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Corporate Governance

  • 13.05.2026
  • 413 times

Section 1: Shareholders’ Meeting

1.1 Shareholders’ Meeting Arrangement

The Company has a policy to promote and protect the rights of shareholders on an equitable basis. Shareholders are given the opportunity to propose agenda items or submit queries regarding the Company in advance of the meeting date. The Company discloses its policies and procedures for facilitating and encouraging all groups of shareholders to attend the meeting. Each agenda item is clearly and separately defined.

For the agenda on the election of directors, the Invitation Letter specifies the name and brief profile of each director proposed for appointment, with voting conducted on an individual basis. For the agenda on the appointment of auditors, the Invitation Letter fully discloses the auditor’s name, audit firm, experience, competency, independence, and audit fees. For the agenda on the approval of dividend payment, the Company discloses its dividend policy, the proposed dividend rate, and the supporting rationale. All agenda items include a clear statement of the objectives, reasons, and the Board of Directors’ opinion.

1.2 The Invitation to the Annual General Meeting of Shareholders

The Company sends the notice of the Annual General Meeting of Shareholders (“AGM Invitation”) to shareholders by post in advance of the meeting date, and simultaneously posts it on the Company’s website and notifies the Stock Exchange of Thailand (“SET”) on the same day. The AGM Invitation is published in both Thai and English at the same time.

Year 2025: The Annual General Meeting of Shareholders was held on 23 April 2025. The AGM Invitation was published on 21 March 2025, published 33 days in advance of the meeting date.

Year 2024: The Annual General Meeting of Shareholders was held on 26 April 2024. The AGM Invitation was published on 1 April 2024, published 25 days in advance of the meeting date.

Year 2023: The Annual General Meeting of Shareholders was held on 27 April 2023. The AGM Invitation was published on 24 March 2023, published 33 days in advance of the meeting date.

Year 2022: The Annual General Meeting of Shareholders was held on 22 April 2022. The AGM Invitation was published on 22 March 2022, published 30 days in advance of the meeting date.

1.3 Disclosure of the AGM Invitation on the Company’s Website

The Company publishes the AGM Invitation and all supporting documents in both Thai and English on the Company’s website at https://www.apcs.co.th/th/investor/ir_ifn/rQDWewEb3Q under the Investor Relations section, sub-category: Shareholder Information, for the Annual General Meetings of Shareholders of 2025, 2024, 2023, and 2022, enabling shareholders to access information conveniently and in a timely manner.

1.4 Announcement via the Stock Exchange of Thailand

The Company notifies the publication of the AGM Invitation through the SET portal simultaneously with the posting on the Company’s website on the same day every year. Historical announcements can be viewed on the SET website at www.set.or.th by searching for the ticker symbol APCS, or at https://www.set.or.th/th/market/product/stock/quote/APCS/news.

1.5 Shareholders’ Meeting Day

All directors, the Executive Chairman, the Chief Executive Officer, and senior management attend every shareholders’ meeting without exception. In the past year, the Company did not introduce any additional agenda items that had not been pre-announced. The Company arranges for audio-visual recording of the meeting to ensure transparency and auditability, and engages independent lawyers and legal advisors as witnesses for the vote-counting process. Voting is conducted on a one-share, one-vote basis.

For shareholders who grant proxies and specify their voting preferences in advance, the Company records their approval, disapproval, or abstention votes in accordance with each shareholder’s instructions within the voting system for each agenda item. The Company provides shareholders with the opportunity to express opinions and ask questions during the meeting. Any questions not addressed at the meeting are answered and recorded in the meeting minutes, which are subsequently published on the Company’s website so that all shareholders receive complete and equal access to information.

The Company also facilitates shareholders who are unable to attend in person by providing a proxy form together with the AGM Invitation, without imposing any onerous or burdensome conditions.

 

 

Section 2 : Remuneration, Directors, and Meeting Minutes

1.6 Directors’ Remuneration and Election of Directors

In proposing the directors’ remuneration agenda for shareholders’ consideration and approval, the Company presents its policy, criteria, and remuneration amounts for each director position clearly, broken down by type: monthly remuneration, per-meeting attendance fees, and performance-based director gratuity.

