The Erawan Group is managed on the principle of good corporate governance
The Board of Directors has determined a Corporate Governance (CG) Policy with commitment to pursue our business in accordance with the principles of good corporate governance, emphasize legal compliance, integrity and adherence to the Code of Conduct where information is disclosed with a transparency, robust internal control system and a strong check and balance mechanism are in place to enhance confidence among shareholders, financial institutions, business partners and all stakeholders by adopting the Corporate Governance Code, recognized as the standard in Thailand. The key principles of CG code are as follows:
- Establish Clear Leadership Role and Responsibilities of the Board
- Define Objectives that Promote Sustainable Value Creation
- Strengthening Board Effectiveness
- Ensure Effective President and People Management
- Nurture Innovation and Responsible Business
- Strengthening Effective Risk Management and Internal Control
- Ensure Disclosure and Financial Integrity
- Ensure Engagement and Communication with Shareholders
Furthermore, the Company is committed to operating its hotel business in alignment with Environmental, Social, and Governance (ESG) principles. We strive to strengthen our organization’s resilience and advance toward becoming a stable and sustainable regional leader in the hospitality industry.
Directors, executives, and all staff possess a good understanding and knowledge of the Corporate Governance Policy, Code of Conduct, Code of Ethics for Business Partners, and Anti-Corruption Policy. The Internal Audit Division is responsible for monitoring and auditing compliance with these policies. To enhance awareness and understanding, the Company has implemented several initiatives that are dissemination and communication through the company's website, incorporation of these policies into the orientation program for new employees and conduct the annual training courses.
Corporate Governance can be divided into eight areas as follows:
The Erawan Group has established a policy to conduct its business in accordance with good corporate governance principles by incorporating the best practices and ethical standards for business operations that align with the company's strategic plan. The Company has developed a Code of Conduct, which is regularly updated and disseminated to directors, executives, and employees to ensure awareness and consistent adherence throughout the organization. Policies and measures have been established to address critical areas, namely, the anti-competitive practices, the prevention of insider trading for personal gain, the data and information system security. Furthermore, the company has reviewed its working processes to identify and address potential flaws and improve operational efficiency, aiming to prevent the recurrence of issues.
Please see details at “Code of Conduct”
Board of Director’s Structure
The Company has set the qualifications of our directors not only are in line with the SET’s requirements but also are much more intensive. The Director’s office terms is three years each term with clear scopes of work and with power being balanced between non-executive directors that included the Chairman of the Board and the President isn’t the same person where their roles, authority and responsibilities are clearly separated to maintain balance between managing and supervising function.
The Board has appointed the sub-committees to clearly define duties and responsibilities and also has a rotation policy among directors to sit at different committees for appropriate timeframe and on appropriate occasions. Chairman of the sub-committee is responsible for submitting a clear-cut policy of his committee to the Board. Every committee must appoint a secretary, who will coordinate with directors and the management to ensure that the policy is applied in action and record minutes of meeting in writing.
The Board of Directors consists of twelve members, all of whom were appointed by the Shareholders' Meeting. The Board has established four sub-committees to oversee management in all aspects and has outlined the qualifications for directors to ensure experience in various fields such as finance, economy, management, business administration, marketing, service, tourism, law and property development as this will allow the Board to formulate business policies and goals, approve strategic plans and operations, supervise and audit the management’s performances and make sure the management is carried out under the principles of Good Corporate Governance. The evaluation of directors' qualifications is conducted without discrimination based on origin, race, skin color, gender, language, religion, or nationality and the average age of the board members is not over 60 years.
The term of office for directors and executive directors is three years, in accordance with the Company’s Articles of Association. At every Annual General Meeting of Shareholders (AGM), at least one-third of the directors must retire by rotation. One-third of the directors shall retire by rotation, with the retiring director is eligible for re-election.
Board of Director’s Composition
Board Skill Matrix
The Board of Directors has participated in establishing the policy and practice guideline of the executives which must cover to their core duties and responsibilities by allowing the management to independently establish the management strategic plan that align to objective and mission of the company then propose for the Board of Director’s approval.
Orientation for New Directors
The Committee assigned the President and the Company Secretary to arrange an orientation program for new directors to enhance their understanding of the Company’s business operations, strategic direction, and corporate governance framework. The orientation covers the Board structure, management structure, vision, mission, rules and regulations, business operations and performance, as well as the roles, duties, and responsibilities of directors. New directors are also encouraged to attend training programs organized by the Thai Institute of Directors Association (IOD).
