Corporate Governance

Good Corporate Governance and Anti-Corruption

The Company is committed to conducting its business in accordance with the principles of good corporate governance, emphasizing transparency, fairness, accountability, and consideration for all stakeholders. The Company aims to create long-term value and sustainable growth.

The Company maintains a zero-tolerance policy toward corruption in all forms, whether direct or indirect. It actively promotes a culture of integrity, strict compliance with applicable laws and regulations, and adherence to high standards of business ethics. Directors, executives, employees at all levels, and business partners are expected to comply fully with this policy.

The Company has established appropriate risk management measures, provides secure channels for complaints and whistleblowing in good faith, and ensures fair protection for whistleblowers. The Company firmly believes that good corporate governance and anti-corruption practices form the foundation of credibility, trust, and sustainable development for the organization and society as a whole.

Performance Targets

  • The Company received an “Excellent” rating in the Corporate Governance Survey assessment

  • Ensure certification under a recognized anti-corruption framework.

Performance Results

202320242025
Corporate Governance Survey AssessmentExcellentExcellentExcellent
Anti-Corruption CertificationExcellentExcellentExcellent
Achieve a Corporate Governance Report (CGR) assessment score of
98
nine consecutive years,

the Company has achieved a score of 98%, earning a 5-star “Excellent” rating
from the Thai Institute of Directors Association (IOD), with support from the Stock Exchange of Thailand.

The Company has maintained continuous anti-corruption certification.
Member of the Thai Private Sector Collective Action Against Corruption (CAC)

The Company has been certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC)
since 2017 and has continuously renewed its certification, reaffirming its commitment to maintaining robust anti-corruption standards.

Achieve a Corporate Governance Report (CGR) assessment score of

98

nine consecutive years,

the Company has achieved a score of 98%, earning a 5-star “Excellent” rating
from the Thai Institute of Directors Association (IOD), with support from the Stock Exchange of Thailand.

The Company has maintained continuous anti-corruption certification.

Member of the Thai Private Sector Collective Action Against Corruption (CAC)

The Company has been certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC)
since 2017 and has continuously renewed its certification, reaffirming its commitment to maintaining robust anti-corruption standards.

Risk Management and Business Continuity Management

The Company places importance on risk management and business continuity management by implementing a systematic risk management process that covers the identification, assessment, and monitoring of risks that may affect its operations. The Company also prepares and regularly reviews its Business Continuity Plan (BCP) to address unexpected events, minimize potential impacts on stakeholders, and support the stability and long-term sustainability of the organization.

Risk Management and Business Continuity Plan

The Company places great importance on risk management and business continuity preparedness to ensure that operations can continue effectively even under unforeseen circumstances. The Company identifies and assesses significant risks arising from both internal and external factors, while also taking into consideration the expectations of relevant stakeholders.

The Company continuously monitors and evaluates emerging risks in order to prepare for future challenges, including climate-related risks, cyber security risks, and supply chain risks.

In addition, the Company has established a Business Continuity Plan (BCP) to provide clear guidelines for responding to emergency situations or crises that may affect business operations, enabling the Company to restore operations and return to normal conditions in a timely and efficient manner.

Risk Management and Business Continuity Approach

The Company has established a risk management and business continuity framework to prevent and minimize the likelihood of business disruption. The approach consists of three key stages as follows:

1. Preparedness Before an Incident

1.1 Risk Identification
All departments are responsible for identifying potential risks and factors that may cause operational disruptions, such as machinery breakdowns, computer system failures, or shortages of raw materials.

1.2 Determination of Severity Levels
The Company defines acceptable levels of impact as well as critical thresholds that require immediate action, ensuring that potential incidents do not significantly affect overall business operations.

1.3 Risk Monitoring and Early Warning System
Monitoring mechanisms and early warning indicators are established to detect potential issues in a timely manner, allowing preventive actions to be taken before problems escalate.

1.4 Emergency Response Procedures
Each department maintains documented procedures outlining clear roles and responsibilities, along with guidelines for responding to various types of emergency situations.

2. Response During an Incident

2.1 Emergency Communication Channels
Emergency notification procedures are established, including contact details of responsible personnel and relevant external agencies such as fire departments, rescue services, or emergency maintenance providers.

2.2 Recovery Time Objectives
Clear targets are defined regarding the timeframe within which each department must restore operations, ensuring that recovery objectives can be achieved efficiently.