The 2025 Annual General Meeting of Shareholders, held on 23 April 2025, approved the total remuneration for the Board of Directors and sub-committees for 2025 at no more than THB 2,500,000 — the same amount as in 2024. The Nomination and Remuneration Committee assessed the appropriateness of the remuneration with reference to the duties and responsibilities of directors, the Company’s operating performance, the overall economic environment, and benchmarks from companies with similar business operations before making its recommendation.

With respect to the election of directors, the Company provides an opportunity for shareholders to nominate candidates in advance. In 2025, nominations were accepted from 15 November 2024 to 30 December 2024 (46 days) via the Company’s website. No shareholders submitted nominations during this period.

1.7 Board of Directors’ Meetings

The Board of Directors holds meetings on a regular basis as stipulated in the Board of Directors’ Charter, at least four times per year, or at least once every three months. The meeting schedule is determined in advance and communicated to each director during the Board meeting in the final quarter of the preceding year, so that directors can allocate sufficient time to attend all meetings. Additional special meetings may be convened to consider urgent matters as necessary.

In 2025, the Board of Directors held a total of 8 meetings. All directors (excluding those who vacated their positions during the year) achieved an attendance rate of 100%. The Company distributes meeting agenda documents to each director at least 5 days in advance, providing sufficient time for directors to review the information thoroughly before each meeting.

The Chairman of the Board, acting as the meeting chairperson, allocates time appropriately and gives all directors the opportunity to express their views freely. Resolutions are passed by majority vote, with each director holding one vote. Any director with an interest in the matter under consideration shall not participate in the deliberation or vote on that agenda item on that agenda item. In the event of a tied vote, the chairperson shall have a casting vote. For certain agenda items reserved for non-executive directors, the Company arranges separate meetings to preserve independence of consideration.

The Company permits directors to attend meetings via electronic media in accordance with the Emergency Decree on Electronic Meetings, and has established e-Meeting Rules since 2022 to ensure efficient meetings in line with technological advancements. The Chairman of the Board has the authority to determine the format of each meeting as appropriate.

The Company Secretary prepares the minutes of each meeting for the Board’s approval as the first agenda item of the subsequent meeting, whereupon the Chairman of the Board signs to certify their accuracy. The minutes are then systematically filed in both confidential hard copy and electronic formats for convenient retrieval and future reference.

Board of Directors and Sub-Committee Meeting Attendance Record for 2025
(1 January 2025 – 31 December 2025)

No.

Director

Board of Directors

Audit Committee

Nomination and Remuneration Committee

Risk Management Committee

Executive Committee

Shareholders’ Meeting

   

times / %

times / %

times / %

times / %

times / %

times / %

1

Mr. Sompote Valyasevi

8/8 (100%)

8/8 (100%)

-

-

-

-

2

Mrs. Ratana Anupasanant

8/8 (100%)

8/8 (100%)

3/3 (100%)

4/4 (100%)

-

1/1 (100%)

3

Maj.Gen Prof of Clinical Dr. Kriengchai Prasongsukarn

8/8 (100%)

8/8 (100%)

3/3 (100%)

-

-

1/1 (100%)

4

Mr. Apichart Karoonkornsakul 1)

3/3 (100%)

-

-

1/1 (100%)

1/1 (100%)

1/1 (100%)

M.R. Pumin Varavarn 2)

5/5 (100%)

-

-

3/3 (100%)

1/1 (100%)

-

5

Mrs. Pimparuda Pitakteeratham 3)

8/8 (100%)

-

3/3 (100%)

4/4 (100%)

2/2 (100%)

1/1 (100%)

6

Mr. Suriyon Udcharchon

8/8 (100%)

-

-

4/4 (100%)

2/2 (100%)

1/1 (100%)

7

Mr. Prasit Hanpiyavatanasakul

8/8 (100%)

-

-

4/4 (100%)

2/2 (100%)

1/1 (100%)

 

Combined Attendance Rate (per committee)

100%

100%

100%

100%

100%

100%

Note: 1) Mr. Apichart Karoonkornsakul completed his term by rotation and expressed his intention to vacate his position, effective 23 April 2025.

2) M.R. Pumin Varavarn was appointed as Director / Risk Management Committee Member / Executive Committee Member, replacing Mr. Apichart Karoonkornsakul, effective 23 April 2025.

3) Mrs. Pimparuda Pitakteeratham was reappointed as Director / Risk Management Committee Member / Nomination and Remuneration Committee Member / Executive Chairman / Chief Executive Officer / and Acting Managing Director for a further term, effective 23 April 2025.

