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Governance and Compliance Governance and Compliance

Governance and Compliance

Commitment, Challenge and Opportunity

CH. Karnchang and its Board of Directors recognize the critical role of corporate governance in fostering sustainable and responsible business practices. The company has incorporated corporate governance policies and management frameworks into the Board’s strategic oversight and fiduciary responsibilities. Additionally, comprehensive policies and operational guidelines have been established to ensure effective governance aligned with sustainable development principles.

Supporting the SDGs Goals

Goal 12:
Responsible Consumption and Production
Goal 16:
Peace, Justice and Strong Institutions

Stakeholders Directly Impacted

Shareholders, investors, and analysts
Robust corporate governance enhances corporate credibility and fosters investor confidence by ensuring transparency in business operations.
Business Partners and Contractors
Through the implementation of robust corporate governance practices, the company strengthens confidence among its business partners and contractors by guaranteeing fair treatment in accordance with established standards. Moreover, these governance principles ensure that the company’s business operations remain transparent, verifiable, and in compliance with regulatory and sustainability frameworks, thereby fostering long-term trust and accountability.
Government Agencies
Adherence to legal and regulatory frameworks by government agencies, ensuring effective governance and the preservation of ethical standards in business conduct.
Competitors
The company’s corporate governance framework significantly influences industry competitors, particularly in promoting fair competition standards within the market. By prioritizing transparency and ethical business practices, the company ensures that its operations do not create trade barriers or result in anti-competitive behavior. It upholds integrity by refraining from acquiring competitors’ confidential information through unethical means and avoids engaging in any form of reputational harm through false allegations. Compliance with these governance principles contributes to elevating industry standards for fair competition, fostering a more transparent and sustainable business environment, and reinforcing confidence among stakeholders, including investors and regulatory bodies.

Goals and Performance Highlights

Goals
  1. There were 0 complaints regarding violations of the business code of conduct, fraud, and corruption within the organization.
  2. There were 0 complaints regarding violations of the business code of conduct, fraud, and corruption outside the organization.
  3. There were no complaints regarding violations of the business code of conduct, fraud, and corruption that were resolved.
Performance Highlights
Complaints regarding violations of the business code of conduct and internal fraud and corruption
0
cases
Complaints regarding violations of the business code of conduct and external fraud and corruption
0
cases
Complaints regarding violations of the business code of conduct and fraud and corruption
No complaints received
ESG Performance Data

Management and Operational Approach

The company has developed a Code of Ethics and Business Conduct, along with best practice guidelines, to serve as a standard for ethical behavior towards the company, colleagues, external stakeholders, and society.

These principles support effective corporate governance through a robust management and internal control system, the implementation of checks and balances, and transparent, accountable business operations. The company is committed to maintaining financial credibility, ensuring accurate information disclosure, and upholding corporate governance principles that consider the interests of all stakeholders. This includes respecting shareholder rights and promoting equitable treatment, as well as adhering to the regulatory standards set forth by the Stock Exchange of Thailand. To enhance awareness and encourage compliance with the company’s ethical standards, the Human Resources Department has formally documented the Business Ethics Code for distribution to all employees. Additionally, regular training programs are conducted to reinforce adherence to these ethical guidelines across the organization.

Organization Chart

As of 31 December 2024

Organization Chart

Information about the Board of Directors

Number of board members and independence
Number of board members and independence
Board of Directors Composition

The Board of Directors is composed of highly qualified professionals who demonstrate strong leadership, vision, expertise, and experience across various fields. They possess the necessary skills required by the company in a well-rounded and appropriate manner. Furthermore, they uphold integrity and maintain independence in their decision-making to serve the best interests of the company and its shareholders. The current Board of Directors consists of 11 members with the expertise, skills, and experience necessary to contribute effectively to the company. This includes 6 executive directors and 5 independent directors. The composition complies with the requirements set by the Securities and Exchange Commission (SEC), which mandates that at least one-third of the board members be independent directors, with a minimum of three independent members. Additionally, the company has established an independent Audit Committee, which operates in accordance with the regulations of the Stock Exchange of Thailand. At least one member of this committee must have the requisite knowledge and experience to assess the reliability of financial statements, ensuring proper checks and balances while providing independent opinions. The Chairman of the Board is an independent director, as defined by the Stock Exchange of Thailand, and maintains no affiliations with the management team. Furthermore, the (Non-Executive) Chairman and the Chief Executive Officer (CEO) are separate individuals, reinforcing the company’s commitment to strong corporate governance.

