Corporate Governance
Supporting the Sustainable Development Goals
Targets
- Result of the Corporate Governance Report of Thai Listed Companies (CGR) at a 5-star level by 2028
Performance
from their positions due to fraud issues or non-compliance with good corporate governance principles
Challenges and Opportunities
Amid the rapid changes in the technology business, Turnkey Communication Services Public Company Limited (“TKC”) recognizes that good corporate governance is both a challenge and a key opportunity to build trust and achieve sustainable growth. The Company is committed to conducting business ethically, transparently, with respect for rights, and with responsibility toward society, the environment, and all stakeholders, in order to cope with the complexity of the business environment. In addition, the Company has adopted the principles of Good Corporate Governance for listed companies, in accordance with the guidelines of the Stock Exchange of Thailand, as a framework for organizational management. This ensures efficient operations, auditability, and long-term risk reduction.
The Company believes that adhering to good governance, ethics, and integrity not only strengthens organizational credibility but also provides opportunities to enhance value and competitiveness. Therefore, the Company is committed to regularly reviewing and improving its corporate governance policies to align with changes in business, laws, and societal expectations, leading to stable and sustainable growth in the long term.
Management Approach and Value Creation
Structure of the Board of Directors
The Company has a management structure with clearly separated roles, duties, and responsibilities among the Board of Directors, subcommittees, and management. This separation is designed to ensure checks and balances, maintain independence, and enable transparent and auditable management. It helps build trust among stakeholders and confidence in a transparent and fair management system. In addition, the Board of Directors has established subcommittees to ease its responsibilities in various areas, totaling 5 committees as follows:
Audit Committee
Nomination and Remuneration Committee
Risk Management Committee
Corporate Governance and Sustainability Development Committee
Executive Committee
The Company also has a management team responsible for conducting business operations and overall management, with the Chief Executive Officer serving as the highest-ranking executive.
Composition of the Board of Directors
The Company’s Board of Directors consists of a total of 11 members, including 4 independent directors (including the Chairman of the Board), representing 36.36% of the total Board. The Board has the authority, duties, and responsibilities to supervise and manage the Company in compliance with laws, objectives, and the Company’s Articles of Association, as well as lawful resolutions of shareholders’ meetings, with honesty and prudence in safeguarding the interests of the Company and its shareholders. The Board ensures a clear management structure with proper checks and balances and auditability.
| Name | Position | Tenure (Years) | Age (Years) | Gender | Independence |
|---|---|---|---|---|---|
| 1. Mr. Kittisak Amornchairojkul |
|
|
65 | Male | Yes |
| 2. Mr. Wiwat Wetthayanukool |
|
|
68 | Male | Yes |
| 3. Mr. Pichai Chainarongloka |
|
|
53 | Male | Yes |
| 4. Mr. Khemchart Nantasaguanthai |
|
|
42 | Male | Yes |
| 5. Mr. Sayam Tiewtranon |
|
|
53 | Male | No |
| 6. Mr. Piya Jurapapongsa |
|
|
50 | Male | No |
| 7. Ms. Radakarn Meetam |
|
|
53 | Female | No |
| 8. Mr. Sithidej Mayalarp |
|
|
48 | Male | No |
| 9. Ms. Kulnada Oranraktham |
|
|
57 | Female | No |
| 10. Ms. Sureerat Prachayanukul |
|
|
53 | Female | No |
| 11. Mrs. Sasinet Baholyodhin |
|
|
39 | Female | No |
Note: *Mr. Kittisak Amornchairojkul, Mr. Wiwat Wetthayanukool, and Mr. Pichai Chainarongloka, have served as independent directors for more than nine years. However, they continue to possess the qualifications of independent directors in accordance with the applicable criteria and relevant laws, and are able to express their opinions independently.