1.8 Minutes of Meetings and Disclosure of AGM Resolutions

The Company’s shareholders’ meeting minutes clearly record the resolutions of each agenda item together with the full vote results, and include the appointment of independent vote-counting inspectors, notification of the voting and vote-counting methods, a record of questions and answers, and the names and positions of all directors in attendance.

The Company publishes the meeting resolutions and voting results on the next business day following the AGM via the SET’s disclosure portal and the Company’s website, and subsequently publishes the complete meeting minutes on the Company’s website within the required timeframe.

Section 3: Shareholding Structure and Subsidiaries

1.9 Shareholding Structure

The Company’s shareholding structure is clear and transparent, with no layered or cross-shareholding arrangements, and no cross-shareholding with any major shareholder. In the past year, the Company had no cases of violation or non-compliance with rules regarding share buybacks, prevention of shareholder communication, or non-disclosure of shareholders’ agreements, and there were no cases of fines, accusations, or civil actions taken by any regulatory authority.

1.10 Subsidiaries and Governance of Subsidiaries

The Board of Directors has established a mechanism for governing subsidiaries by delegating oversight authority to executive directors or senior management on its behalf, to ensure that subsidiaries operate in accordance with the Company’s policies, objectives, vision, and strategic plans. The management of subsidiaries is required to present operational results to the Executive Committee regularly and to report to the Board of Directors on a quarterly basis.

For financial disclosure, related-party transactions between subsidiaries and connected persons, acquisitions or disposals of assets, or other significant transactions, the Internal Audit function, the Company Secretary, and management jointly oversee compliance with the regulations of the Stock Exchange of Thailand. In the past year, the Company had no transactions involving loans or credit guarantees to any entity that is not a subsidiary, and there were no cases of ethical or code of conduct violations.

Section 4: Inside Information Policy and Conflict of Interest

1.11 Policy on the Use of Inside Information and Securities Trading

The Company manages the use of inside information in strict compliance with the laws, rules, and regulations of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand. Directors and senior executives are required to report their securities holdings and any changes to the Company Secretary prior to submission to the SEC, including holdings of their spouses or cohabiting partners, minor children, and related juristic persons. The Company Secretary must forward a copy of each report to the Chairman of the Board and the Chairman of the Audit Committee within 7 business days.

In addition, directors are required to disclose and report any purchase, sale, or holding of the Company’s ordinary shares to the Board of Directors at every meeting, and to report the securities holdings of their spouses and minor children to the Board each quarter. For further information on this policy, please visit www.apcs.co.th.

1.12 Training and Communication on Prevention of Use of Inside Information

The Company provides training and communication on the prevention of the use of inside information, along with related guidelines, for all directors, executives, and employees to acknowledge and follow. All employees are required to sign an acknowledgement of the policy content. Directors and senior executives are also required to report their interests and those of related persons upon first appointment, whenever changes occur, and annually thereafter. In the past year, there were no cases of securities trading using inside information by any director or executive of the Company.

1.13 Prevention of Conflict-of-Interest Policy and Interest Reporting

The Company recognises the importance of managing conflicts of interest in a careful, fair, and transparent manner. The policy stipulates that all business decisions must be made in the best interest of the Company and its shareholders, with clear disclosure of the shareholding structure and no cross-shareholding with any major shareholder. In Board meetings, any director with an interest in the matter under consideration is required to refrain from participating in the deliberation or from voting on that matter, to ensure impartial decision-making. In cases where connected transactions subject to shareholder approval are considered, shareholders with a special interest in such transactions are not entitled to vote.

Directors and senior executives must report their interests and those of related persons to the Company Secretary, who will forward a copy to the Chairman of the Board and the Chairman of the Audit Committee within 7 business days. The information is reviewed on a quarterly basis, and a summary report is presented to the Board of Directors annually. In the past year, there were no violations related to the prevention of conflicts of interest.

1.14 Connected Transactions

The Company’s policy requires that any connected transaction subject to disclosure or shareholder approval under the Stock Exchange of Thailand’s regulations must be disclosed in advance in accordance with the legally prescribed timeframe. Such disclosure covers: (1) the names and relationships of connected persons, (2) the pricing policy, (3) the transaction value, and (4) the Board of Directors’ opinion. In the past year, the Company had no cases of violation or non-compliance with rules regarding connected transactions or asset trading.