The Board of Directors has implemented a policy governing the Chief Executive Officer’s external directorships to ensure transparency and corporate governance best practices. Under this policy, the CEO must formally notify the Board of Directors of the rationale and relevant details before assuming a directorship at another entity. Furthermore, the CEO is permitted to hold directorships in no more than five other publicly listed companies to maintain a balanced oversight role and prevent potential conflicts of interest.

In the selection process for the company’s board of directors, the president and chief executive officer, and senior executives, the company places a strong emphasis on appointing individuals with extensive experience, relevant qualifications, and essential management competencies, ensuring alignment with its diversity policy. This policy stipulates that the composition of the board must reflect diversity across multiple dimensions, including professional expertise, specialized competencies, and gender representation. To support this commitment, the company has conducted a thorough assessment of the critical skills required for leadership roles and has analyzed existing expertise, competencies, and organizational needs. The assessment findings confirm that the board of directors, the president and chief executive officer, and senior executives collectively meet all competency requirements as defined by the company’s strategic objectives. A detailed summary of the expertise and skill sets of the current board of directors is provided below:

Board Skill Matrix
Expertise Areas/Qualifications Engineering Development Advanced Technology Industrial Sector Growth and Market Trends International Marketing Strategies Policy Development and Sustainability Frameworks Strategic Planning and Organizational Development Corporate and Business Management Corporate Governance and Ethical Compliance Risk Management and Mitigation Strategies Financial Management and Accounting Standards Legal and Regulatory Affairs Audit, Compliance, and Internal Control Mechanisms
1. Independent Directors and Chairman of the Board of Directors
2. Directors and Chairman of the Executive Board
3. Independent Directors
4. Independent Directors
5. Independent Directors
6. Directors
7. Directors
8. Directors
9. Directors
10. Directors
11. President
Corporate Governance and Leadership Succession

The company upholds a robust and structured approach to the selection of board members, the Chief Executive Officer (CEO), and senior executives, ensuring alignment with corporate governance best practices. The recruitment process emphasizes the appointment of individuals with extensive experience, professional qualifications, and essential competencies to drive sustainable business growth. In adherence to the company’s commitment to diversity, the board composition is structured to reflect a wide range of expertise, professional competencies, and gender inclusivity, fostering an inclusive and well-balanced governance framework. A comprehensive skill-gap analysis has been conducted to identify the key competencies required for board members, the CEO, and senior executives. The assessment confirms that the current leadership team possesses the requisite experience, expertise, and capabilities necessary to effectively govern and steer the company towards long-term sustainable development, in alignment with ESG principles and the UN Sustainable Development Goals (SDGs).

Formation of Board Committees
Lists Position
Audit Committee
Mr. Vitoon Tejatussanasoontorn* (Independent Directors) Chairman of Audit Committee
Mr. Pavich Tongroach (Independent Directors) Audit Committee
Mr. Patarut Dardarananda (Independent Directors) Audit Committee
Executive Committee
Mr. Plew Trivisvavet Chairman of the Executive Board
Ms. Supamas Trivisvavet Vice Chairman of the Executive Board
Mr. Phongsarit Tantisuvanitchkul Vice Chairman of the Executive Board
Mr. Narong Sangsuriya Executive Director
Mr. Anukool Tuntimas Executive Director
Mr. Nattavut Trivisvavet Executive Director
Nomination and Remuneration Committee
Mr. Don Pramudwinai (Independent Directors) Chairman of the Nomination and Remuneration Committee
Mr. Vitoon Tejatussanasoontorn (Independent Directors) Nomination and Remuneration Committee Member
Mr. Plew Trivisvavet Nomination and Remuneration Committee Member
Mr. Narong Sangsuriya Nomination and Remuneration Committee Member
Corporate Governance and Risk Management Committee
Mr. Patarut Dardarananda (Independent Directors) Chairman of the Corporate Governance and Risk
Mr. Vitoon Tejatussanasoontorn (Independent Directors) Corporate Governance and Risk Management Committee Member
Mr. Plew Trivisvavet Corporate Governance and Risk Management Committee Member
Mr. Narong Sangsuriya Corporate Governance and Risk Management Committee Member
Ms. Supamas Trivisvavet Corporate Governance and Risk Management Committee Member
Corporate Social Responsibility and Sustainability Committee
Mr. Pavich Tongroach (Independent Directors) Chairman of the Corporate Social Responsibility and Sustainability Committee
Mr. Don Pramudwinai (Independent Directors) Corporate Social Responsibility and Sustainability Committee Member
Ms. Supamas Trivisvavet Corporate Social Responsibility and Sustainability Committee Member
Mr. Anukool Tuntimas Corporate Social Responsibility and Sustainability Committee Member