2.3 Backup Resources Preparation
Backup resources, including equipment, data, and alternative work locations, are prepared to ensure immediate availability when unexpected events occur.

2.4 Backup Systems and Alternative Processes
In the event that primary systems are unavailable, the Company implements backup systems or manual procedures as specified in the operational guidelines to minimize disruption to business operations.

3. Monitoring, Review, and Continuous Improvement

3.1 Emergency Simulation and Drills
The Company conducts emergency response drills at least once a year to ensure employee preparedness and to review the effectiveness of the established plans.

3.2 Incident Documentation and Learning
Incidents that may disrupt operations, including near-miss events, are analyzed to identify preventive measures and improve operational processes in the future.

3.3 Management Reporting
Progress and outcomes of risk management activities are regularly reported to management to support decision-making and strengthen long-term organizational resilience.

3.4 System and Data Recovery Testing
The Company conducts regular testing of system recovery processes and data restoration from backups to ensure that operations can be restored within the defined recovery timeframe when an actual incident occurs.

Performance Target

  • Ensure that no disruption exceeds the Company’s defined risk appetite and that operations can be fully restored within the established Recovery Time Objective (RTO) 100% of the time.

Performance Result

202320242025
No operational disruption exceeded the Company’s defined risk appetite, and operations were restored within the established Recovery Time Objective (RTO)0 incidents0 incidents0 incidents

Sustainable Supply Chain Management

The Company places importance on sustainable supply chain management by integrating Environmental, Social, and Governance (ESG) factors into its business processes to manage risks and create sustainable value throughout the value chain. The Company adheres to international standards, the requirements of the Responsible Jewellery Council (RJC), and its Supplier Code of Conduct.

The Company encourages suppliers to conduct their business responsibly, with emphasis on respect for human rights, fair labor practices, occupational health and safety, business ethics, transparency, and the management of environmental impacts arising from sourcing and production processes.

As a jewelry manufacturer, the Company prioritizes responsible sourcing of raw materials through robust supplier selection processes, supply chain risk assessment and management, and regular monitoring and review of compliance with sustainability standards. This ensures that the products and services delivered maintain high quality while creating long-term economic, social, and environmental value.

Sustainable Supply Chain Management Plan

The Company has established a procurement policy that defines a fair, transparent, and auditable supplier selection process to manage trade-related risks, unfair competition, and corruption. The Company avoids conducting business with suppliers that demonstrate inappropriate conduct and strictly adheres to its business ethics principles.

The Company integrates ESG factors into its supplier selection and evaluation processes alongside criteria relating to price, quality, and delivery performance. Emphasis is placed on fair employment practices, the prohibition of child and forced labor, respect for human rights, and the reduction of environmental impacts throughout the supply chain.

In addition, the Company has established a Supplier Code of Conduct, referencing applicable laws and internationally recognized standards, including those of the International Labour Organization (ILO) and the United Nations Global Compact. This Code serves as a framework for governing, supervising, and monitoring supplier performance, promoting responsible business conduct and supporting long-term sustainable growth together with suppliers.

Sustainable Supply Chain Management Process

1. Direction Setting and Sustainability Commitment

The Company establishes a direction for responsible supply chain management by integrating human rights, labor, environmental, and business ethics considerations in line with the principles of the United Nations Global Compact, together with the requirements of the Responsible Jewellery Council (RJC). These frameworks serve as the foundation for operations and for communicating expectations to suppliers throughout the value chain.

2. Scope Identification and Assessment of Material Risk Issues

The Company assesses the scope of its supply chain and identifies material risks related to human rights, labor, environmental impacts, and ethical business conduct. Consideration is given to the nature of activities, raw materials, production processes, and the country or regional context in which suppliers operate. This approach supports effective risk management and responsible sourcing decisions. The Supply Chain Risk Management program serves as a key operational framework in this regard.

3. Supplier Segmentation and Relationship Management

The Company defines its supplier scope to include providers of all types of goods and services, such as suppliers, distributors, contractors, consultants, and other business partners. This ensures that risk management and performance improvement efforts cover the entire value chain and align with supplier responsibilities under RJC requirements.

4. Integration into Practice

The Company has established a Supplier Development Program by integrating sustainability principles aligned with the RJC Code of Practices (COP) and ESG standards into supplier selection, evaluation, and monitoring processes. Suppliers are required to comply with the Supplier Code of Conduct, which references the principles of the United Nations Global Compact and RJC requirements. The Company also promotes knowledge-sharing, awareness, and capacity-building initiatives to enhance suppliers’ capabilities and elevate operational standards collaboratively.