Sub-committees are as follows:
1) The Audit Committee is composed of three independent directors, each possessing sufficient knowledge in accounting, finance, and the nature of the company’s business. The Committee is responsible for reviewing the company’s financial statements, assessing the adequacy of the internal control system, and regularly monitoring significant risk management practices. Additionally, the Audit Committee's responsibilities include reviewing the independence of the Internal Audit Division, approving the appointment, transfer, or termination of the head of the division who serves as its secretary, ensuring compliance with legal and regulatory requirements, selecting, appointing, and removing the external auditor, and determining the auditor's fees. The Committee is also tasked with reviewing and disclosing information related to connected transactions to ensure compliance with established criteria in an accurate and transparent manner.
2) The Executive Committee is composed of six members and is responsible for evaluating and formulating the company’s business plan and long-term strategy for submission to the Board of Directors for final approval. The Committee oversees investment projects, reviews the associated risks, and ensures that the risk management policy addresses all relevant risks, with effective implementation of mitigation strategies. Additionally, the Committee is tasked with reviewing the company’s risk management framework and its risk appetite.
3) The Nominating and Corporate Governance Committee is composed. of one independent director and two non-executive directors and is responsible for reviewing the structure of the Board, establishing qualifications for specific positions, selecting qualified candidates for directorships, and determining fair and reasonable criteria for directors' compensation. Additionally, the Committee is tasked with assessing the performance of the Board and other committees appointed by the Board. The Nominating and Corporate Governance Committee also oversees the adherence of directors, executive officers, and staff at all levels to Good Corporate Governance practices and the Code of Conduct.
4) The Management Development and Compensation Committee is composed of one independent director and three non-executive directors and is responsible for proposing development policies, assessing the knowledge, skills, and compensation of the Executive Management, formulating the executive management succession plan, and reviewing the company’s human resources development policy.
There also were the appointment of Sub-committees at management level to support the management performance in accordance with the good corporate governance principle. The Sub-committees are as follows:
1) The Risk Management Committee is composed of nine executives and is chaired by Mr. Youssef EL KHOMRI, Director and President. The Committee is responsible for systematically reviewing risk management plans, as well as monitoring and establishing risk management strategies and mitigation measures. Additionally, the Committee is tasked with managing crises and responding promptly to potential risks, both proactively and reactively.
2) The Sustainability Development Committee is composed of eleven executives and is chaired by Mr. Youssef EL KHOMRI, Director and President. It is responsible for driving sustainability-related policies and practices across the organization with flexibility and effectiveness. The Sustainability Development and Corporate Communication Division, along with other business units and/or departments designated by the Committee, will implement corporate sustainability practices at the operational level.
Role and Responsibilities of the Board of Directors and the Sub-Committee
Please see details at “Roles and Responsibilities”
The Board of Directors has been actively involved in establishing policies and guidelines for executives, ensuring that these cover their core duties and responsibilities. The management is granted the authority to develop a strategic plan that aligns with the company's objectives and mission, which is then submitted for the approval of the Board of Directors. To ensure the balance and oversight of the management's operations, the Board of Directors has clearly defined separate roles, duties, and responsibilities for the Chairman of the Board and the President and appoint one of the directors to be the Chairman of the Board who must not be the same person as the President.
The duties and responsibilities of the Chairman of the Board are as follows:
- To call for the meeting of the Board of Directors, preside over as the Chairman of the Meetings and the shareholders' meetings, ensure that the meetings are conducted orderly, comply with law, and requirements of the regulatory agencies, as well as to oversee the voting process. In the event of tie vote, Chairman of the Meeting shall have a casting vote. The Chairman will abstain from voting on matters in which he has an interest.
- To promote and support all directors to express their opinions independently for the benefit of the company and its shareholders as a whole, as well as to enhance the decision-making process of the directors to ensure responsibility and ethics.
- To monitor the performance of the board of directors to ensure effective governance of the organization, achieving objectives and key goals for the maximum benefit of the company, shareholders, and stakeholders.
- To oversee and review the appropriateness of the structure and effectiveness of the performance of the sub-committees.