Note: A member of the audit committee with extensive knowledge and professional experience in reviewing and verifying the company’s financial statements to ensure accuracy, transparency, and compliance with financial reporting standards.

Board of Directors’ Responsibilities

As of December 31, 2024, the Board of Directors comprised 11 members. Throughout the year, the company held seven board meetings in a hybrid format. All directors achieved full attendance, with a 100% participation rate. The following table provides details on board members and their attendance :

Board of Directors Position Director Classification Meeting Attendance
Physically Attended Attended Remotely via Electronic Means
1. Mr. Aswin Kongsiri
  • Chairman of the Board of Directors
 Independent Director 7 -
2. Mr. Plew Trivisvavet
  • Director
  • Chairman of the Executive Board
  • Nomination and Remuneration Committee Member
  • Corporate Governance and Risk Management Committee Member
 Executive Director 7 -
3. Mr. Vitoon Tejatussanasoontorn
  • Director
  • Chairman of Audit Committee
  • Nomination and Remuneration Committee Member
  • Corporate Governance and Risk Management Committee Member
 Independent Director 7 -
4. Mr. Don Pramudwinai
  • Director
  • Chairman of the Nomination and Remuneration Committee
  • Corporate Social Responsibility and Sustainability Committee Member
 Independent Director 5 (Start the first meeting, session 3/2024-7/2024) -
5. Mr. Pavich Tongroach
  • Director
  • Audit Committee Member
  • Chairman of the Corporate Social Responsibility and Sustainability Committee
 Independent Director 6 1
6. Mr. Patarut Dardarananda
  • Director
  • Audit Committee Member
  • Chairman of the Corporate Governance and Risk Management Committee
 Independent Director 7 -
7. Ms. Supamas Trivisvavet
  • Director
  • Vice Chairman of the Executive Board
  • Corporate Governance and Risk Management Committee Member
  • Corporate Social Responsibility and Sustainability Committee Member
 Executive Director 7 -
8. Mr. Narong Sangsuriya
  • Director
  • Executive committee
  • Nomination and Remuneration Committee Member
  • Corporate Governance and Risk Management Committee Member
 Executive Director 7 -
9. Mr. Phongsarit Tantisuvanitchkul
  • Director
  • Vice Chairman of the Executive Board
 Executive Director 7 -
10. Mr. Anukool Tuntimas
  • Director
  • Executive committee
  • Corporate Social Responsibility and Sustainability Committee Member
 Executive Director 7 -
11. Mr. Nattavut Trivisvavet
  • Director
  • Executive committee
  • President
 Executive Director 7 -
Annual Performance Evaluation of Company Executives and the Board of Directors

The independent directors conduct an annual performance evaluation of the Chief Executive Officer (CEO) to ensure accountability and effective corporate governance. Based on the evaluation results, they determine and propose an appropriate remuneration package and additional benefits, aligning with high-level principles such as corporate governance best practices and sustainability performance criteria. The proposal is then submitted to the Board of Directors for final approval. The evaluation framework is structured into three key categories as follows:

  1. Progress of Business Plan, Strategic Goals, and Financial Targets

    The report highlights financial and operational advancements, including revenue growth, sales performance, EBITDA, net profit, and Economic Value Added (EVA). Additionally, it underscores strategic initiatives in human capital development and technological innovation, ensuring sustainable business growth and alignment with global ESG and SDG frameworks.

