NEO recognizes that good corporate governance is essential for promoting effective operations and ensuring sustainable development. To guide organizational management and governance for creating long-term value, the Company has established a corporate governance policy in line with the principles of good governance for listed companies 2017.
For further information, please refer to the Corporate Governance Policy.
NEO has established this Conflict of Interest Policy on the basis that any decisions to carry out a business activity must be made for the best interest of the Company and it's shareholders and actions which may cause a conflict of interest, i.e., any actions which the related parties or the parties will, directly or indirectly, gain interest or lose a benefit from the entering into transaction by the Company, should be avoided.
For further information, please refer to the Conflict of Interest Policy
The Board of Directors plays an important role in overseeing the management of the Company, including determining the Company’s business direction, policies, and strategies for the best interests of the Company and it's shareholders, as well as monitoring to ensure that the operations of the sub-committees and the management of the Company follow the established policies and strategies and are in accordance with the principles of good corporate governance. In this regard, the Board of Directors has the power, duties and responsibilities prescribed under the laws, articles of association, objectives, and resolutions of the shareholders’ meetings of the Company.
For further information, please refer to One-report 2025. (p.208)
To ensure alignment with the provisions stipulated in the Charter of the Board of Directors regarding the review and revision of the charter, which requires that such review be conducted at least once a year, the Company held a meeting of the Board of Directors and resolved to revise the Charter of the Board of Directors.
For further information, please refer to Charter of the board of directors, and all charters available at charters.
Board Diversity Policy
NEO has established criteria and procedures for the selection and appointment of directors in strict compliance with applicable laws and regulations. Directors must possess qualifications that align with these requirements and are considered based on their experience, knowledge, capabilities, and expertise that contribute to the company’s business operations.
The company has a policy of non-discrimination and does not impose restrictions or provide preferential treatment based on factors such as gender, ethnicity, race, or nationality in considering the qualifications of directors. The Company also recognizes the importance of Board diversity, particularly gender diversity.
In this regard, the Company has established a target for the proportion of female directors to be no less than 30% by Y2026.
For further information, please refer to the Board Diversity Policy.
The Board of Directors has implemented a regular performance evaluation for both the Board and its subcommittees, conducted on a collective and individual basis. This evaluation is carried out at least once a year to assess the effectiveness and performance of the Board in fulfilling its duties. The evaluation is divided into two main sections: one for the Board as a whole, with six key criteria, and one for individual directors, with three key criteria. This process aligns with the guidelines set by the Stock Exchange of Thailand.
For further information, please refer to One-report 2025 (p.180)
Summary of the Board of Directors’ performance over the past year
The Board of Directors performed its duties covering the following matters:
- Approved the annual budget and acknowledged the company's business strategies to ensure that the organization can achieve sustainable growth and fulfill its corporate vision. Management is tasked with reporting on the implementation of these strategies at every Board of Directors' meeting.
- Approved various policies to support compliance with the Corporate Governance and Code of Business Conduct and monitored policy implementation through management reports.
- Approved investments in various projects to expand the business capabilities of Neo Corporate Group.
- Approved the annual and quarterly financial statements.
- Approved the Company's organizational structure.
- Approved the salary increase rates for the Chief Executive Officer, executives, and employees, as well as the annual bonus payment rates.
- Approved the schedule of important Company meetings.
- Reviewed key annual criteria and policies, including the charters of the Board of Directors and its sub-committees.
- Monitored the review of the adequacy and appropriateness of the Company's risk management and internal control systems.
- Acknowledged the Company's annual and quarterly operating results and provided useful recommendations for the Company's operations.
- Acknowledged the progress of investment projects undertaken by Neo Corporate Group.
- Oversaw management to ensure operations were conducted in accordance with the approved policies, strategies, and business plans.
For further information, please refer to One-report 2025 (p.231)
All individual directors at both board and committee level attendance rates
The Nomination and Remuneration Committee takes into consideration alignment with the Company’s strategic objectives and the interests of the business. The remuneration framework is benchmarked against remuneration practices of other listed companies in the same industry and companies of comparable size. The Committee also considers the appropriateness of remuneration in relation to duties and responsibilities, as well as its ability to attract and motivate directors to effectively perform their roles in achieving the Company’s objectives. In addition, the Committee reviews and considers the remuneration structure and other employee welfare and benefits of the Company and its subsidiaries.
For further information, please refer to the Charter of the Nomination and Remuneration Committee.
Long-term incentives or mechanisms
NEO recognizes and values employees’ long-term commitment and contributions through the Long Service Award program. Employees who complete designated years of service of 5–25 years are eligible to receive this recognition. The award may include a combination of monetary rewards and commemorative gifts to honor employees’ dedication and loyalty to the organization.
The Board of Directors is composed of individuals with diverse expertise, skills, and experience that contribute to the effective governance and strategic direction of the Company. The Board plays a pivotal role in overseeing management, setting the Company’s vision, policies, and business strategies, and ensuring that the Company’s operations align with the best interests of its shareholders.
For further information, please refer to the information of directors.
NEO facilitates all groups of shareholders in exercising their rights to attend meetings and cast their votes to the fullest of its ability, and the Company will refrain from any actions that would limit the shareholders’ opportunities to attend meetings.
For further information, please refer to the publication of the Invitation to the Annual General Meeting of Shareholders, and the voting results and evidence of shareholders voting.