Section 5: Training and Regulatory Compliance

1.15 Training for Employees, Executives, and Directors

The Company places significant importance on the continuous development of personnel at all levels. Training is provided through both external speakers and in-house programmes, covering good corporate governance principles, the business code of conduct, anti-corruption policy, prevention of conflicts of interest, inside information policy, and information security. All new executives and employees are required to complete the training, pass knowledge assessments, and sign an acknowledgement, achieving a 100% completion rate.

For the Board of Directors, the Company communicates and raises awareness on business ethics and anti-corruption policy through online media, infographics, and by inviting external speakers to conduct in-office training. In 2025, all directors and executives received communication and training, achieving a 100% completion rate.

1.16 2025 Annual Training Statistics

In 2025, the Company and its subsidiaries had a combined total of 146 employees. The Company conducted a total of 1,997 training hours during the year, averaging 13.68 hours per person per year, with a training budget of THB 724,947, or an average of THB 4,965 per person per year. For courses on corporate governance and anti-corruption, all directors, executives, and new employees received communication, training, and knowledge assessments, achieving a 100% completion rate.

Indicator

2025 Figures

Total Employees (Company and Subsidiaries)

146 persons

Total Training Hours

1,997 hours / year

Average Training Hours per Person

13.68 hours / person / year

Total Training Budget

THB 724,947

Average Training Budget per Employee

THB 4,965 / person / year

CG & Anti-Corruption Training Coverage

100%

1.17 Compliance with Regulations, Laws, and Criteria

In 2025, the Company had no activities in violation of any regulatory authority’s rules, and there were no cases in which the Company was fined, accused, or subject to civil action by the SEC or the Stock Exchange of Thailand regarding the following:

(1)  Equitable treatment of shareholders in relation to share buybacks;

(2)  Preventing shareholders from communicating with each other; or

(3)  Non-disclosure of shareholders’ agreements (Shareholders’ Agreements) that have a material impact on the Company or other shareholders.

1.18 Responsibilities of the Board of Directors

In 2025, no director or executive of the Company committed any act in violation of any regulatory authority’s rules, and there were no cases in which the Company was fined, accused, or subject to civil action by the SEC, the Stock Exchange of Thailand, or the National Anti-Corruption Commission (NACC) in connection with fraudulent conduct. There were no cases of independent directors or non-executive directors resigning due to corporate governance issues, and no director was found to have committed any ethical misconduct.

1.19 Disclosure of Key Financial Information

In 2025, the Company was not placed under any regulatory notice or sign by any regulatory authority. There were no delays in the submission of quarterly or annual financial reports, and there were no cases in which the Company was required by the SEC to amend its financial statements. The Company discloses both financial and non-financial information accurately, completely, and in a timely manner via the SET’s SETLink system and the Company’s website at www.apcs.co.th, ensuring that shareholders, investors, analysts, media, and all other relevant parties have access to accurate, comprehensive, and transparent information.

Nomination and ASSESSMENT of Directors

2.1 Nomination of Directors

The Nomination and Remuneration Committee is responsible for identifying and selecting qualified candidates for appointment as directors, considering the composition of the Board against the Board Skill Matrix and Board Diversity framework to ensure that the Board possesses diverse knowledge, expertise, skills, and experience aligned with the Company’s business strategy. The restructuring of the Board and sub-committees in terms of size and composition has been reviewed and approved by the Nomination and Remuneration Committee.

As of 31 December 2025, the Board of Directors consists of 7 directors: 4 executive directors and 3 non-executive directors, all of the latter qualifying as independent directors in accordance with the Capital Market Supervisory Board's notifications. Directors collectively possess expertise across a broad range of disciplines, including engineering, business administration and economics, accounting and finance, industry, sustainability, risk management and safety, information technology, law, architecture, agriculture, and medicine and health.

The Company provides shareholders with the opportunity to nominate qualified candidates for consideration at least one month before the Nomination and Remuneration Committee reviews the nominees’ qualifications. In 2025, the nomination window was open for 46 days, from 15 November 2024 to 30 December 2024, via the Company’s website. No shareholders submitted nominations during this period.