  2. Performance Evaluation Criteria

    The evaluation of performance is based on multiple dimensions, including leadership effectiveness, strategic planning, financial management and execution, governance and board engagement, stakeholder relations, organizational management and workforce interaction, succession planning, industry-specific expertise, and individual competencies. These factors collectively contribute to sustainable corporate growth and responsible business practices, aligning with SDG and ESG principles to enhance transparency, accountability, and long-term value creation for investors and stakeholders.

  3. Corporate Leadership Assessment

    The assessment of corporate leadership is based on the key strengths that a Chief Executive Officer (CEO) should uphold. These include possessing a clear vision, extensive knowledge, expertise, and diverse experience, along with a comprehensive set of skills required by the company. The CEO should demonstrate a strong commitment to continuous self-improvement and the ability to make sound decisions during crises. Additionally, they should prioritize and foster employee development, drive innovation, and effectively inspire and motivate employees across all levels. Moreover, the CEO must ensure that the company’s operations integrate environmental, social, and governance (ESG) considerations while actively advancing concrete and measurable sustainability initiatives. 

Environmental

Product and Service Knowledge

  • Understanding of the company’s business model and resource allocation, as well as the broader business and industry environment.
  • Demonstrating creativity and initiative in developing sustainable products and services.

Strategy Development

  • Allocating resources with consideration for the sustainable use of natural resources.

External Relations

  • Promoting environmentally responsible business practices.
  • Raising awareness of eco-friendly products and services.
Social

External Relations

  • Acting as a representative in communications with stakeholders and local communities.
  • Managing public relations professionally to build positive values and corporate image.
  • Promoting social responsibility and encouraging community engagement.
  • Maintaining good relationships with local communities and external organizations.

Personnel Management and Internal Relations

  • Fostering an organizational culture that attracts and retains talent.
  • Empowering employees appropriately with autonomy and responsibility.
  • Developing fair performance evaluation and reward systems.
  • Promoting education and personnel development.
  • Treating employees fairly without bias or discrimination.

Personal Attributes

  • Building a positive image for the company.
  • Demonstrating respectful behavior and concern for subordinates.
  • Using sound judgment to resolve sensitive interpersonal and intergroup issues.
Governance

Leadership

  • Providing clear vision and direction.
  • Serving as a role model for organizational values.
  • Setting high standards for performance.

Strategy Development

  • Developing strategic plans that respond to stakeholder needs.
  • Establishing monitoring and control processes for operations.

Enterprise Risk Management

  • Implementing strategies effectively.
  • Designing an efficient organizational structure.
  • Monitoring performance to ensure accountability.
  • Complying with relevant laws and regulations.

Board Relations

  • Maintaining strong relationships with the Board of Directors.
  • Adhering to corporate governance principles.
  • Ensuring a proper balance of power between the CEO and the Board.
  • Providing information to the Board in a professional manner.
  • Supporting the Board in fulfilling its oversight responsibilities.

Succession Planning

  • Reviewing and refining succession plans.
  • Establishing leadership development processes.
  • Creating opportunities for high-potential executives to demonstrate their capabilities.

Personal Attributes

  • Upholding high standards of ethics and integrity.
  • Continuously developing skills across various areas.

In 2024, the company achieved a performance evaluation score of 98.06, based on a thorough assessment of all relevant indicators. This evaluation encompasses key aspects of environmental management and sustainability, ensuring alignment with ESG and SDG-related performance metrics.

In relation to the annual performance evaluation of the company’s board of directors, the report outlines the key performance indicators (KPIs) and corresponding assessment results as follows.

Key Performance Indicators (KPIs) Collective Performance of the Board of Directors Evaluation of Individual Board Members Subcommittee Governance and Oversight
  1. Board structure and qualifications
  2. Roles, duties, and responsibilities of the board
  3. Board meetings and proceedings
  4. Execution of directors' duties
  5. Board-management relationship and
  6. Director self-development and executive training
  1. Director Qualifications
  2. Roles and Responsibilities of Directors
  3. Board Meetings and Governance
  4. Execution of Directors’ Duties
  5. Board-Management Relationship and
  6. Director Development and Continuous Learning
  1. Qualifications and Competencies of Directors
  2. Roles, Responsibilities, and Fiduciary Duties of Directors
  3. Board Meetings and Corporate Governance Practices
  4. Execution of Duties in Compliance with Governance Standards
  5. Board Dynamics and Interactions and
  6. Continuous Professional Development of Directors
Evaluation Results 98.56 97.24 (Refer to the table below for detailed information)
Assessment Levels Excellent Excellent (Refer to the table below for detailed information)
Assessment of the Subcommittee's Performance Average Score (Percentage) Assessment Levels
Executive committee 99.50 Excellent
Audit Committee 99.77 Excellent
Nomination and Remuneration Committee 98.90 Excellent
Corporate Governance and Risk Management Committee 100.00 Excellent
Corporate Social Responsibility and Sustainability Committee 99.43 Excellent
Succession Planning and Leadership Skill Criteria

