Corporate Governance
Our Commitment
The company is firmly committed to conducting business with integrity, honesty, and fairness, placing significant importance on adhering to good corporate governance principles, which are essential for building the credibility and sustainability of the organization.
The company clearly expresses its intent and determination to combat corruption and misconduct in all forms, while also supporting and promoting a strong sense of accountability among directors and personnel at all levels to oppose corruption and any non-transparent actions in all aspects of work.
To foster correct values and instill firm trust, the company supports responsible and transparent operations, while promoting an organizational culture that upholds ethics, ensuring that the company remains a credible and trustworthy organization for all stakeholders. Adhering to these principles will create the highest value for the company by promoting transparency, credibility, and strong relationships between the company and its stakeholders, leading to long-term sustainable development and growth.
The company recognizes that good corporate governance is essential for achieving its business sustainability goals, which are the foundation of all its operations and activities. It aims to ensure transparency, fairness, and accountability. The company is committed to promoting good governance principles, including conducting business appropriately and ethically, as well as combating bribery and corruption, which are key processes in strengthening the organization for efficient management and adherence to business management standards and ethical practices in line with the company’s intentions. This demonstrates operations that are transparent and auditable, which will help the company mitigate negative impacts on stakeholders.
Furthermore, the company focuses on developing flexible operational strategies that align with changes in the business environment to enhance stability and increase long-term competitiveness. The company places significant emphasis on business operations that consider the environment, society, and governance (ESG), recognizing its role and responsibility in creating positive impacts on the community and the environment throughout its operations.
With this vision, the company is dedicated to creating sustainable value for all stakeholders, while also building confidence among investors, employees, customers, and the communities it serves, aiming to become a trustworthy organization with sustainable growth in the future.
Supporting The SDGs Goal
Advancing global sustainability through alignment with the UN SDGs.
Stakeholders Directly Impacted
Goals
- Every year, business ethics violations must be zero. In cases where board members, executives, and employees at all levels violate business ethics.
In 2025, the Company recorded zero cases of violations of the Code of Conduct and business ethics involving the Board of Directors, executives, and employees.
Corporate Governance Report of Thai Listed Companies (CGR):
Jaymart Group Holdings Public Company Limited (JMART) received a 5-Star rating (“Excellent” level) in the Corporate Governance Report of Thai Listed Companies (CGR), organized by the Thai Institute of Directors (Thai IOD). This recognition reflects the Company’s continuous progress and strong commitment to enhancing its corporate governance practices.
AGM Checklist:
In the 2025 AGM Quality Assessment Project for listed companies, the Company achieved a full score of 100 points and received a “5-Trophy” rating at the “Excellent” level.
SET ESG Ratings Assessment:
In the 2025, the Company received an “AA” rating, reflecting its strong commitment to systematically improving ESG performance and its ability to demonstrate tangible ESG outcomes at the organizational level.
Management Approach
In its pursuit of becoming a company with true corporate governance, the company has established a Code of Best Practice, a framework that promotes business operations in accordance with good governance principles. The company has developed clear policies regarding corporate governance, emphasizing transparency at every stage of its operations, from the employee level to the executive level and the board of directors. This is to ensure confidence that all parties within the organization adhere to high ethical standards and fairness equally, which is a crucial foundation for sustainable operational efficiency.
The policy also focuses on improving effectiveness and increasing business efficiency to enable the company to create long-term value for shareholders, as well as all stakeholders involved.
Therefore, the company adheres to and follows the good governance principles outlined by the Stock Exchange of Thailand, which consists of 15 key practices that cover governance in all aspects, including ethics, transparency, social responsibility, and fairness in business operations, as follows
Corporate Governance Structure
In the context of a complex, volatile, and ever-changing business environment, Jaymart Group Holdings Public Company Limited has designed its corporate governance structure to promote operations in accordance with good corporate governance principles. Decision-making is based on effective and sufficient information, while ensuring that directors and executives at all levels perform their duties responsibly, carefully, and with integrity, in compliance with the law, regulations, shareholders' resolutions, and the policies or guidelines established. This approach is aimed at achieving the highest benefits for the organization, shareholders, and all relevant stakeholders.
The company has a board of directors responsible for setting the company’s policies and strategies. The board members meet the qualifications specified under Section 68 of the Public Limited Companies Act and the regulations set by the Securities and Exchange Commission regarding the permission and approval for the issuance of new shares. Furthermore, the board members do not fall under the prohibited criteria set forth in Section 4/2 of the Asset Management Company Act.
The board plays a leadership role in protecting the interests of shareholders and stakeholders by defining policies, objectives, strategies, and directions for business operations, both in the present and long-term. The board also establishes audit processes and governance to ensure the company’s business operations comply with laws, the company’s objectives, articles of association, and shareholders' resolutions, while maintaining transparency to create value for the organization’s sustainability.
The board has established three sub-committees: The Audit Committee, the Nomination and Remuneration Committee and Sustainability Governance Committee. and the Executive Committee. Additionally, to ensure business operations align with policies, objectives, strategic plans, and the company’s vision, the company has set business goals as a framework for its operations.
The Executive Committee
The board of directors, as the leader or the highest responsible body of the company, has the duty and responsibility to oversee the business operations to ensure that the company operates in accordance with its objectives and goals. This includes safeguarding the interests of shareholders and complying with laws and regulations set by regulatory authorities. Therefore, the board must perform its duties with caution, care, integrity, and transparency, always considering the best interests of the company in order to create added value for the business and shareholders.
The Nomination and Remuneration Committee and Sustainability Governance Committee
Appointed by the Board of Directors within the scope of overseeing and governing corporate sustainability, to promote, support, and elevate the standards of good corporate governance practices. The goal is to develop the business with sustainability in mind, considering stakeholders throughout the value chain, and driving the Jaymart Group to comprehensively address business risks. This includes focusing on environmental, social, and governance (ESG) dimensions, while promoting transparency in the disclosure of corporate governance information and sustainable business development, reflecting the true value and worth of the Jaymart Group.
The Audit Committee
To enhance the effectiveness of the Board of Directors and ensure that the company complies with laws, regulations, and company policies and procedures, while maintaining accurate and reliable financial reporting, efficient and effective operations, and adequate control systems, the Board of Directors has appointed an Audit Committee. The Audit Committee is independent from management and is tasked with reviewing the adequacy and effectiveness of the internal control systems and risk management framework, as well as performing duties as assigned by the Board of Directors to ensure the company's operations align with its objectives.