In this regard, the Company has a total of
11 directors
in office, Of these
Male Directors
7 directors
representing 63.64%
Female Directors
4 directors
representing 36.36%
Unit: %
The directors’ ages range between 39 - 68 years, categorized as follows:
Executive Directors
3 directors
representing 27.27%
serving as Managing Director and Deputy Managing Directors
Non-Executive Directors
8 directors
representing 72.73%
of whom 4 are independent directors (including the Chairman), accounting for one-half or 50% of the non-executive directors
The Chairman of the Board is an independent director, is non-executive, and is not the same person as the Chairman of the Executive Committee,
in order to ensure transparency and auditability in operations
Qualifications of the Board of Directors
The Board of Directors comprises individuals with knowledge, skills, professional diversity, and experience beneficial to the Company. They play a role in determining policies, the overall organizational direction, business plans, and have a key role in supervising, monitoring, and evaluating the Company’s performance to ensure it aligns with the set plans. They also ensure that the Company operates in compliance with laws, regulations, and shareholders’ resolutions, with honesty, integrity, and ethics under the Company’s code of conduct, including overseeing that the management operates in accordance with the established goals and directions, creating maximum benefits for the Company and its shareholders. The details are as follows:
- A person with knowledge, capability, honesty, integrity, business ethics, and sufficient time to dedicate knowledge and perform duties for the Company
- Possesses full qualifications and does not have any prohibited characteristics under the Public Limited Companies Act, the Securities and Exchange Act, and other relevant laws, including not having any characteristics indicating lack of trustworthiness to manage a company with public shareholders as prescribed by the Capital Market Supervisory Board
- Not engaging in a business of the same nature and in competition with the Company, or becoming a partner or director in another juristic person conducting the same nature of business in competition with the Company, whether for personal or others’ benefit, unless such matter has been disclosed to the shareholders’ meeting prior to appointment
- Independent directors must possess independence qualifications as defined by the Company and in accordance with the criteria set by the Capital Market Supervisory Board, and must be able to equally protect the interests of all shareholders to prevent conflicts of interest. In addition, they must be able to attend Board meetings and express independent opinions
Details of qualifications, profiles, and positions held by each director can be found in the Annual Report (Form 56-1 One Report) and at: Board of Directors
There is no director who holds positions as a director in more than 5 listed companies.
Qualifications of Independent Directors
The Company defines the qualifications of independent directors in accordance with the requirements of the Stock Exchange of Thailand. In addition, the Company stipulates that independent directors must not serve as directors in more than 5 listed companies.
Nomination and Selection of Directors and Executives
The Company has a Nomination and Remuneration Committee responsible for selecting and nominating qualified individuals to be appointed as directors and the Chief Executive Officer, as well as selecting directors to serve on subcommittees. The consideration is based on the Board Skill Matrix, which evaluates the qualifications, skills, knowledge, and experience required for the desired directors. It also considers the structure and criteria for remuneration and conducts the selection process in accordance with the established nomination procedures, before proposing to the Board of Directors for approval in compliance with applicable laws.
Nomination and Selection Process
To ensure transparency, the Nomination and Remuneration Committee is responsible for establishing criteria for the nomination and selection of individuals who are appropriate to be proposed as new directors when vacancies arise (due to resignation or term expiration). The nominations are proposed to the Board of Directors or the shareholders’ meeting for the appointment of directors. Consideration is given to the composition of the Board, knowledge, independence, competence, and experience beneficial to the Company, in accordance with the Board Skill Matrix and director pools of the Ministry of Finance and the Thai Institute of Directors Association (IOD). Candidates must also have no conflict of interest with the Company. In addition, the qualifications of candidates must align with the Company’s business strategy. The nomination and selection process considers the following criteria:
Board diversity in the nomination and selection process
The Company places importance on Board diversity, considering differences in social background, race, gender, religion, beliefs, and culture, to ensure a diverse Board structure and composition.
Consideration of qualifications, knowledge, or experience relevant to the information and communication technology (ICT) business
The Company considers qualified experts with experience and expertise from various professional fields necessary for balanced management of the Company and its subsidiaries, such as individuals with knowledge in information and communication technology business, legal/law, accounting/finance, and investment.