- To strengthen the good relationship between the Company's board of directors and management, and support the performance of the President, Management, and Company Secretary to work together smoothly and effectively.
The Management Development and Compensation Committee is responsible for proposing policies for developing and accessing knowledge and capabilities then proposing to the Board of Directors the appointment of qualified individuals to be President.
The duties and responsibilities of President are as follows:
- To formulate the business plan and long-term strategy of the Company by joining with the Executive Committee and propose to the Board of Director for final approval.
- To formulate the Company’s business plan and strategy in accordance with the Company’s long-term strategy.
- To formulate the Company’s annual budget and allocate required resources to achieve annual goal.
- To manage human resources including recruiting, setting compensations, welfare and benefits, setting evaluation methods, appointing, removing and transferring staff and issuing rules, regulations and announcements as deemed appropriate.
- To set forth management structure, determine roles, duties and approval authorities to be efficient and suitable for the individual qualification and business condition.
- To develop various systems to ensure effective and efficient operations.
- To build and nurture corporate cultures to achieve long term sustainable growth.
- To develop skills, knowledge and competency of employees in accordance with the Company’s business plan and to develop the succession plan of all management level.
- To develop valid and sufficient databases and their storage as well as an efficient retrieval and display system.
- To represent and promote corporate image and profile to the public.
- To develop and enhance the company adherence of good corporate governance principles, with personnel having a sense of responsibility towards stakeholders, as well as society and the environment.
The Company Secretary’s duties and responsibilities are not less than stipulated in the Securities and Exchange Act (No. 4) B.E. 2551 and/or other related laws, rules and regulations have been stipulated. This includes:
Duties and Responsibilities of Company Secretary are as follows:
- To support the Board to perform its fiduciary duties with integrity and care as a normal person may do in the same situation; to offer advice to directors, the management, and staff to ensure compliance to the laws, rules and regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET) and other relevant legislations.
- To prepare and maintain important documents accurately and completely in accordance with the law, including the register of directors, meeting notices for the board of directors, supporting documents and minutes of board meetings, meeting notices for shareholders and minutes of shareholders' meetings, as well as the company's 56-1 report.
- To compile all necessary documents for board and shareholder meetings regarding significant matters as required by law or those that may impact the company's operations. Ensure that management provides the board with sufficient and appropriate supporting documents to facilitate thorough review prior to meetings, in accordance with good corporate governance principles
- To support the board of directors in implementing a robust system for managing material non-public information (MNPI) to prevent the leakage or misuse of significant company information.
- To monitor and coordinate the reporting of related party transactions by directors and executives to promote transparency and maximize shareholder value in public companies.
- To ensure that directors, executives, and accounting controller accurately report their securities holdings in accordance with the rules and regulations of The Securities and Exchange Commission, Thailand and The Stock Exchange of Thailand.
- To recommend and promote the implementation of a robust data management system within the company and require directors and executives to report changes in securities holdings and derivative contracts in accordance with legal and regulatory requirements. A summary of securities holdings should be presented to the board of directors at each meeting.
- To prepare 56-1 One Report sufficiently to distribute to shareholders and related people.
- To oversee the disclosure of information and reporting of relevant data to the regulatory authorities in accordance with the rules and regulations of The Stock Exchange of Thailand.
- To perform other relevant duties as assigned by the Board of Director and/or stipulated by The Securities and Exchange Commission, Thailand and The Stock Exchange of Thailand.
Meeting Attendance, Quorum and Resolution
The Company determines the schedule for Board meetings and sub-committee meetings in October of the preceding year. Directors and relevant parties are notified in advance, allowing them to plan their attendance accordingly.
At every board meeting, no fewer than 7 directors must attend the meeting to form a quorum. To adopt a resolution, no fewer than two-thirds of the entire committee must be present at the meeting. The resolution must be approved by a vote of not less than half of the directors present at the meeting. In the event of tie vote, Chairman of the Board shall have a casting vote. The sub-committee meetings require the attendance of at least two-thirds of all subcommittee members form a quorum. Any adopted resolution must be approved by a vote of not less than half of the subcommittee members present at the meeting.
Independence of the Board of Directors and Management
The Company separates the roles of Chairman of the Board and President to ensure an appropriate balance of power. At least once a year, a meeting is held between Non-Executive Directors and the Chairman without the President or other Executives, providing an opportunity for open and candid discussion on management performance.
