour and human rights issues, and reputational exposure. These are reviewed regularly and tracked in our corporate risk register. 

Our Business Continuity Management (BCM) framework makes sure we're ready when the unexpected happens — whether that's extreme weather, a pandemic, utility 

disruptions, or supply chain shocks. We test and update our plans regularly, so operations stay on track and everyone we're responsible for stays protected. 

By embedding sustainability into both ERM and BCM, we're not just managing risk — we're building an organisation that's genuinely ready for the long term. 

More information on governance and risk management is available in SHR's Annual Report