Board Skills Matrix
| Name | Management | Human Resources | Investment and Securities | Information Technology | Legal and Compliance | Sales and Marketing | Accounting and Finance | Engineering | Risk Management | Audit |
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Mr. Kittisak Amornchairojkul | ||||||||||
| 2. Mr. Wiwat Wetthayanukool | ||||||||||
| 3. Mr. Pichai Chainarongloka | ||||||||||
| 4. Mr. Khemchart Nantasaguanthai | ||||||||||
| 5. Mr. Sayam Tiewtranon | ||||||||||
| 6. Mr. Piya Jurapapongsa | ||||||||||
| 7. Ms. Radakarn Meetam | ||||||||||
| 8. Mr. Sithidej Mayalarp | ||||||||||
| 9. Ms. Kulnada Oranraktham | ||||||||||
| 10. Ms. Sureerat Prachayanukul | ||||||||||
| 11. Mrs. Sasinet Baholyodhin |
Subcommittee Information
Audit Committee
The Audit Committee has 3 persons, consisting of
| No. | Name | Position |
|---|---|---|
| 1 | Mr. Wiwat Wetthayanukool | Chairman of the Audit Committee and Independent Director |
| 2 | Mr. Pichai Chainarongloka | Audit Committee and Independent Director |
| 3 | Mr. Khemchart Nantasaguanthai | Audit Committee and Independent Director |
Whereby Mr. Wiwat Wetthayanukool is a person with sufficient knowledge and experience in accounting to perform duties in reviewing the reliability of the company’s financial statements. Mr. Arnon Champapoe, Company Secretary, is the secretary of the Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee has 3 persons, consisting of
| No. | Name | Position |
|---|---|---|
| 1 | Mr. Kittisak Amornchairojkul | Chairman of the Nomination and Remuneration Committee and Independent Director |
| 2 | Mr. Pichai Chainarongloka | Nomination and Remuneration Committee and Independent Director |
| 3 | Mr. Sayam Tiewtranon | Nomination and Remuneration Committee |
Whereby Mr. Kittisak Amornchairojkul, Chairman of the Nomination and Remuneration Committee, and Mr. Pichai Chainarongloka, the second member of the Nomination and Remuneration Committee, are Independent Directors.
Risk Management Committee
The Risk Management Committee has 5 persons, consisting of
| No. | Name | Position |
|---|---|---|
| 1 | Mr. Pichai Chainarongloka | Chairman of the Risk Management Committee and Independent Director |
| 2 | Mr. Sayam Tiewtranon | Risk Management Committee |
| 3 | Mr. Piya Jirapapongsa | Risk Management Committee |
| 4 | Ms. Radakarn Meetam | Risk Management Committee |
| 5 | Dr. Panupat Poocharoen | Risk Management Committee |
Whereby Mr. Pichai Chainarongloka, Chairman of the Risk Management Committee is an Independent Director. Members No. 1–4 are Directors of the Company, while Member No. 5 is an Executive.
Corporate Governance and Sustainability Development Committee
The Corporate Governance and Sustainability Development Committee has 4 persons, consisting of
| No. | Name | Position |
|---|---|---|
| 1 | Mr. Khemchart Nantasaguanthai | Chairman of the Corporate Governance and Sustainability Development Committee and Independent Director |
| 2 | Mr. Sayam Tiewtranon | Corporate Governance and Sustainability Development Committee |
| 3 | Mr. Piya Jirapapongsa | Corporate Governance and Sustainability Development Committee |
| 4 | Ms. Radakarn Meetam | Corporate Governance and Sustainability Development Committee |
Whereby Mr. Khemchart Nantasaguanthai, Chairman of the Corporate Governance and Sustainable Development Committee is an Independent Director, and Members No. 1–4 are Directors of the Company.
Duties of the Board of Directors
The Board of Directors has an important role in determining the vision, mission, and strategy of the company, together with supervising the operations to be in accordance with the goals and creating sustainable value for shareholders and stakeholders, including overseeing risk management, financial transparency, remuneration management, and sustainability in various dimensions.