In 2025, the Board of Directors held a session during the Board Meeting No. 8 on 24 November 2025 without of the President and other senior executives. The outcome of the discussion was verbally communicated to the President, without being recorded in the meeting minutes.
The Audit Committee holds annual meetings with independent directors, the External Auditors, and the Head of Internal Audit to review any issues or obstacles in performing their duties. The Head of Internal Audit also meets quarterly with the External Auditor to coordinate work, exchange insights, improve audit efficiency, and ensure reliable financial reporting and effective internal controls.
The Head of Internal Audit meets with the External Auditor on a quarterly basis to ensure smooth coordination, exchange audit insights, enhance audit efficiency, reduce work duplication, and strengthen assurance for the Audit Committee through collaborative risk management. These meetings help ensure the accuracy and reliability of the Company’s financial reporting and reinforce the effectiveness of the Company’s internal control system.
In 2025, the Company held eight Board meetings, four Audit Committee meetings, fourteen Executive Committee meetings, two Nominating and Corporate Governance Committee meetings, and two Management Development and Compensation Committee meetings. Minutes are documented and stored on erwgroup.sharepoint.com, with access granted to relevant internal stakeholders.
The Company Secretary distributes the evaluation forms for the Board of Directors, Sub-committees, and Self-assessments to all directors through electronic media and QR Code, facilitating their annual performance evaluation in accordance with the principles of good corporate governance for listed companies. The evaluation form is derived from the template provided by the Corporate Governance for Capital Market Department of the Stock Exchange of Thailand (SET), with adjustments made to align with the company’s business nature and to address the roles and responsibilities of the Board of Directors, Sub-committees, management, and the Company Secretary. Upon submission of the evaluation forms by all directors, the Company Secretary compiles the scores, summarizes the results, and presents them to the Nominating and Corporate Governance Committee. Subsequently, the findings are presented to the Board of Directors for discussion on how the evaluation outcomes can be used to enhance the Board’s overall effectiveness.
Summary of Performance Evaluation:
The Board’s 2025 performance evaluation was rated “Good”, achieving a score of 81.25%. The Board affirmed its structure is suitable and includes enough independent directors for balanced oversight. Directors have a clear understanding of their roles and responsibilities and do not hold positions in more than five other listed companies, allowing them to dedicate adequate time to attend meetings and effectively oversee and guide the Company’s strategic management, making independent decisions without undue influence.
All Directors diligently fulfill their duties, overseeing business management to maximize shareholder value. They maintain constructive relationships with management, promote open communication, and demonstrate a commitment to continuous self-development and executive development, ensuring a comprehensive understanding of the business. The Board has considered and incorporated directors’ recommendations to enhance the effectiveness of the Board, Management, and Company Secretary, thereby contributing to the Company’s overall operational success.
Director Nomination
The Committee considered and nominated qualified individuals for appointments as directors in accordance with Article 19 of the Company’s Articles of Association, at each Annual General Meeting of Shareholders, not less than one-third of the Directors shall retire. If the number of directors is not a multiple of three, the number of directors shall be closest to one-third. The directors retiring by rotation may be re-elected.
The channels for nominating new directors to fill vacant positions include the following:
- Providing shareholders with the right to propose the 2025 AGM agenda and Director Nominee in advance, within a 60-day period prior to the end of the fiscal year.
- Allowing Directors and Executive to propose qualified candidates.
- Utilizing the Director Pool database as a source for director recruitment by the Thai Institute of Directors
Criteria for Consideration
The Nominating and Corporate Governance Committee considers and selects individuals who meet the director’s qualifications, ensuring their suitability and alignment with the company's business strategy. The Committee aims to appoint directors who possess the knowledge, skills, and experience that are beneficial to the company. Nominated independent directors must meet the qualifications for independent directors as outlined in relevant laws and regulations. They must not possess any disqualifying characteristics and should demonstrate integrity and a strong sense of responsibility. Independent directors are expected to exercise due care and loyalty in fulfilling their duties, adhering to the guidelines of the selection and appointment of the Company’s directors. The Committee's recommendations are presented to the Board of Directors for endorsement and subsequent proposal to the Annual General Meeting of Shareholders for approval. Following the appointment of a director, the President and the Company Secretary arrange an orientation briefing to ensure that the director understands the company's business operations and strategic plan.