2.2 Criteria for Nomination of Directors

The Nomination and Remuneration Committee considers candidates who meet the qualifications and do not have any prohibited characteristics under the Public Limited Companies Act B.E. 2535 (1992), the Securities and Exchange Act B.E. 2535 (1992), and related notifications and regulations of the Securities and Exchange Commission (“SEC”) and the Stock Exchange of Thailand (“SET”). Candidates must also possess the knowledge, capabilities, and experience that are beneficial to the Company; demonstrate honesty and business ethics; have sufficient time to devote to their duties; and align with the skills, experience, and diversity profile specified in the Board Skill Matrix.

The selection process is governed by a clear and transparent policy that takes into account Board diversity in terms of gender, ethnicity, nationality, skills, knowledge, experience, and expertise, in order to support the effective formulation of the Company’s strategy and business plans. The Director Pool maintained by the Thai Institute of Directors Association (IOD) may also be used as a supplementary source for candidate identification.

2.3 Director Nomination Process

The director nomination process complies with the Company’s Articles of Association and applicable legal requirements. It commences with an open opportunity for shareholders and existing directors to nominate qualified candidates. The Nomination and Remuneration Committee then reviews the Board’s structure and identifies the necessary competencies under the Board Skill Matrix before shortlisting and selecting candidates, with a thorough review of each nominee’s educational background and professional experience to support sound decision-making.

Once suitable candidates are identified, the Nomination and Remuneration Committee presents the nominees to the Board of Directors for approval, before submitting them to the Annual General Meeting of Shareholders for individual election. Pursuant to Article 17 of the Company’s Articles of Association, each shareholder shall cast votes to elect directors on an individual basis and may not split or allocate their votes unequally among candidates. Directors retire by rotation at one-third of the total Board each year, and directors who retire by rotation are eligible for re-election.

In 2025, no shareholders nominated any candidates for director consideration. The Nomination and Remuneration Committee therefore proceeded to conduct the search from among the directors retiring by rotation at the 2025 Annual General Meeting of Shareholders.

The Nomination and Remuneration Committee conducted a search for three directors retiring by rotation: Mr. Apichart Karoonkornsakul, Mrs. Pimparuda Pitakteeratham, and Mr. Prasit Hanpiyavatanasakul. As Mr. Apichart Karoonkornsakul expressed his intention to step down, the Committee proposed the re-election of Mrs. Pimparuda Pitakteeratham and Mr. Prasit Hanpiyavatanasakul for a further term, and the appointment of M.R. Pumin Varavarn as a new director. These appointments were approved by the 2025 Annual General Meeting of Shareholders on 23 April 2025.

2.4 Annual Performance Assessment of the Board of Directors

The Company conducts annual performance assessments of the Board of Directors and sub-committees during December–January each year, covering three formats: (1) whole-Board self-assessment, (2) sub-committee self-assessment, and (3) individual director self-assessment. The assessment forms are structured across six categories: Board structure and qualifications; roles, duties, and responsibilities; Board meetings; performance of directors; relations with management; and self-development of directors and executive development — in alignment with the Stock Exchange of Thailand's assessment framework. The results are used for the ongoing development of directors and the Board, and are disclosed in the Annual Report (Form 56-1 One Report).

2.5 Board Performance Assessment Process

The assessment process begins with the Nomination and Remuneration Committee reviewing the assessment forms and presenting them to the Board of Directors for acknowledgement. The Company Secretary then distributes the forms to each director for completion. Upon collection, the results, comments, and recommendations are compiled and submitted to the Nomination and Remuneration Committee for review, before being summarised and presented to the Board of Directors. The results are subsequently disclosed in the Annual Report.

In 2025, the Company conducted performance assessments of the Board of Directors and sub-committees across all formats, with results as follows:

(1) Whole-Board Self-Assessment covering six categories: Board structure and qualifications; roles, duties, and responsibilities; Board meetings; performance of directors; relations with management; and self-development of directors and executive development. The assessment result was rated "Excellent", with an average score of 239.14 out of a maximum of 240.00 points, representing 96.64%.

(2) Sub-Committee Self-Assessments

  • Audit Committee covering six categories: review of financial statement preparation; review of internal controls and risk management; general matters; selection and nomination of auditors and remuneration proposal; connected transactions or transactions that may give rise to conflicts of interest; and the Audit Committee's report. The assessment result was rated "Excellent", with an average score of 152.67 out of a maximum of 154.00 points, representing 99.13%.
  • Nomination and Remuneration Committee covering four categories: structure and composition of the Nomination and Remuneration Committee; roles, duties, and responsibilities; Committee meetings; and performance of Committee members. The assessment result was rated "Excellent", with an average score of 192.00 out of a maximum of 192.00 points, representing 100.00%.
  • Risk Management Committee covering two categories: structure and composition of the Risk Management Committee; and scope of authority, duties, and responsibilities. The assessment result was rated "Excellent", with an average score of 55.80 out of a maximum of 56.00 points, representing 99.64%.