Summary of Board of Directors Meeting in Year 2025
| Name | Number of Meetings Attended / Total Number of Meetings | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Board of Directors | Audit Committee | Nomination and Remuneration Committee | Risk Management Committee | Corporate Governance and Sustainability Development Committee | Executive Committee | Annual General Meeting | |||
| Total | Physical Meeting | E-Meeting | |||||||
| 1. Mr. Kittisak Amornchairojkul | 5/5 | 5/5 | - | - | 2/2 | - | - | - | 1/1 |
| 2. Mr. Wiwat Wetthayanukool | 5/5 | 5/5 | - | 4/4 | - | - | - | - | 1/1 |
| 3. Mr. Pichai Chainarongloka | 5/5 | 5/5 | - | 4/4 | 2/2 | 4/4 | - | - | 1/1 |
| 4. Mr. Khemchart Nantasaguanthai | 5/5 | 5/5 | - | 4/4 | - | - | 2/2 | - | 1/1 |
| 5. Mr. Sayam Tiewtranon | 5/5 | 5/5 | - | - | 2/2 | 4/4 | 2/2 | 10/12 | 1/1 |
| 6. Mr. Piya Jurapapongsa | 5/5 | 5/5 | - | - | - | 4/4 | 2/2 | 11/12 | 1/1 |
| 7. Ms. Radakarn Meetam | 5/5 | 5/5 | - | - | - | 4/4 | 2/2 | 12/12 | 1/1 |
| 8. Mr. Sithidej Mayalarp | 5/5 | 4/5 | 1/5 | - | - | - | - | - | 1/1 |
| 9. Ms. Kulnada Oranraktham | 5/5 | 5/5 | - | - | - | - | - | - | 1/1 |
| 10. Ms. Sureerat Prachayanukul | 5/5 | 5/5 | - | - | - | - | - | - | 1/1 |
| 11. Mrs. Sasinet Baholyodhin | 5/5 | 4/5 | 1/5 | - | - | - | - | - | 1/1 |
| 12. Mr. Panupat Poocharoen (Ph.D.)* | - | - | - | - | - | 2/4 | - | - | 1/1 |
Note: * Executive Management
Roles and Responsibilities for Sustainability
The Company recognizes that sustainable development is a key factor in achieving business growth while creating long-term economic, social, and environmental value. Accordingly, the Company has established a sustainability governance structure that encompasses all levels of the organization, with clearly defined roles, duties, and responsibilities at the Board, management, and operational levels. This structure is designed to drive, support, monitor, and review sustainability performance to ensure alignment with the Company’s strategy, business objectives, and stakeholder expectations.
The Company’s sustainability governance structure consists of three levels:
Board Level
The Board of Directors is responsible for overseeing the Company’s overall sustainability performance, establishing strategic direction, policies, and objectives, and monitoring implementation and performance. The Board ensures that sustainability management is appropriately integrated into the Company’s business operations and risk management processes.
Management Level
The Corporate Governance and Sustainability Development Committee is responsible for overseeing, providing guidance, monitoring performance, and approving relevant initiatives to drive the organization toward sustainable development. Its key roles and responsibilities are as follows:
- To consider and determine targets, policies on sustainable development management, strategies, as well as sustainability action plans that are aligned with the organization’s business operations in economic, social, and environmental aspects, and to review such policies at least once a year.
- To determine short-term and long-term strategies and targets, including considering material issues (Materiality) in accordance with international practices.
- To have the authority to appoint the Sustainability Development Management (SDM) working team to jointly take responsibility and carry out various operations.
- To supervise and monitor compliance with sustainability policies, strategies, and action plans through the Sustainability Development Management (SDM).
- To determine material sustainability issues (Materiality) and provide opinions to the Board of Directors regarding sustainability development policies aligned with the Company’s good corporate governance framework for submission to the Board of Directors for approval.
- To promote and support the Company’s activities to achieve the objectives under the sustainability development management policy.
- To supervise, review, monitor progress, and evaluate the effectiveness of operations under sustainability development management policies.
- To have the authority to request information from relevant units and to invite relevant persons to attend meetings to provide necessary information.
- To consider and provide recommendations and approve sustainability development reports for submission to the Board of Directors for approval.
