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 (https://www.osotspa.com/en/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.
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. The Company provides annual training on the prevention of corruption and bribery in all forms as part of its Code of Conduct training, emphasizing that corruption and bribery constitute legal violations and may expose the Company to financial, reputational, and stakeholder relationship risks. The Code of Conduct also covers compliance with environmental laws and regulations, while the Company’s legal compliance monitoring system is used to monitor and manage potential environmental violations and other regulatory risks. Executives and employees complete the training through the Company’s e-learning system and acknowledge the Code of Conduct requirements, with the program also covering contract employees and key business partners. Based on the Company’s legal compliance monitoring system and internal records for the reporting period, there were no fines or legal sanctions related to corruption and bribery, no convictions related to corruption and bribery, and no Environmental Violations. In addition, there were no significant lawsuits, legal proceedings, or enforcement actions related to sustainability matters against 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.
Whistleblowing Mechanism and Whistleblower Protection
Osotspa Public Company Limited (“Osotspa” or “the Company”) is committed to conducting business with integrity, transparency, accountability, and in accordance with applicable laws, the Company’s Code of Conduct, policies, and good corporate governance principles. To support this commitment, Osotspa has established a formal whistleblowing mechanism that enables employees and external stakeholders to report concerns, suspected misconduct, or potential violations in a secure and accessible manner.
The whistleblowing mechanism covers concerns relating to violations of laws and regulations, the Company’s Code of Conduct and policies, fraud, corruption and bribery, conflicts of interest, discrimination and harassment, human rights, misuse of confidential or personal information, financial reporting irregularities, deficiencies in internal controls, and other unethical or inappropriate conduct.
Governance and Responsibility
Osotspa has designated Internal Audit to be responsible for administering the whistleblowing mechanism, including receiving and assessing reports, coordinating or conducting investigations, monitoring corrective and remedial actions, following up on reported concerns, and overseeing case closure. Matters are escalated and reported to the relevant authorized management body and/or the Audit Committee, as appropriate to the nature and significance of each case.
This governance structure is designed to support impartial handling of concerns, appropriate oversight, and accountability throughout the whistleblowing process.
Accessible and Anonymous Reporting Channels
Employees and external stakeholders may raise concerns through the Company’s designated whistleblowing channels, including the whistleblowing hotline, telephone, email, website, complaint boxes, postal mail, direct supervisors, and communication with the Audit Committee, as applicable.
Whistleblowers may submit reports anonymously without disclosing their identity. The Company encourages reporters to provide sufficient information and supporting evidence, where available, to facilitate a fair and effective review of the concern.
Confidentiality
Osotspa treats whistleblowing reports and related information with strict confidentiality. The identity of the whistleblower, individuals involved in the report, witnesses, investigation information, and supporting documentation are accessible only to authorized persons on a need-to-know basis or where disclosure is required by law.
Information obtained through the whistleblowing process is managed appropriately to protect the rights and privacy of all parties involved and to preserve the integrity of the investigation.
Protection Against Retaliation
Osotspa has zero tolerance for retaliation against any person who raises a concern in good faith or participates in an investigation.
The Company prohibits retaliation, intimidation, threats, discrimination, harassment, disciplinary disadvantages, adverse employment action, or any other unfavorable treatment against whistleblowers, complainants, witnesses, or persons who cooperate with an investigation. Any person found to have retaliated against a whistleblower or an individual involved in an investigation may be subject to appropriate disciplinary action in accordance with the Company’s policies and applicable requirements.
Whistleblower protection applies regardless of whether an investigation ultimately substantiates the reported concern, provided that the report was made in good faith.
Whistleblowing Communication and Training
Osotspa provides employees with communication and training relating to the Company’s whistleblowing mechanism and relevant policies. The training and communication cover the purpose of the whistleblowing mechanism, circumstances that should be reported, available reporting channels, how to raise a concern, confidentiality arrangements, protection against retaliation, and the general process followed after a report is received.
The Company also communicates its whistleblowing channels to relevant stakeholders to promote awareness and access to the mechanism.
Investigation and Case Management Process
All whistleblowing reports are handled through an established review and investigation process. Depending on the nature and circumstances of each case, the process generally includes:
- Receipt and registration – The reported concern is received through an established reporting channel and recorded in accordance with the Company’s procedures.