The company has established a Succession Plan for senior executive roles and other critical positions within key business functions to ensure that future leaders possess the qualifications aligned with the company’s direction and needs. This process considers individuals’ performance, potential, and readiness. In addition, the company has developed a Board Skill Matrix and a Leadership Competency Framework to define the essential skills, knowledge, and experience required of organizational leaders—such as strategic expertise, innovation leadership, risk management, and an understanding of sustainability and ESG principles.

Leadership Competency Framework

  • Strategic thinking and decision-making
  • Change and innovation leadership
  • Talent development and people management
  • Communication and stakeholder engagement
  • Understanding of ESG issues and sustainability
  • Business acumen and risk management

Audit and Non-Audit Service Fees

For the fiscal year 2024, the company and its subsidiaries have disbursed remuneration for audit and non-audit services provided by the auditors. The breakdown of these payments is as follows:

  1. Audit Fee For the fiscal year 2024

    the company and its subsidiaries disbursed

    • a total audit fee of 11,827,000 baht to the audit firm of record, including associated individuals and entities affiliated with both the auditor and the firm. The appointed auditor remains consistent with the previous fiscal year.

  2. Non-Audit Fee -No non-audit service fees were recorded-

Anti-Corruption

As a leading construction firm engaged in large-scale, high-value infrastructure projects, CH. Karnchang recognizes the critical importance of anti-corruption efforts, and is committed to avoid and prevent any type of corruption, such as money laundering, obstruction of justice, etc.. Given its involvement in national public infrastructure development, this issue is also a key priority for the Thai Contractors Association. The Thai Contractors Association under Royal Patronage, in collaboration with the Anti-Corruption Organization of Thailand, has demonstrated its commitment to tackling corruption through formal cooperation agreements. Additionally, CH. Karnchang actively participates in the Collective Action Coalition Against Corruption (CAC) initiative to foster collaboration in preventing and addressing corruption. These efforts align with the National Anti-Corruption Strategy and reinforce inter-organizational cooperation in supporting various measures to combat corruption effectively.

In addition, the Thai Construction Industry Association has entered into a Memorandum of Understanding (MoU) with the Anti-Corruption Organization (Thailand) to enhance cooperative efforts in corruption prevention and enforcement. This collaboration aims to reinforce anti-corruption measures by developing a structured framework to establish a public-private partnership network for corruption prevention and suppression. The initiative seeks to create a unified coalition responsible for monitoring, evaluating, implementing, and refining corruption prevention mechanisms to strengthen governance standards. Currently, the company is in the process of engaging with the Thai Construction Industry Association and key stakeholders within the construction sector to evaluate the feasibility of joining the Thai private sector’s Collective Action Coalition against Corruption, ensuring alignment with best practices in corporate governance and ethical business conduct.

Business Code of Conduct

The company has established a Business Code of Conduct that aligns with its vision, mission, strategy, goals, and best practices to drive long-term value creation and ensure stable, sustainable growth. This framework operates under the organization's established ‘C-K-S-A-T-I values’.