- To consider and approve the Sustainability Report prior to disclosure.
- To report performance results to the Board of Directors for acknowledgment at least once a year.
- To evaluate its own performance and the overall performance of the Sustainability Development Committee, as well as to assess the adequacy of its charter on an annual basis.
- To perform other duties as deemed appropriate to ensure that the Company’s sustainability development achieves the specified objectives or as assigned by the Board of Directors.
Operational Level
The Sustainability Development Working Group consists of nine sub-working groups. To ensure that sustainability management covers all dimensions, the Company has established nine sustainability working groups to oversee and implement activities related to the Company's key sustainability matters, as follows:
- Sustainability Steering Committee
- Environmental Management Working Committee
- Employee Welfare Committee
- Occupational Safety, Health, and Working Environment Committee
- Personal Data Protection Working Committee
- Technology Monitoring Working Committee
- Cybersecurity Working Committee
- Risk Management Working Committee
- Electronic Documents and Transactions Steering Committee
Performance Evaluation of the Board of Directors
The Company conducts an annual performance evaluation of the Board of Directors and its sub-committees, both on an individual and a collective basis. The purpose of the evaluation is to acknowledge performance outcomes and to support the development and enhancement of the Board’s effectiveness in alignment with good corporate governance principles.
- Structure and composition of the Board
- Roles, duties, and responsibilities of the Board
- Board meetings
- Board performance dynamics
- Relationship with management
- Director development
- Board reporting
- Other matters
Subcommittee Board Member Performance Results
| Sub-Committee | Performance Evaluation (%) | Level |
|---|---|---|
| Board of Directors | 100.00 | Excellent |
| Individual Directors | 98.91 | Excellent |
| Audit Committee | 100.00 | Excellent |
| Nomination and Remuneration Committee | 100.00 | Excellent |
| Risk Management Committee | 90.00 | Excellent |
| Corporate Governance and Sustainability Development Committee | 100.00 | Excellent |
| Executive Committee | 91.67 | Excellent |
| CEO | 92.00 | Excellent |
Policy on Remuneration of Directors and Executives of the Company
Directors’ Remuneration
The Nomination and Remuneration Committee of the Company is responsible for proposing guidelines and determining directors’ remuneration at an appropriate level, benchmarked against companies of similar size within the same industry. Such consideration is based on performance, as well as the appropriateness of the scope of duties and responsibilities of each director in the past year. The criteria for remuneration of the Board of Directors and sub-committees are as follows:
| Committee | 2023 | 2024 | 2025 | |||
|---|---|---|---|---|---|---|
| Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | |
| Board of Directors | ||||||
| Chairman | 22,000 | 16,000 | 24,000 | 16,000 | 24,000 | 16,000 |
| Director | 14,000 | 10,000 | 15,000 | 12,000 | 15,000 | 12,000 |
| Audit Committee | ||||||
| Chairman | 18,000 | 12,000 | 22,000 | 15,000 | 22,000 | 15,000 |
| Director | 15,000 | 12,000 | 18,000 | 12,000 | 18,000 | 12,000 |
| Risk Management Committee | ||||||
| Chairman | 18,000 | 12,000 | 18,000 | 12,000 | 18,000 | 12,000 |
| Director | 15,000 | 12,000 | 15,000 | 12,000 | 15,000 | 12,000 |
| Nomination and Remuneration Committee | ||||||
| Chairman | 18,000 | 12,000 | 18,000 | 12,000 | 18,000 | 12,000 |
| Director | 15,000 | 12,000 | 15,000 | 12,000 | 15,000 | 12,000 |
| Corporate Governance and Sustainability Development Committee | ||||||
| Chairman | - | - | - | 12,000 | 18,000 | 12,000 |
| Director | - | - | - | 12,000 | 15,000 | 12,000 |
Other Benefits
-None-
Directors who also serve as executives of the Company and receive remuneration in the form of a salary shall not be entitled to directors’ remuneration as specified in the above table.