- Initial assessment – The responsible function assesses the nature, credibility, significance, potential impacts, conflicts of interest, and information available in relation to the allegation.
- Assignment and investigation – Where further investigation is required, the matter is assigned to appropriately authorized and competent persons or functions. Persons with an actual or potential conflict of interest are excluded from participating in the investigation.
- Evidence review – Relevant information and evidence are gathered and reviewed. Interviews with relevant parties may be conducted where appropriate while maintaining confidentiality and fair treatment.
- Investigation conclusion – Findings are assessed to determine whether the reported allegation is substantiated or unsubstantiated based on the available evidence.
- Corrective, disciplinary and remedial actions – Where misconduct or a control deficiency is substantiated, appropriate corrective, disciplinary, preventive and/or remedial actions are determined and implemented in accordance with Company policies and applicable laws.
- Reporting and escalation – Investigation findings and significant matters are reported to the relevant authorized management body and/or the Audit Committee, depending on the nature and materiality of the case.
- Follow-up and case closure – Implementation of corrective or remedial actions is monitored where required. Lessons learned are considered to strengthen policies, controls and business processes before the case is formally closed.
Osotspa periodically reviews its whistleblowing mechanism, investigation procedures, reporting channels and protection measures to support their continued effectiveness and to strengthen a corporate culture in which employees and stakeholders can raise concerns responsibly and without fear of retaliation.
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.
Tax Reporting 2025**
Unit: THB Million
| Country of Operation* | Company Name | Business Activities | 2025 | ||||
|---|---|---|---|---|---|---|---|
| Number of employees (persons) | Total Revenue | Profit/(Loss) before tax | Income tax accrued (current year) | Income tax paid (cash basis) | |||
| Thailand | Osotspa Public Company Limited | Produces, markets, and distributes consumer products with a focus on core products, which include beverages, personal care, healthcare, and confectionery, and other non-core business which is product and packaging manufacturing (OEM) | 2,072 | 20,768.9 | 2,857.6 | 440.1 | 344.7 |
| Osotspa Beverages Co., Ltd. | Distribution of beverages | ||||||
| O2C Co., Ltd. | Electronic commerce | ||||||
| Oyura Co., Ltd. | Education and sales of herbal products | ||||||
| Siam Glass Industry Co., Ltd. | Manufacturing and distribution of glass | ||||||
| Siam Glass Ayutthaya Co., Ltd. | Manufacturing and distribution of glass | ||||||
| Greensville Co., Ltd. | Manufacturing and distribution of personal care products | ||||||
| Siam Cullet Co., Ltd. | Distribution of cullet | ||||||
| SSB Enterprise Co., Ltd. | Property renting | ||||||
| Osotspa Innovation Centre Co., Ltd. | Research and development | ||||||
| Siam Bev Manufacturing Co.,Ltd | Cease operations (Formerly manufacturing and distribution of beverages) | ||||||
| O-Premier Co., Ltd. | Providing procurement services for raw materials and packing materials | ||||||
| Asia Vending Machine Operation Company Limited | Cease operations | ||||||
| Osotspa Dairy Co., Ltd. | Cease operations (Formerly property renting) | ||||||
| Osotspa Enterprise Co., Ltd. | Invest in other companies | ||||||
| Overseas | ADVANZ BEVERAGE MANUFACTURING COMPANY LIMITED | Manufacturing and distribution of beverages | 285 | 5,332.1 | 1,528.2 | 92.0 | 63.9 |
| OSOTSPA LOI HEIN COMPANY LIMITED | Retail and wholesale of beverages | ||||||
| Myanmar Osotspa Company Limited | Ceased operations | ||||||
| PT. M-150 INDONESIA | Importation and distribution of beverages | ||||||
| IGNITEVINA JOINT STOCK COMPANY (Formerly name OSOTSPA VTA JOINT STOCK COMPANY) | Distribution of beverages | ||||||
| Osotspa Enterprises Singapore Pte. Ltd. | Invest in other companies | ||||||
| Oventure Pte. Ltd | Invest in other companies | ||||||
| Flash Power do Brasil Ltda | Ceased operations | ||||||
| OSOTSPA USA, INC. | Providing of marketing services | ||||||
| Osotspa Europe Co., Ltd. | Ceased operations | ||||||
| Total | 2,357 | 26,101 | 4,386 | 532 | 409 | ||
- Osotspa Group complies with the laws and regulations announced by the Revenue Department.