Business Code of Conduct Click to Enlarge

Since 2003, CH. Karnchang has maintained a Business Code of Conduct and Anti-corruption policy to ensure that employees fully comprehend and adhere to ethical guidelines in a manner consistent with corporate governance principles where CH. Karnchang communicates the a Business Code of Conduct and anti-corruption policy to all employees regularly. This code undergoes periodic reviews the effectiveness and revisions to align with evolving business contexts, ensuring continued relevance and applicability. The Business Code of Conduct establishes a structured framework that defines the scope of ethical responsibilities, professional conduct, and behavioral expectations for all personnel. It serves to harmonize corporate operations under the principles of integrity, ethical responsibility, transparency, and accountability. Furthermore, it promotes fairness and inclusivity, reinforcing the company’s commitment to fostering a resilient and sustainable business foundation. By embedding these ethical principles into corporate operations, CH. Karnchang strengthens investor confidence, upholds stakeholder trust, and contributes to the broader social and environmental responsibility agenda. The Business Code of Conduct encompasses the following key focus areas:

  • Compliance with laws and human rights principles
  • Anti-corruption and fraud prevention
  • Mitigation of conflicts of interest
  • Customer and consumer relations
  • Related party transactions, procurement, supplier engagement, and business partner relations
  • Whistleblower protection
  • Confidentiality and data protection
  • Fair competition and antitrust compliance
  • Prevention of insider trading and misuse of confidential information
  • Occupational health, safety, and environmental management
  • Corporate social responsibility (CSR) and community engagement
  • Intellectual property rights (IPR) protection and IT governance

Enhancing Corporate Governance and Anti-Corruption Practices

The company upholds corporate integrity by fostering adherence to governance principles and ethical business conduct. To ensure continuous compliance, an annual ethics compliance review and anti-corruption policy are conducted and communicated to the board of directors, executives, and employees, along with the survey. The survey assesses ethical adherence, and its findings are systematically analyzed to establish a benchmark for reinforcing corporate ethical standards. This initiative aligns with global best practices in corporate governance, contributing to sustainable business operations and reinforcing transparency and accountability within the organization.

In 2024, a total of 88 executives, from section managers to the chairman of the executive board, participated in a comprehensive performance evaluation process. All 88 individuals successfully submitted their assessment results to the Human Resources department, achieving a 100% response rate. The overall evaluation outcomes indicate a consistently high level of performance. Additionally, 1,360 employees, ranging from department managers to operational personnel, underwent performance assessments. All 1,360 individuals completed and returned their evaluations, maintaining a 100% response rate.

The Board of Directors has endorsed and actively promoted the adherence of directors, executives, and employees to the company’s Code of Business Conduct, with the objective of embedding ethical principles into the corporate culture. This Code outlines the ethical responsibilities of all personnel in relation to the company, colleagues, external stakeholders, and society, aligning with internationally recognized corporate governance and sustainability standards. Over time, the Board of Directors, executives, and employees have demonstrated a strong commitment to ethical conduct, ensuring that all business activities are carried out with integrity, transparency, and fairness. The Board of Directors also has oversight of anti-corruption policy, which covers any type of corruption and bribery. To reinforce this commitment, the company has systematically communicated and institutionalized the Code of Business Conduct. The Human Resources Department has formalized the Code in written form, distributed it among employees, and established ongoing training initiatives to ensure effective implementation. In 2024, the company conducted 23 training sessions, focusing on ethical business practices and regulatory compliance, with 88 new employees participating.

Employee Classification Number of employees informed about the policy (persons) Percentage (%)
Number of employees informed about the organization’s anti-corruption policy and compliance guidelines:
Board of Directors 6 100
Senior Executives 11 100
Executives 75 100
Supervisors 303 100
Employees 1,033 100
Number of employees who have completed training on the organization’s anti-corruption policy, anti-bribery, and compliance framework
Board of Directors 11 100
Senior Executives 5 26.32
Executives 41 54.67
Supervisors 50 16.50
Employees 312 30.20

Whistleblowing and Anti-Corruption Reporting Mechanisms

CH. Karnchang has established formal channels for reporting corruption, breaches of company codes or policies, bribery, and ethical violations, ensuring transparency and accountability in alignment with corporate governance best practices. These mechanisms facilitate the submission of whistleblower reports and complaints, reinforcing the company’s commitment to ethical business conduct and stakeholder responsibility. To uphold integrity and mitigate corruption risks, the company has implemented a structured review process, incorporating comprehensive protections, confidential and anonymous for whistleblowers and affected parties which cover staff, contractors, joint ventures, parties that working with the company, other external stakeholders and public.

Whistleblowing and Anti-Corruption Reporting Mechanisms Click to Enlarge

Code of Conduct Oversight and Compliance Monitoring

In accordance with corporate governance principles and ethical business code of conduct, a structured review process is implemented to address reports from directors, executives, employees, or relevant stakeholders.

