Corporate Governance and Business Ethics

Ditto (Thailand) Public Company Limited

           Ditto (Thailand) Public Company Limited is committed to conducting its business with integrity, delivering high-quality services to customers, and fostering ethical behavior among its directors, executives, and employees. The Company adheres to the principles of good corporate governance and responsible business practices, while recognizing its obligations to all stakeholders in accordance with ethical standards and industry’s best practices. These principles serve as the foundation for the Company’s management and operations, ensuring fairness, transparency, accountability, and the creation of sustainable value for shareholders and stakeholders alike.

           In this regard, the Board of Directors remains committed to conducting business with integrity, honesty, and transparency. The Company continuously upholds the principles of good corporate governance alongside its commitment to social responsibility. To support these objectives, the Company has established charters for the Board of Directors and various committees, defined qualifications and composition criteria for director nominations, and implemented relevant policies to ensure compliance with ethical standards and best practices in business conduct.

Handbook of Good Corporate Governance and Business Conduct

Charter

Charter of the Audit Committee
Effective from May 15, 2025 onwards.
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Charter of the Nomination and Remuneration Committee
Effective from June 27, 2016 onwards.
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Charter of the Corporate Governance and Sustainability Committee
Effective from February 26, 2024 onwards.
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Charter of the Risk Management Committee
Effective from May 15, 2025 onwards.
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Corporate Policy

Company Regulations

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Anti-Corruption Policy
Effective from May 15, 2025 onwards.

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Business Ethics and Code of Conduct
Effective from February 26, 2025 onwards.

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Composition and Nomination of the Board of Directors, Independent Directors, and Audit Committee
Effective from September 30, 2016 onwards.

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Annual CEO Performance Evaluation Standards and Performance Measurement Indicators

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Scope of Authority and Responsibilities of the Chief Executive Officer (CEO)

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Recruitment of company directors.

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2025 Key performance

The Company awarded a 5-Star rating, or ‘Excellent’ level, in the Corporate Governance Report of Thai Listed Companies 2025 (CGR 2025) by the Thai Institute of Directors Association (Thai IOD) for the second consecutive year. This achievement reflects the Company’s strong commitment to good corporate governance and responsible business operations, with comprehensive consideration given to Environmental, Social, and Governance (ESG) factors.

2025 Target and Performance

Target 2568
No significant violations of business ethics
Zero Tolerance to Corruption
No cases of corruption involving executives or employees
2025 Performance
Zero complaints and no violation of business ethics.
Zero Tolerance to Corruption
No cases of corruption involving executives or employees

Ditto train the trainer of Anti-Corruption Policy

2025 Performance

The Company organized Anti-Fraud and Anti-Corruption training for employees at all levels to ensure their understanding of the Anti-Corruption Policy, including guidelines for compliance, whistleblowing channels, and complaint procedures. The training also communicated the Company's commitment and firm determination to prevent and combat all forms of fraud and corruption, fostering a culture of integrity and ethical conduct across the organization.

Activities Implemented in 2025

1. Live Online Session for Management Level and Above

The Company organized a Live Online Session for management-level employees and above on 14 August 2025, with 60 employees attending the training. The session was conducted by an external speaker, the Director of Thai CAC.

2. Self E-learning Program for Employees at All Levels

The Company provided a Self E-Learning Program on Anti-Fraud and Anti-Corruption for employees at all levels. The program included a knowledge assessment to evaluate participants' understanding of the training content. The training was conducted from 5 - 12 August 2025, with 267 employees successfully completing the training and knowledge assessment.