(3) Individual Director Self-Assessment covering three categories: Board structure and qualifications; roles, duties, and responsibilities; and Board meetings. The assessment result was rated "Excellent", with an average score of 50.86 out of a maximum of 52.00 points, representing 97.80%.

(4) Chairman of the Board Self-Assessment covering five categories: qualifications of the Chairman of the Board; role in promoting effective Board performance; role in leading Board meetings; role as representative of the Company; and role in managing key relationships. The assessment result was rated "Excellent", with an average score of 76.00 out of a maximum of 76.00 points, representing 100.00%.

(5) Chief Executive Officer Self-Assessment covering ten categories: leadership; strategy formulation; strategy execution; financial planning and performance; relations with the Board; external relations; people management and organisational relations; succession planning; knowledge of products and services; and personal attributes. The assessment result was rated "Excellent", with an average score of 228.00 out of a maximum of 228.00 points, representing 100.00%.

2.6 New Director Orientation

The Company provides an orientation programme for every newly appointed director. An orientation package is prepared in accordance with the Board Orientation Checklist, covering: company information and business overview; directors’ roles, duties, and responsibilities; the Board of Directors’ and sub-committees’ charters; applicable laws and regulations; and key organisational policies including the Good Corporate Governance Policy, Business Code of Conduct, Anti-Corruption Policy, and ESG Policy. Newly appointed directors are also introduced to senior management for in-depth discussions, enabling them to raise and address any queries directly.

In 2025, the Company conducted an orientation for M.R. Pumin Varavarn, who was appointed as Director, Risk Management Committee Member, and Executive Committee Member, effective 23 April 2025, covering all items on the Board Orientation Checklist in full.

NOMINATION AND PERFORMANCE ASSESSMENT OF THE CEO / ACTING MANAGING DIRECTOR

2.7 Required Skills for the Nomination of the Company’s Leader

The Board of Directors has defined the essential skills required for the Chief Executive Officer (“CEO”) / Acting Managing Director, covering six key dimensions: Leadership, Strategy Execution, Financial Planning & Performance, Board Relations, External Relations & Investor Relations, and People Management & Succession Planning.

2.8 Criteria for Nomination of the Company’s Leader

The Nomination and Remuneration Committee considers candidates who are qualified, knowledgeable, and possess the necessary experience to best serve the Company and align with its business direction and strategy. Candidates must demonstrate honesty, ethics, a verifiable and unblemished employment history, the ability to express opinions and make decisions independently, and sufficient time to perform their duties. The leader must be able to manage the organisation free from the influence of any major shareholder or other shareholders.

Currently, Mrs. Pimparuda Pitakteeratham holds the position of Executive Chairman / Chief Executive Officer / Acting Managing Director, effective from 23 April 2025 pursuant to the resolution of the 2025 Annual General Meeting of Shareholders.

2.9 Nomination Process for the Company’s Leader

The Nomination and Remuneration Committee prepares the Succession Plan based on recommendations from the Executive Committee, for submission to the Board of Directors for consideration. The selection process emphasises transparency and fairness, with candidates drawn from both internal and external sources as appropriate and evaluated on their qualifications, leadership, vision, and integrity to ensure the Company secures a professional leader capable of driving sustainable organisational growth. Once a suitable candidate is identified, the nominee’s name and supporting rationale are submitted to the Board of Directors for appointment and for the determination of the scope of duties and authority.

2.10 CEO / Acting Managing Director Compensation (Short-Term and Long-Term)

The Company’s executive compensation structure is appropriately designed under clear and transparent criteria, comprising monthly remuneration and an annual performance bonus determined by pre-established performance targets, the Company’s operating results, the overall business environment, and compensation surveys of leading listed companies and peer-industry companies on the Stock Exchange of Thailand.

In 2025, the Company and its subsidiaries paid compensation to senior executives who held positions during the year, comprising salaries, provident fund contributions, and other benefits, totalling THB 29.04 million. No annual performance bonus was paid to executives in 2025. In addition, the Company paid board meeting allowances to executive directors totalling THB 925,000. The Company does not have an Employee Share Ownership Plan (ESOP) or an Employee Joint Investment Program (EJIP).