1. The designated compliance authority is responsible for collecting factual information and investigating corruption, ethical breaches, or non-compliance, ensuring that whistleblowers and complainants receive protection in accordance with the measures established in the company’s business code of conduct.

2. The complaint recipient shall report the facts to the Independent Director, who is responsible for conducting a fact-finding investigation to assess the complaint, covering all type of briberies and corruptions. The investigation must be completed within 30 days, with relevant matters categorized into key areas such as corporate governance, capacity building, and fact verification.

3. Measures for Action: The complaint recipient presents the case to an independent committee for fact-finding and determines measures to suspend violations or non-compliance with the law.

4. Analysis of the Causes of the Problem

5. Consider the disciplinary process for those who violate or fail to comply with the anti-corruption policy and work regulations, as deemed appropriate by the company. Additionally, consider implementing remedial actions to mitigate damages for affected parties.

6. Reviewing Processes to Identify Weaknesses and Implement Improvements to Prevent Recurrence

7. Verifying Compliance with Corrective Actions

8. Reporting of Outcomes: The designated authority handling the complaint is responsible for notifying the complainant of the outcome if they have identified themselves. For critical matters, such as the number of claims or incidents of non-compliance, the findings must be escalated to the Chairman of the Board and/or the Board of Directors. The complaint handling process is also overseen by the Executive Committee.

Complaint Handling Process Click to Enlarge

CH. Karnchang Public Company Limited actively monitors and ensures compliance with good corporate governance principles, focusing on the following key areas:

  1. Employee welfare and commitment to non-discrimination
  2. Prevention of unfair business practices and anti-competitive behavior
  3. Environmental responsibility, workplace health, and occupational safety
  4. Information security and data protection

Tax Practices

Tax Policy and Regulation

CH. Karnchang Public Company Limited upholds the principles of corporate governance and tax ethics with a strong commitment to transparency, accountability, and responsible business conduct. The company recognizes its role in contributing to society and engaging with all stakeholders.

Its tax policy is designed to ensure that business growth aligns with economic expansion while supporting sustainable social and environmental development.

  • The company is dedicated to full compliance with tax regulations in all operating jurisdictions, ensuring adherence to legal frameworks governing tax management.
  • The organization upholds the responsible and lawful utilization of tax incentives, employing tax structures that align with regulatory requirements while preventing any form of tax evasion or aggressive tax avoidance.
planning frameworks
  • Carry out management and planning for taxation and tax payments in accordance with relevant tax regulations, procedures, and laws to maximize benefits for the corporate group and stakeholders.
  • Carry out the submission of taxes or tax refunds accurately, appropriately, and within the timeframe stipulated by relevant laws or regulations. Additionally, uphold the role and responsibilities of being a good taxpayer by complying with tax laws to reflect transparency in tax operations.
  • A comprehensive tax impact assessment is undertaken whenever new investment projects, financial transactions, or regulatory changes in tax laws and policies occur. This process ensures alignment with corporate activities, strategic business objectives, and legal compliance while also promoting transparency and maximizing benefits for stakeholders and society.
  • The company upholds a strict policy against leveraging disparities in international tax structures for tax avoidance purposes. Furthermore, we refrain from implementing tax structures that lack alignment with our core business activities, ensuring compliance with global tax transparency standards and responsible corporate governance.
Effective Tax Rate and Actual Tax Payment Disclosure

The company discloses its actual tax payment and effective tax rate as follows:

2018 2019 2020 2021 2022 2023 2024
Statutory Tax Rate (%) 20.00 20.00 20.00 20.00 20.00 20.00 20.00
Effective Income Tax Rate* (%) 5.29 6.59 4.33 3.90 1.81 4.96 7.18

The Effective Tax Rate* (ETR) represents the actual proportion of corporate income tax remitted to the government. It is determined by dividing the income tax expense, as reported in the financial statements, by the pre-tax operating profit.

The variance between the effective tax rate and the statutory corporate tax rate arises from the following exemptions

1. Dividend income qualifies for a tax exemption.

2. The company’s subsidiary in the Lao People’s Democratic Republic is granted a corporate income tax exemption under a concession agreement.