5. Monitoring, Evaluation, and Review

The Company continuously monitors and evaluates its responsible supply chain management practices. Assessment results are applied to risk management, process improvements, and the enhancement of collaborative approaches with suppliers. This strengthens transparency, builds trust, and supports long-term sustainability performance.

Performance Targets

  • Establish a supply chain monitoring and verification system in alignment with the OECD Due Diligence Guidance.
  • Ensure that more than 80% of key suppliers are screened and assessed in accordance with OECD Due Diligence requirements.
  • Mitigate risks associated with raw materials sourced from Conflict-Affected and High-Risk Areas (CAHRAs).

Performance Results

202320242025
Establishment of a supply chain monitoring and traceability system in accordance with OECD Due Diligence principles––94.29%
Key suppliers screened and assessed in accordance with OECD Due Diligence principles––88.72%
Reduction of sourcing risks from Conflict-Affected and High-Risk Areas (CAHRA)100%100%100%

Management System Development

The Company places importance on the continuous development of its management systems by promoting the adoption of new technologies, processes, and innovative approaches to enhance operational efficiency, strengthen risk management, and improve responsiveness to change. The Company also supports value creation for stakeholders while reinforcing its long-term competitiveness and organizational sustainability.

Management System Development Plan

The Company has established a systematic management system development plan to enhance its competitiveness, improve operational efficiency, and create long-term sustainable value. The development framework covers improvements in data management, production processes, technology adoption, and employee engagement across the organization.

The Company regularly reviews and improves its policies and operational procedures to align with international standards, particularly those of the Responsible Jewellery Council (RJC). In addition, the Company undergoes external assessments conducted by relevant independent bodies to ensure that its management systems remain transparent, effective, and verifiable.

Management Approach in Alignment with the RJC Standard

The Company conducts its business in accordance with the standards of the Responsible Jewellery Council (RJC) under the Code of Practices (COP) framework. This internationally recognized standard promotes responsible business practices within the jewellery and watch industry, covering key areas such as business ethics, human rights, labor practices, environmental responsibility, and governance throughout the supply chain.

Achieving RJC certification reflects the Company’s commitment to responsible, transparent, and accountable business operations across all stages of its activities.

1. Commitment to Business Ethics

The Company strictly enforces its business ethics policies, covering anti-corruption and anti-bribery measures, anti-money laundering practices, fair business conduct, and compliance with all applicable laws and regulations in the countries where the Company operates.

Appropriate internal control systems have been established, along with independent and confidential grievance mechanisms. In addition, regular employee training programs are conducted to promote an organizational culture grounded in integrity, accountability, and transparency.

2. Respect for Human Rights and Employee Welfare

The Company respects and supports internationally recognized human rights principles and implements Human Rights Due Diligence across its supply chain.

Key commitments include:

  • Prohibition of child labor and forced labor
  • Fair and transparent employment practices
  • Provision of wages and benefits in compliance with legal and industry standards
  • Appropriate working hours
  • Non-discrimination and promotion of workplace equality
  • Establishment of anonymous grievance mechanisms with protection against retaliation

The Company is committed to creating a safe working environment that respects human dignity and promotes the well-being and quality of life of employees at all levels.

3. Responsible Social and Environmental Management

The Company conducts its business with consideration for social and environmental impacts throughout the product life cycle, from raw material sourcing and manufacturing to product delivery.

Key practices include:

  • Supplier selection and evaluation based on responsible sourcing principles
  • Traceability of raw material origins
  • Waste management and pollution control
  • Safe chemical management
  • Efficient use of resources
  • Assessment and reduction of greenhouse gas emissions
  • Sustainable management of water and natural resources

The Company continuously monitors and evaluates its environmental and social performance in order to improve operational efficiency and minimize long-term impacts.

4. Transparent and Accountable Management System

The Company has developed a management system aligned with RJC requirements by establishing clear roles and responsibilities, documented policies and procedures, and robust internal control mechanisms supported by regular internal audits.

This framework includes:

  • Oversight by senior management
  • Periodic management reviews
  • Documented systems and recordkeeping that enable traceability
  • Appropriate disclosure of relevant information to stakeholders

These practices help ensure that the Company’s operations remain transparent, fair, and consistently aligned with international standards.

5. Responsible Sourcing in Accordance with Responsible Jewellery Council Standards

The Company has established strict supply chain monitoring and control measures to ensure that raw materials used in production comply with responsible sourcing principles.