Directors Compensation Determination
The Nominating and Corporate Governance Committee reviewed the appropriateness and reasonableness of director remuneration by taking into account the scope of duties and responsibilities, the Company’s financial position and operating results, and benchmarking against companies in the same industry and with comparable revenue levels on an annual basis. Director remuneration comprises three components: fixed remuneration, meeting allowances, and directors’ bonuses. Directors serving on sub-committees receive additional remuneration commensurate with their responsibilities. The remuneration structure is proposed for approval by the Annual General Meeting of Shareholders on an annual basis.
The Nomination of Executives
The Management Development and Compensation is responsible for the nomination process and the preparation of a succession plan for the position of the President. In this regard, the Committee defines the required skills, knowledge, competencies, and potential of successor candidates and proposes such candidates to the Board of Directors for appointment as President. The proposed individual must be a person other than the Chairman of the Board in order to ensure an appropriate balance of power. This succession planning process aims to ensure continuity of operations and to prevent any disruption to the Company’s business.
With respect to the development of other management positions, responsibility lies with line management to oversee and develop personnel who are capable of succession. Succession planning is conducted across three management levels, ranging from Assistant Vice President to Director level, in order to enhance the efficiency of delegated decision-making from top management to lower levels, foster a sense of organizational ownership, and serve as a mechanism for the retention of high-potential and qualified personnel.
The Remuneration of Executives and Employee
The Management Development and Compensation Committee evaluated the performance of the President and considered his remuneration in accordance with the established performance targets, covering both short-term and long-term objectives. The performance assessment was based on four key dimensions: financial performance, customer satisfaction, internal process efficiency, and human resources and organizational development.
| Thai Institute of Directors (Thai IOD) | Attendees |
|---|---|
| Director’s Guide to Legal Obligations and Duties (DLD) No. 5/2025 | Mrs. Amporn Kanjanakumnerd |
| The Evolving Role of Audit Committee in Fostering Trust and Transparency (online) | Dr. Kulpatra SirodomMr. Ekasith Jotikasthira Dr. Pipat Luengnaruemitchai |
| Director’s Briefing 4/2025 ESG Risks Mitigation: Directors Must Know Before Risks Become Turning Points for the Organization (online) | Mrs. Panida Thepkanjana Mrs. Arada Vongkusolkit Mr. Gavin Vongkusolkit Ms. Kanokwan Thongsiwarugs |
| A Key to Corporate Success "Directors with a Strategic Role: The Heart of a Sustainable Organization" (online) | Mrs. Panida Thepkanjana |
| Director Forum 2025: Future-Ready Boards: Board Nomination and Compensation Strategies | Ms. Kanokwan Thongsiwarugs |
| Company Secretary Forum 2025: Behind Closed Doors: The Art of Conflict Management for Company Secretaries | Ms. Kanokwan Thongsiwarugs |
| Thai Listed Companies Association (TLCA) | Attendees |
|---|---|
| The 2nd Multilateral Collaboration for Sustainability: Continuing the Impact | Ms. Kanokwan Thongsiwarugs |
| CS Knowledge Sharing 2/2025: Implementing Stakeholder Reporting and Insider Information Policy (online) | Ms. Kanokwan Thongsiwarugs |
| Integrating Human Rights into Business (online) | Ms. Kanokwan Thongsiwarugs Ms. Sangjun Oranrittinun Dr. Arisna Rochanapruk |
| ESG: Opportunities and Risks (online) | Ms. Apinya Ngamapichon Ms. Kanokwan Thongsiwarugs |
The Company prioritizes the continuous development of the Board of Directors and Executives by enhancing their skills and knowledge. Accordingly, Knowledge Sharing Sessions have been integrated into the Board of Directors meetings. The session was attended by twelve directors and two executives (the Chief Financial Officer and the Company Secretary), and addressed the following topics:
1. “Analysis of Trump’s Economic Policies” by Dr. Pipat Lueangnaruemitjai, Board Meeting 1/2025, 24 February 2025.
2. “Fighting Corruption: Not Fighting Means the Nation Loses, Fighting Means Losing Allies” by Mr. Banyong Pongpanich, Board Meeting 5/2025, 30 July 2025.
Please see details at “Sustainability Development”