ThaiBev’s Board is responsible for overseeing the overall management of the business, ensuring the sustainable and successful operations of the ThaiBev Group, as well as maintaining effective risk management and internal controls. To assist in this, the Board has established board level committees as follows:
The Audit Committee (“AC”), comprises four competent and qualified independent directors who carry out their duties as delegated by the Board and specified in the charter. The AC is responsible for overseeing and promoting the ThaiBev Group to ensure that effective and appropriate corporate governance, risk management, and internal controls are in place. This includes adhering to the laws and regulations that govern business operations, as well as being responsible for environmental, social, and governance (ESG) issues and addressing the needs of stakeholders. The AC also obtains reports from the Sustainability and Risk Management Committee (“SRMC”) and the Company's management at least quarterly and discusses with the management the Company's policies on risk assessment, risk management, and sustainability development.
The Nomination Committee (“NC”) comprises four competent and qualified directors who carry out their duties as delegated by the Board. The NC is primarily responsible for the selection of suitable persons to be appointed as directors and/or the Group CEO who are qualified in terms of education, knowledge, competencies, skills, experiences and expertise. It also sets up development and training programs for directors to ensure that its Board members possess the necessary skills and competencies in order to provide effective oversight of strategies related to core business, including ESG and sustainability matters, in line with best practices in sustainability governance. The NC also reviews nominations for re-appointment as Directors and assists the Board in the determination and reconsideration of independence of Independent Directors at least annually.
The Remuneration Committee (“RC”) comprises three competent and qualified directors who carry out their duties as delegated by the Board. The RC is primarily responsible for setting the policies and the guidelines in the determination of remuneration of any kind to Directors and key Executives and how these are linked to ESG-related performance metrics, including reviewing, revising, amending or revoking such procedures and rules in respect of Directors’ remuneration for approval by the annual general meeting.
The SRMC comprise three competent and qualified independent directors who carry out their duties as delegated by the Board. The SRMC is primarily responsible for providing guidelines for implementing corporate sustainability and risk management strategies and overseeing key corporate risks and sustainability-related matters. The SRMC plays a central role in assessing and monitoring the management of risks across all key functions, Product Groups, Business Units, and subsidiaries to ensure comprehensive coverage of sustainability and corporate risks.
To promote efficient, effective, and systematic sustainability and risk management, ThaiBev has established 3 more committees, among several others, with specific responsibilities as follows:
The Executive Committee is responsible for formulating and proposing business strategies, plans, targets, and budgets to the Board for approval, while overseeing and approving key operational matters.
The Management Committee is responsible for the consideration of, monitoring, and advising on any matter before it is proposed to the Executive Committee and the Board.
The Environmental, Social and Governance (“ESG”) Committee comprises of executives within one reporting level from the Group CEO (CEO-1 Level), namely, Mrs. Tongjai Thanachanan, Mr. Kosit Suksingha, Mr. Michael Chye Hin Fah, Ms. Nantika Ninvoraskul, and Mr. Sopon Racharaksa. Mrs. Tongjai Thanachanan, Executive Vice President – Chief Sustainability and Strategy, is the Chairman of the ESG Committee. The ESG Committee is responsible for considering the impacts of ESG risks and opportunities for investment decisions and existing business operations, sets up action plans, and monitoring progress to ensure ESG targets are achieved. Its key responsibilities include:
Oversee and give advice to all operation units of the Company to ensure progress towards ESG-related goals.
Consider the financial impacts of the ESG risks and opportunities that contribute to investment decision-making and existing business operations.
Review and provide recommendations to the Investment Committee on investments related to ESG sustainability of the Company.
Arrange for regular reporting of ESG performance to the SRMC and the Board of Directors.
Furthermore, the Executive Vice President - Chief Sustainability and Strategy, a designated role to orchestrate our group strategy and transformation integrally with our sustainability plans, has been appointed since 2022.