The Company operates under a responsible sourcing framework to ensure that raw materials:

  • Do not contribute to conflict financing, with risk assessments conducted on sources of origin and avoidance of sourcing from Conflict-Affected and High-Risk Areas (CAHRA) without appropriate due diligence
  • Are not associated with human rights violations, through the implementation of Human Rights Due Diligence processes and ethical requirements for business partners
  • Are not linked to money laundering or illegal activities, through strict Know Your Counterparty (KYC) procedures and Anti-Money Laundering (AML) measures
  • Are transparent and traceable, supported by documentation systems and tracking processes from source to finished product

These practices demonstrate the Company’s commitment to ethical, transparent, and socially responsible business operations while strengthening trust among customers, business partners, and stakeholders worldwide.

Compliance with the RJC standard is not merely a requirement for certification, but a business framework that the Company adopts to strengthen trust among customers, business partners, stakeholders, and society as a whole.

The Company will continue to enhance its management systems to support sustainable growth while upholding its responsibilities toward society, the environment, and sound corporate governance in line with international standards.

Performance Target

  • Enhance governance and internal control systems for production processes to ensure transparency, auditability, and compliance with internationally recognized standards.

Performance Result

202320242025
Governance and internal control systems for production processes ensuring transparency, auditability, and compliance with internationally recognized standardsRJC CertifiedRJC CertifiedRJC Certified

Cybersecurity and Personal Data Protection

The Company places strong emphasis on cybersecurity and personal data protection, aiming to prevent unauthorized access, use, disclosure, alteration, or destruction of information. Appropriate technical and organizational measures are implemented in accordance with applicable laws and internationally recognized standards to ensure the confidentiality, integrity, and availability of data belonging to the Company, customers, employees, and stakeholders. The Company regularly reviews and continuously enhances its security controls.

Cybersecurity and Personal Data Protection Management Plan

The Company places great importance on protecting its information systems, digital infrastructure, and the personal data of customers, employees, and stakeholders. A comprehensive cyber security management framework has been established, covering prevention, detection, and response to cyber threats in a systematic manner. This approach aims to reduce risks that may impact business operations, critical information assets, and stakeholder confidence. The Company’s practices are aligned with relevant laws and regulations, including the Personal Data Protection Act (PDPA).

The Company has established key Cyber Security management practices as follows:

1. Cyber Security Awareness and Capability Development

The Company continuously promotes cyber security awareness among employees through regular communication and knowledge sharing on common cyber threats, such as phishing and malware. Employees are also provided with guidance on best practices for protecting critical information, including personal data, passwords, and business-sensitive information.

In addition, the Company organizes training programs and cyber security readiness exercises on a periodic basis to strengthen employees’ understanding and reduce risks associated with the use of information systems.

2. Prevention, Monitoring, and Threat Detection

The Company implements technological measures to prevent and monitor cyber threats. Network and information systems are protected through security solutions such as firewalls and intrusion prevention systems, utilizing security equipment from Fortinet to control and prevent unauthorized access. System logs and operational status are regularly monitored to detect potential irregularities.

Furthermore, security patches and software are continuously updated to the latest versions. The Company also conducts cyber security risk assessments at least once a year and enforces access control measures to ensure that system and data access rights are granted in accordance with users’ roles and responsibilities.

3. Incident Response Planning and Preparedness

The Company has established a Cyber Security Incident Response Plan to ensure effective response to potential incidents. The plan covers procedures for incident notification, damage containment, system recovery, and incident reporting. Currently, the Company has implemented a Disaster Recovery Plan (DRP) to support the recovery of information systems in emergency situations.

Roles and responsibilities, as well as incident reporting channels, have been clearly defined. All cyber security incidents are recorded, analyzed, and reported accordingly. In addition, cyber incident response drills are conducted and the incident response plan is reviewed at least once a year to ensure it remains up to date and responsive to evolving risks.

These measures strengthen the Company’s information security management framework, support stable business operations, and enhance stakeholder confidence over the long term.

Performance Targets

  • Zero significant cybersecurity incidents impacting business operations.
  • Zero material personal data breach incidents.

Performance Results

202320242025
Significant cybersecurity incidents impacting business operations0 cases1 case *0 cases
Material personal data breach incidents0 cases0 cases0 cases

Note: *The Company was able to fully restore its systems using the backup system, achieving 100% recovery within the specified timeframe.