ThaiBev Sustainability

Number of Board Meeting Attendance in Percentage for the Year Ended
30 September 2024

	Name	Number of Attendances / Total Number of Meetings is 8
1	Mr. Charoen Sirivadhanabhakdi	8/8
2	Ms. Potjanee Thanavaranit	8/8
3	Clinical Prof. Emeritus Piyasakol Sakolsatayadorn , M.D.	8/8
4	Mr. Timothy Chia Chee Ming	7/8
5	Prof. Khemchai Chutiwongse	7/8
6	Dr. Chatri Banchuin	8/8
7	Assoc. Prof. Dr. Kritika Kongsompong	6/8
8	Mr. Wee Joo Yeow	8/8
9	Ms. Busaya Mathelin	8/8
10	Dr. Pasu Loharjun	8/8
11	Mr. Vivat Tejapaibul	8/8
12	Mr. Thapana Sirivadhanabhakdi	8/8
13	Mr. Panote Sirivadhanabhakdi	5/8
14	Mr. Ueychai Tantha-Obhas	8/8
15	Mr. Sithichai Chaikriangkrai	8/8
16	Dr. Pisanu Vichiensanth	8/8
Average % =		94.53%
Minimum of attendance required for all members, at least (in %)		80.00%

Board Mandates
List of other mandates of Non-executive Directors/Independent Directors on the current Board

Name	Position	External directorships in publicly listed companies (excl. private limited companies, education institutes, and non-profit organization)
1. Ms. Potjanee Thanavaranit	Independent Director and Audit Committee Chairman	Berli Jucker Public Company Limited (Listed on SET) Thai Reinsurance Public Company Limited (Listed on SET) Univentures Public Company Limited (Listed on SET) Bangkok Insurance Public Company Limited (Listed on SET)
2. Clinical Prof. Emeritus Piyasakol Sakolsatayadorn, M.D.	Independent Director and Audit Committee Member	-
3. Mr. Timothy Chia Chee Ming	Independent Director and Audit Committee Member	-
4. Prof. Khemchai Chutiwongse	Independent Director and Audit Committee Member	-
5. Dr. Chatri Banchuin	Independent Director	-
6. Assoc. Prof. Dr. Kritika Kongsompong	Independent Director	-
7. Mr. Wee Joo Yeow	Independent Director	Frasers Property Limited (Listed on SGX)
8. Mrs. Busaya Mathelin	Independent Director	Frasers Property (Thailand) Public Company Limited (Listed on SET)
9. Dr. Nithinart Sinthudeacha	Independent Director	Frasers Property Limited (Listed on SGX) Amarin Corporations Public Company Limited (Listed on SET) Mega Lifesciences Public Company Limited (Listed on SET) Beryl 8 Plus Public Company Limited (Listed on SET)
10. Mr. Vivat Tejapaibul	Director	-
11. Mr. Panote Sirivadhanabhakdi	Independent Director	Univentures Public Company Limited (Listed on SET) Frasers Property Group, with Frasers Property Limited listed on SGX, as the parent company

Remark 1:

Currently, each Non-Executive Director/Independent Director shall hold directorship in no more than a total of five other listed companies apart from the company(ies) in the ThaiBev Group.

Remark 2:

Director Liability

As ThaiBev is incorporated in Thailand, its Memorandum of Association (“MOA”) and AOA must comply with applicable Thai law, including the PLCA. The MOA does not contain any provisions that limit directors’ personal liability to the Company or the shareholders of the Company for monetary damages for breach of a duty of care and fiduciary duty as Thai law does not allow the Company to limit the directors’ personal liability in the MOA. Furthermore, the Company's Article 21 of the AOA provides the duty of care and fiduciary duty of directors that the directors shall perform their duties in compliance with the governing laws, the objectives and the AOA of the Company, as well as the resolutions of the shareholders’ meeting, with honesty, in good faith and with care to preserve the interests of the Company.

Remark 3:

Shareholder Approval Required for Changes in Bylaw According to Section 31 of Thailand’s Public Limited Companies Act B.E. 2535 (1992) (“PLCA”) and Article 29(2)(d) of ThaiBev’s Article of Association (“AOA”), they provide that the amendment of AOA, or the change in Bylaw, of the Company shall be endorsed by the Board and proposed to the shareholders’ meeting for approval with resolution not less than three-fourths (3/4) of the total number of votes cast by the shareholders who attend the meeting and have the right to vote.
(Thai PLCA refers to https://sustainability.thaibev.com/2024/en/public_limited_companies_act_1992.php)

Succession Plan for the Group CEO

The Nomination Committee (“NC”) is primarily responsible for the selection of suitable person by considering qualifications of the candidates in terms of education, knowledge, competencies, skills, experiences and expertise that are beneficial or related to core business or industry of the Company to be appointed as the Group CEO, and setting the procedures and the guideline for such selection in order to uphold transparency, performing duties according to applicable laws and/or regulations and the Listing Manual. Then, the NC shall propose the selected candidates, together with opinions and reasons for the decision, to the Board of Directors for consideration and approval.

The NC shall formulate a succession plan for the Group CEO to ensure the Company’s business continuity by preparing the talents to be able to succeed in case that the person retires, resigns, or cannot perform duties. In 2024, Mr. Thapana Sirivadhanabhakdi was redesignated from President and CEO to Group CEO, and the Company announced the appointment of President and Group COO – Thailand and President, and Group COO – International, intended to create career opportunities for professional executives to ensure sustainable business growth.


Read More Information about CORPORATE GOVERNANCE AND BUSINESS ETHICS in Sustainability Report 2024