In 2025, the Company paid monetary remuneration to the Board of Directors and subcommittee members totaling Baht 3,848,000, with details as follows:
| Name | Position | 2023 | 2024 | 2025 | |||
|---|---|---|---|---|---|---|---|
| Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | Monthly Remuneration (Baht/Month) | Meeting Allowance (Baht/Time) | ||
| 1. Mr. Kittisak Amornchairojkul |
Chairman of the Board of Directors Chairman of the Nomination and Remuneration Committee Independent Director |
480,000 | 140,000 | 496,000 | 160,000 | 504,000 | 104,000 |
| 2. Mr. Wiwat Wetthayanukool |
Chairman of the Audit Committee Independent Director |
384,000 | 116,000 | 424,000 | 125,000 | 444,000 | 120,000 |
| 3. Mr. Pichai Chainarongloka |
Chairman of the Risk Management Audit Committee Nomination and Remuneration Committee Independent Director |
744,000 | 164,000 | 776,000 | 248,000 | 792,000 | 180,000 |
| 4. Mr. Khemchart Nantasaguanthai |
Chairman of the Corporate Governance and Sustainability Development Committee Audit Committee Independent Director |
348,000 | 116,000 | 380,000 | 128,000 | 612,000 | 132,000 |
| 5. Mr. Sithidej Mayalarp | Director | 168,000 | 80,000 | 176,000 | 80,000 | 180,000 | 60,000 |
| 6. Ms. Kulnada Oranraktham | Director | 168,000 | 80,000 | 176,000 | 80,000 | 180,000 | 60,000 |
| 7. Ms. Sureerat Prachayanukul | Director | - | - | 120,000 | 60,000 | 180,000 | 60,000 |
| 8. Mrs. Sasinet Baholyodhin | Director | - | - | 15,000 | 12,000 | 180,000 | 60,000 |
Other Benefits
-None-
In 2025, Mr. Piya Jirapongsa, serving as the Chaiman of IBS Corporation Ltd (a subsidiary), received a monthly remuneration and meeting allowance totaling 344,000 baht for his role as a director
Remuneration of the Managing Director
The Company has established policies and procedures for determining executive remuneration and its structure. The Nomination and Remuneration Committee is responsible for considering and approving the policies and criteria for determining the Managing Director’s remuneration. The Managing Director’s remuneration is set at a reasonable and appropriate level, taking into account the Company’s performance, alignment with its long-term strategies and objectives, as well as the individual’s experience, duties, scope of roles, and responsibilities.
Other Benefits
-None-
Executive Compensation
The Company has established policies and procedures for determining executive remuneration and its structure. Currently, the Board of Directors has delegated authority to management to consider and determine executive remuneration, and deems the current remuneration structure to be appropriate. However, once the Nomination and Remuneration Committee has been fully appointed, it will be responsible for considering and approving the policies and criteria for executive remuneration going forward.
Executives receive both fixed monthly remuneration and variable remuneration based on the Company’s performance. The remuneration is determined at a reasonable and appropriate level, taking into account duties and responsibilities, past performance, expected future performance, the Company’s overall performance, and benchmarking against comparable industry practices. This is to ensure alignment with the Company’s objectives and to incentivize executives to achieve business goals.
For the year 2025, the Company paid remuneration to 13 executives, consisting of salaries and short-term benefits, totaling 27,519,232.15 Baht.
Unit: Baht
| 2023 | 2024 | 2025 |
|---|---|---|
| 20,853,019.58 | 21,340,496.00 | 27,519,232.15 |
Other Benefits
-None-
Auditor
The Company's auditor for the years 2025 is Ms. Nuntika Limviriyalers, a certified accountant with license number 7358.
Audit Fee
The Company, along with its subsidiaries, has disbursed accounting fees to the Pricewaterhouse Coopers ABAS Limited. The details are as follows:
Unit: Baht
| Details | Audit Fee | Non-Audit Fee | ||||
|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | |
| The Company | 3,600,000 | 3,650,000 | 3,650,000 | None | None | None |
| Subsidiaries | 1,100,000 | 750,000 | 750,000 | None | None | None |
| Total | 4,700,000 | 4,400,000 | 4,400,000 | None | None | None |
