Corporate Governance
Osotspa recognizes that good corporate governance is a fundamental foundation for sustainable business operations and long-term value creation. The Board of Directors is committed to maintaining high standards of integrity, transparency, accountability, and ethical business conduct, with good corporate governance principles guiding the management of the organization. This commitment helps build trust among shareholders, investors, and all stakeholder groups, while supporting the Company’s sustainable growth.
To promote transparency and ensure appropriate access to information for stakeholders, the Company discloses policies, practices, and key documents related to corporate governance and business ethics on its corporate website (https://www.osotspa.com/th/about-us/governance), including:
- Corporate Governance Policy
- Charters of the Board of Directors and Board Committees
- Code of Conduct
- Whistleblowing Policy
- Key corporate documents, such as the Articles of Association, Company Affidavit, and other relevant documents
Anti-Corruption Management
Osotspa is committed to conducting business with integrity, fairness, and transparency. The Company maintains zero tolerance for corruption and bribery in all forms and has declared its intention to participate in the Thai Private Sector Collective Action Against Corruption (CAC) since 2024.
The Company continuously assesses corruption and bribery risks as part of its Enterprise Risk Management (ERM) process, establishes appropriate risk management plans, and reports risk management performance to the Risk Management Committee on a quarterly basis. The Company also encourages employees and both internal and external stakeholders to report suspected misconduct related to corruption and bribery through the Company’s whistleblowing channels, including the whistleblowing form on its corporate website (www.osotspa.com/th/about-us/governance/whistleblowing-form), email at hotline@osotspa.com, or telephone at 02-351-1034. These channels allow stakeholders to submit reports anonymously. The Company has established an investigation process while maintaining the confidentiality of the whistleblower’s identity.
The Company provides annual training on the prevention of corruption and bribery in all forms as part of its Code of Conduct training. The training emphasizes that corruption and bribery not only constitute legal violations but may also expose the Company to financial, reputational, and stakeholder relationship risks. Executives and employees complete the training through the Company’s e-learning system and acknowledge the Code of Conduct requirements. The program also covers contract employees and key business partners. In 2025, 100% of the Company’s executives and employees completed the training. In addition, all members of the Board of Directors acknowledged the Code of Conduct by signing the acknowledgement form provided by the Company.
Complaints related to violations of corporate governance policies and practices, including the Code of Conduct, in 2025 are summarized below:
| Complaint Categories | Number of Reports (Cases) | Under Investigation (Cases) | Investigation Outcomes (Cases) | |
|---|---|---|---|---|
| Substantiated | Unsubstantiated | |||
| Corruption or Bribery | 33 | 0 | 31 | 2 |
| Discrimination or Harassment | 1 | 0 | 1 | 0 |
| Customer Data Privacy Breaches | 0 | 0 | 0 | 0 |
| Conflicts of Interest | 0 | 0 | 0 | 0 |
| Money Laundering or Insider Trading | 0 | 0 | 0 | 0 |
| Irresponsible Competitive Practices | 0 | 0 | 0 | 0 |
| Total | 34 | 0 | 32 | 2 |
Osotspa conducts its business in strict compliance with applicable laws, regulations, and internal policies relating to environmental protection, labor and human rights, occupational health and safety, business ethics, and anti-corruption. Based on the Company’s legal compliance monitoring system and internal records for the reporting period, there were no significant fines or legal sanctions resulting from non-compliance with applicable laws and regulations in these areas. In addition, there were no significant lawsuits, legal proceedings, or enforcement actions related to sustainability matters against the Company.
Industry Associations and Public Policy Engagement
Osotspa requires participation in, renewal of membership in, or support for trade associations, industry associations, professional organizations, chambers of commerce, or other organizations involved in public policy engagement, including lobbying activities or engagement with government authorities, to undergo an appropriate review and approval process. Such decisions take into consideration alignment with the Company’s business strategy, corporate governance principles, Code of Conduct, Sustainability Policy and sustainability goals, as well as its climate change position and objectives in line with the Paris Agreement.