By comparison, the Company and its subsidiaries paid total compensation and benefits to 146 employees amounting to THB 107.54 million in 2025.

2.11 Securities Holdings of Directors and Executives

The Company requires directors and executives to report their securities holdings and any changes to the Company Secretary prior to submission to the SEC, including holdings of spouses or cohabiting partners, minor children, and related juristic persons. The Company Secretary forwards copies of such reports to the Chairman of the Board and the Chairman of the Audit Committee within 7 business days, and changes are reported to the Board at every quarterly meeting.

As of 31 December 2025, the shareholdings of directors and executives are as follows: Mr. Sompote Valyasevi (Chairman / Independent Director) holds 211,000 shares, representing 0.03%; Maj.Gen Prof of Clinical Dr. Kriengchai Prasongsukarn (Independent Director) holds 5,200,000 shares, representing 0.79%; Mrs. Pimparuda Pitakteeratham (Executive Chairman / CEO / Acting Managing Director) holds 852,400 shares, representing 0.13%. The remaining directors, namely Mrs. Ratana Anupasanant, M.R. Pumin Varavarn, Mr. Suriyon Udcharchon, and Mr. Prasit Hanpiyavatanasakul, hold no shares in the Company. All figures include the shareholdings of spouses or cohabiting partners and minor children of each director and executive, where applicable.

2.12 Performance Assessment of the CEO / Acting Managing Director

The Board of Directors requires a formal annual assessment of the performance of the Chief Executive Officer / Acting Managing Director. The Nomination and Remuneration Committee assesses performance against pre-established targets across both financial and non-financial dimensions. Financial dimensions include total revenue, net profit or loss, and cash flow. Non-financial dimensions include progress of EPC projects and new contract procurement; business expansion and development per plan; human capital development and succession planning; compliance with the CG Code and ESG policy; and customer, partner, and investor satisfaction. The assessment results are used as the basis for determining the annual remuneration and are submitted to the Board of Directors for approval.

Other Important Information

Persons Assigned Responsibility

Company Secretary

The Board of Directors’ Meeting No. 4/2566, held on 9 August 2023, resolved to appoint Meechai Thailand Law Office Company Limited as Company Secretary pursuant to Section 89/15 of the Securities and Exchange Act B.E. 2535 (1992), as amended by the Securities and Exchange Act (No. 4) B.E. 2551 (2008).

The scope of authority, duties, and responsibilities is as follows:

1.  Providing initial guidance to directors on compliance with applicable laws, regulations, rules, and the Company’s Articles of Association, and monitoring that such compliance is maintained consistently.

2.  Overseeing the disclosure of information and reports within the scope of responsibility in accordance with the rules and regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission.

3.  Preparing and maintaining the following documents:

    3.1  Director register

    3.2  Board of Directors’ meeting notices and meeting minutes

    3.3  Shareholders’ meeting notices and meeting minutes

    3.4  Annual Report of the Company

    3.5  Directors’ and executives’ conflict-of-interest reports

Person Assigned Direct Responsibility for Supervising Accounting

The Board of Directors’ Meeting No. 10/2565, held on 2 December 2022, resolved to appoint Mr. Prasit Hanpiyavatanasakul, in his capacity as Executive Director (Finance and Accounting), to serve as the person directly responsible for supervising the Company’s accounting operations, given his knowledge and experience in accounting.

Internal Audit Supervisor

The Audit Committee’s Meeting No. 1/2566, held on 28 February 2023, resolved to appoint Ms. Parichad Kajohnklin to serve as the Internal Audit Supervisor, based on her qualifications and experience in internal audit oversight.

Head of Investor Relations

Mr. Prasit Hanpiyavatanasakul, Executive Director and Head of Finance and Accounting, serves as the Head of Investor Relations of the Company, responsible for communicating with institutional investors, retail investors, shareholders, analysts, and relevant government agencies on an equitable and fair basis. Shareholders requiring additional information may contact the Investor Relations function directly through the following channels:

Address:  223/53, 13th Floor, Country Complex Tower A, Sunphawut Road, Bangna Tai, Bangna, Bangkok 10260 Thailand

Telephone:  (660) 2-361-5494

Facsimile:  (660) 2-361-5496

Email:  ir@apcs.co.th