- Grouping might different with annual report due to annual report grouping by using location of customer whereas tax report grouping by using location of sale entity that is subjected to tax.
- Total revenue comes from sales and services.
- There is different in sales classification between Tax report and 56-1 One Report. Tax report classifies sales based on tax jurisdiction in which the Company operates its primary activities, which may be different from 56-1 One Report, which refers to geographic footprint where revenues were generated.
- Total revenue is calculated as the sum of all revenues from sales and services, investment income, and other income within the respective country in consistent with Osotspa Group’s financial statements consolidated basis.
*These countries represent where OSP Group has our production units.
**The financial information in the above table is consistent with OSP Group Consolidated Financial Statements
Effective Tax Rate
| Reconciliation of effective tax rate | Consolidated financial statements 2025 | |
|---|---|---|
| Rate (%) | ||
| Profit before income tax expense | 4,385.80 | |
| Income tax using the Thai corporation tax rate | 20% | 877.16 |
| Effect of different tax rates in foreign jurisdictions | 22.51 | |
| Share of (profit) loss of joint ventures and associates accounted for using equity method | (29.19) | |
| Income not subject to tax | (344.09) | |
| Additional deductible expenses for tax purposes | (44.94) | |
| Expenses not deductible for tax purposes and others | 14.49 | |
| Recognition of previously unrecognized tax losses | (6.95) | |
| Current year losses for which no deferred tax asset was recognized | 43.13 | |
| Total | 12% | 532.12 |
Osotspa Group's effective tax rate for the fiscal years 2024 and 2025 were at 18.45% and 12.13% respectively, comparing with Thailand corporate income tax rate at 20%.
- Effects of different tax rates in foreign jurisdictions amounted to THB 32.43 Million and THB 22.51 Million in 2024 and 2025, respectively.
- Share of (profit) loss of joint ventures and associates accounted for using equity method amounted to THB (41.62) Million and THB (29.19) Million in 2024 and 2025, respectively.
- Income not subject to tax amounted to THB (272.87) Million and THB (344.09) Million in 2024 and 2025, respectively, transaction in 2025 mainly from BOI tax privilege and gain on sale of investments in Singapore not recognized as income until proceeds are remitted into the country.
- Additional deductible expenses for tax purposes amounted to THB (42.01) Million and THB (44.94) Million in 2024 and 2025, respectively, mainly from double deduction from investment in machinery, training for employees and donation.
- Expenses not deductible for tax purposes and others amounted to THB 320.12 Million and THB 14.49 Million in 2024 and 2025, respectively, transaction in 2025 mainly from impairment of loss on assets.
- Recognition of previously unrecognized tax losses amounted to THB (31.20) Million and THB (6.95) Million in 2024 and 2025, respectively, from the utilization taxable losses from previous periods in the current period.
- Current year losses of which no deferred tax asset was recognised amounted THB 1.76 Million and THB 43.13 Million in 2024 and 2025, respectively.
Board Average Tenure
Osotspa seeks to maintain an appropriate balance between Board continuity and Board renewal to support effective oversight, informed decision-making, and long-term value creation.
Following the 2026 Annual General Meeting of Shareholders, the Board of Directors comprises 17 members with a diverse mix of experience, knowledge, and perspectives. Based on the current Board composition, the average tenure of Board members is 6.29 years.
The average tenure is calculated using each director’s first appointment year to the Board as the starting point. In line with the calendar-year methodology, the tenure of each director is determined by subtracting the year of first appointment from the 2026 assessment year. The month and day of appointment are not taken into account. The tenure of all current Board members is then aggregated and divided by the total number of Board members.
For the current Board, the aggregate tenure of the 17 directors is 107 years, resulting in an average Board tenure of 6.29 years.
This level of Board tenure reflects Osotspa’s approach to preserving institutional knowledge and continuity while continuing to refresh the Board with new capabilities and perspectives that support the Company’s evolving business environment and long-term strategic direction.