Prior to participation or providing support, the relevant functions are required to assess the alignment of the organization’s objectives, policy positions, activities, and track record with Osotspa’s principles. The assessment covers key areas including anti-bribery and corruption, human rights, labor rights, non-discrimination, occupational health and safety, fair competition, personal data protection, environmental risk management, and alignment with the Company’s climate change position and the goals of the Paris Agreement.
Where significant risks or misalignment are identified, the Company will consider appropriate measures, such as requesting additional information, establishing conditions prior to participation, conducting periodic monitoring and reviews, communicating the Company’s position to the relevant organization, escalating the matter to senior management for consideration, or deciding not to participate, renew membership, or continue its support. These measures are intended to ensure that the Company’s public policy engagement is conducted in a transparent and responsible manner and remains aligned with its long-term sustainable growth.
Assessment and Approval Process for Association Participation and Support
External Affairs and Sustainability
Sustainability Working Team
Executive Committee
Tax Governance
Osotspa Group is committed to being a cooperative and responsible taxpayer and to complying with applicable tax laws in every country in which it operates. The Group is committed not only to complying with Thailand’s Revenue Code and applicable tax laws in other jurisdictions, but also to observing the intent and spirit of relevant tax laws.
The Company requires transactions between Group companies or with related parties to be conducted in accordance with the Arm’s Length Principle and applicable laws and regulations. This approach aims to ensure that taxes paid appropriately reflect the economic value generated from the Group’s ordinary business activities in each country in which it operates.
In its tax planning, Osotspa Group ensures alignment with its business strategy, commercial activities, and the underlying economic substance of transactions. The Group does not use tax structures, cross-border transactions, or financing arrangements that lack a valid commercial rationale or economic substance for the purpose of tax avoidance, inappropriate reduction of tax liabilities, or shifting economic value, profits, or income arising from ordinary business activities away from the jurisdictions where such value is generated to jurisdictions with significantly lower tax rates, non-transparent jurisdictions, or tax havens.
Osotspa recognizes its responsibility to manage its financial resources efficiently and adopts a responsible approach to taxation to support the Company’s long-term sustainability, contribute to economic and social development in the countries where it operates, and create long-term value for shareholders. The Group may utilize legitimate tax incentives and benefits that are consistent with the intent of applicable tax laws, such as tax deductions, investment-related tax incentives, and deferred tax assets, provided that they are supported by appropriate economic substance, business rationale, and documentation.
Tax Risk Management
Osotspa Group manages tax risks within the Company’s governance, internal control, and compliance oversight framework to ensure that its tax activities are accurate, complete, and in compliance with applicable tax laws, regulations, and guidelines in all countries in which the Group operates. The Company assesses and monitors tax risks and implements appropriate and timely risk mitigation measures. Significant tax matters and the progress of risk mitigation measures are reported to Osotspa’s Risk Management Committee.
The Group allocates appropriate resources, personnel, and processes to support the effective fulfillment of its tax obligations, including maintaining appropriate documentation and supporting information for relevant transactions. Where tax matters are complex or significant, the Company may seek advice from relevant tax authorities or tax professionals to assess potential risks and impacts and determine an appropriate course of action before making decisions.
In addition, the Company regularly monitors developments in government policies, regulatory requirements, and relevant tax laws, from the drafting stage through to implementation. This enables the Company to assess potential impacts on the Group’s businesses and adapt its tax management practices in response to evolving requirements.
Tax Strategy
Osotspa is committed to conducting business in accordance with the principles of good corporate governance, transparency, and accountability, while complying with applicable tax laws and regulations, as well as the intent and spirit of tax laws, in every country in which the Group operates. The Company considers responsible tax management an integral part of sustainable business practices and an important means of contributing to the economic and social development of the countries and regions in which it operates.
At the same time, the Company recognizes its responsibility to shareholders to manage tax matters efficiently and transparently within the framework of applicable laws, the Company’s tax policies, and good corporate governance principles. This approach supports business competitiveness, appropriate risk management, and long-term economic value creation for shareholders and all stakeholder groups.