Corporate Governance

Corporate Governance Policy

SCG conducts business in line with an ESG approach with responsibility, transparency, and fairness, adhering to the long-practiced business principles defined in the SCG Code of Conduct on the basis of sustainable and balanced benefits, with the Board of Directors serving as role models in compliance with SCG’s principles of corporate governance and Code of Conduct.

SCG strives to become a role model in corporate governance and has incorporated this resolution in SCG’s Vision with the conviction that SCG’s corporate governance ensures fairness, transparency, and long-term economic value for shareholders while inspiring confidence in all stakeholders and enhancing the Company’s competitiveness to achieve sustainable growth.

The Governance and Nomination Committee is entrusted with the duty of overseeing SCG’s corporate governance matters, encompassing the establishment of policy and guidelines as well as monitoring the performances of the Board of Directors and the Management to ensure their compliance with SCG’s corporate governance policy. The Committee also monitors and evaluates compliance with the corporate governance policy as well as reviews related guidelines to ensure their alignment with business operations and corporate governance practices at national and international levels on a yearly basis. Moreover, corporate governance is specified as one of the main items on the agenda at the Board of Directors Meeting.

Practices on SCG’s Corporate Governance

SCG firmly upholds and complies with the principles of corporate governance both locally and internationally. Examples include the Principle of Good Corporate Governance for Listed Companies of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as well as the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institute of Directors (IOD). Added to this are the internationally recognized benchmarks, such as ASEAN Corporate Governance Scorecard (ACGS) and DJSI Sustainability Assessment. The Governance and Nomination Committee is charged with considering and proposing to the Board of Directors the establishment and implementation of the policy and guidelines for their approval. For issues that have yet been established as policies or implemented, the Management is to report to the Governance and Nomination Committee for review on an annual basis.

The Board of Directors has compiled knowledge and practices in management passed down from generation to generation and proven to be in alignment with the corporate governance principles, and they have been codified into SCG’s corporate governance guidelines, first published in 2003 and last updated in 2022. The booklet is now also published on the Company’s website (www.scg.com).

In 2022, the Company was rated on corporate governance practices by various agencies and achieved awards as follows:

• Rated “Excellent” in the Corporate Governance Report of Thai Listed Companies (CGR) 2022, carried out by the Thai Institute of Directors Association (IOD).
• Scored a full score of 100 in the evaluation of the quality of Annual General Meeting of Shareholders for the year 2021 (AGM checklist) of listed companies by the Thai Investors Association.
• Won an ASEAN Asset Class PLCs Award for the second consecutive year in the 2021 ASEAN CG Scorecard, an initiative of the ASEAN Capital Markets Forum (ACMF) supported by the Asian Development Bank (ADB) recognizing ASEAN listed companies with commendable corporate governance practices.
• Listed in Thailand Sustainability Investment (THIS) for the eighth consecutive year in 2022 from the Stock Exchange of Thailand.
• Received the following awards at SET Awards 2022, hosted by the Stock Exchange of Thailand:
  • Sustainability Awards of Honor, offered to the listed companies with outstanding sustainability practices, for the fifth consecutive year.
  • Outstanding Investor Relations Awards.
• Won the Thailand Corporate Excellence Awards 2022, hosted by the Thailand Management Association (TMA) and Sasin Graduate Institute of Business Administration of Chulalongkorn University for having received the highest votes from top executives in the following categories:
  • Leadership Excellence
  • Innovation Excellence
  • Human Resource Management Excellence, for the 20th consecutive year
  • Sustainable Development Excellence by SCG Cement-Building Materials Co., Ltd. SCG also earned distinguished awards in the following categories:
  • Sustainable Development Excellence, jointly with SCG Cement-Building Materials Co., Ltd.
  • Innovation Excellence
  • Financial Management Excellence
  • Product / Service Excellence by SCG Cement-Building Materials Co., Ltd.
  • SMEs Excellence Awards, jointly with CNI Engineering Supply Co., Ltd., for supporting sustainable growth of SMEs
• Received Human Rights Award 2022 in the private sector category for the third consecutive year by the Rights and Liberties Protection Department of the Thai Ministry of Justice.
• Recognized as a leading company in the “Low Carbon and Sustainable Business Index” for the fourth consecutive year by the Thailand Greenhouse Gas Management Organization (Public Organization)
• Won a gender-inclusive workplace award at UN Women 2022 Thailand Women’s Empowerment Principles (WEPs) Awards, hosted by UN Women to recognize organizers with excellent practices in accordance with Women’s Empowerment Principles (WEPs), support gender equality in the business sector and enhance the participation of business leaders in accordance with the principles of corporate governance and social responsibility, which enable organizations to grow sustainably and stably and reduce economic and social inequalities.

Document	Download
Annual Corporate Governance Report of SCC
1. The Right of Shareholders
Shareholder Proposal
2. The Equitable Treatment of Shareholders
Blackout Period
3. The Role Of Stakeholders in Corporate Governance
Tax Policy
Whistleblowing Policy
SCG Whistleblower System
Stakeholder Engagement Policy
SCG Antitrust Policy
Diversity and Inclusion Policy
SCG Procurement and Vendor Selection Policies and Guidelines
4. Disclosure and Transparency
Insider Trading Policy
Disclosure Policy
5. Responsibilities of the Board
Charter of the Board of Directors
Charter of the Audit Committee
Charter of the Governance and Nomination Committee
Charter of the Remuneration Committee
Charter of the CSR Committee
Qualifications of Independent Directors of SCC
Policy on Attendance at the Board of Directors Meetings
Policy on Limitation of the Number of Listed Companies Where Directors May Hold Directorship
Policy on the Target Share of the Independent Directors on the Board
Policy on Director Qualifications and Nomination
Comparison of Definition of Independent Director
Board Composition and Independence

For more information, please contact:
Corporate Secretary Office, The Siam Cement Public Company Limited
1 Siam Cement Road, Bangsue, Bangkok 10800, Thailand
E-mail: corporatesecretary@scg.com