Corporate Governance and Business Ethics

Importance

Effective corporate governance and strong business ethics are critical challenges for every organization. Upholding high standards of ethical conduct and good governance not only enhances transparency and reduces the risk of fraud, but also builds trust and satisfaction among all stakeholders, including internal stakeholders such as, shareholders whose rights and benefits are protected, and employees who are treated fairly, provided with a safe working environment, fair compensation, and opportunities for stable career growth. For external stakeholders, such as business partners, fair treatment is ensuring; customers gain confidence in the quality, safety, and standardization of goods and services. At the same time, communities, and the government benefit from responsible environmental and social practices. These outcomes foster trust, add value to the organization, and generate business revenue. Moreover, a strong internal control system is essential in preventing misconduct, minimizing legal disputes, and safeguarding the organization’s reputation, all of which directly impact growth opportunities and sustainable profitability.

Central Retail is committed to conducting business with transparency and responsibility toward its stakeholders, based on effective corporate governance and ethical business practices. Central Retail has established policies overseen by the Board of Directors and the Corporate Governance and Sustainability Committee, alongside implementing prevention measures, and providing employee training to address associated risks. Through this commitment, Central Retail has earned the trust of its stakeholders, leading to increased brand loyalty, improved access to capital, and the ability to attract and retain top talent. These factors are key drivers to support the organization's stable and sustainable growth.

Management Approach

Transparency and accountability are essential foundations for an effective corporate governance in today's competitive and ethically conscious market. To ensure that the operations are transparent and accountable, Central Retail appointed the Board of Directors based on their ethics, diverse expertise, and experience in the retail industry.

Furthermore, Central Retail established Corporate Governance and Sustainability Committee to oversee the implementation and effectiveness of corporate governance and business ethics practices, as well as ensuring their effective integration into all business operations. This committee also provides valuable guidance which drives continuous improvement in Central Retail’s ethical and sustainable practices. In addition, Central Retail has established the Management-level ESG Committee to oversee corporate sustainability issues and support the Corporate Governance and Sustainability Committee in driving sustainability strategies and action plans. These efforts cover governance, social, and environmental dimensions, with the objective of creating long-term value for Central Retail.

Corporate Governance Structure

(As of 27 February 2026)

Click to enlarge

Central Retail has adopted a comprehensive set of policies to guide ethical conduct across all areas of its operations. Central Retail’s corporate governance and anti-corruption policies provide clear guidelines and a solid foundation for responsible decision-making by employees and stakeholders. To further strengthen its commitment to transparency and accountability, Central Retail has a whistleblowing policy which allows any stakeholder to report potential misconduct or unethical behavior while protecting whistleblowers from any form of retaliation, ensuring their confidence, and encouraging them to voice concerns. This confidential system fosters a culture of open communication and empowering all stakeholders to contribute to a more ethical business.

Composition of the Board of Directors

Executive Director

2

People

Non-Executive Director

15

People

Independent Director

6

People

Female Director

4

People

Central Retail has established an appropriate Board structure, composition, and qualifications aligned with Central Retail’s business operations. The Board consists of directors with diverse skills, knowledge, expertise, and experience, including diversity in gender and age, to strengthen well-rounded strategic perspectives and effective corporate governance in driving Central Retail’s business.

Currently, the Board comprises 17 directors, consisting of 15 non-executive directors, 2 executive directors, and 6 independent directors. These independent directors possess independence qualifications as specified by Central Retail, which are more stringent than the qualifications stipulated under the regulations of the Capital Market Supervisory Board.

The Board of Directors recognizes the importance of corporate governance and of performing its duties in compliance with applicable laws, objectives, regulations, and resolutions, with responsibility, due care, and integrity to safeguard the rights of, and act in the best interests of, Central Retail and all its shareholders. However, even when such actions are taken within the appropriate legal framework and with the intent to benefit Central Retail, they may nonetheless impact stakeholders’ interests and expose the directors to personal liability. Accordingly, the directors of Central Retail and its subsidiaries acknowledge that there is no limitation on their liabilities; provided that such actions are lawful, Central Retail and its subsidiaries will extend full protection and support in the conduct of those actions.

Board of Directors Information

Corporate Governance and Code of Conduct Handbook

To ensure that Central Retail’s directors, executives, employees, and all relevant persons conduct their duties with responsibility, integrity, transparency, accountability, and ethics toward all stakeholders, Central Retail has developed a Corporate Governance and Code of Conduct Handbook. This handbook contains policies and guidelines on topics such as Business Ethics, whistleblowing channels, compliance process, and all policies and guidelines for good corporate governance. The Board of Directors, through the Corporate Governance and Sustainability Committee, is responsible for periodically review of the handbook to ensure its relevance and alignment with current circumstances.

The handbook is available for download on Central Retail’s website and has been communicated to all directors, executives, and employees through the intranet, email, and training programs. Furthermore, all personnel are required to acknowledge, adhere to, and strictly comply with the handbook's provisions.

Corporate Governance and Code of Conduct Handbook

Download

Response to Employee Misconducts

The employees who were non-compliant to Code of Conduct will be investigated and subjected to punishment according to Central Retail workplace regulation, which may include termination of employment and consideration of legal action. In addition, the support to others person’s misconduct, the omission or negligence when witnessing the non-compliance or the act that impedes the investigation process, and an unfair act to the person giving truth are deemed as the non-compliance.

The employees who were involved in the cases of corruption, bribery, and fraud were accordingly disciplined by termination of employment; notifying the concerned employee of the investigation procedure and result as well as remedial measure; the concerned employee made responsible for the remedial cost. Central Retail will consider taking a legal action to prevent any future wrongdoings.

In the event of any wrongdoing involving customers, Central Retail will contact the customers to apologize, provide an explanation, and compensate for any damages incurred.

To prevent cases of corruption, bribery and fraud, Central Retail has put in place prevention measures, updated its internal control process, and added training on business ethics.

Central Retail regularly reviews its policies, procedures, and Corporate Governance and Code of Conduct Handbook annually. The annual review process ensures that the handbook remains relevant and aligned with evolving industry standards and best practices. All employees will be informed of the revision via email and intranet.

Project Highlights

Central Retail’s affiliates have been certified as members of the Thai Private Sector Collective Action Against Corruption (CAC)

Central Food Retail Co., Ltd., CRC Thai Watsadu Co., Ltd., and Power Buy Co., Ltd., were certified on March 31, 2026, with the support of Central Retail Corporation Co., Ltd., which participated in the special program of CAC (CAC Change Agent). Central Retail joined CAC program to promote transparent and accountable business practices, and to foster an organizational culture grounded in ethics and integrity throughout the entire business value chain.

Code of Conduct Communication and Training

Central Retail has communicated its Good Corporate Governance principles and Code of Conduct to directors, executives, and employees to foster ethical business understanding and define roles in upholding integrity standards. Communication is delivered through various channels, including meetings, emails, internal communications, videos, Corporate Governance Day activities, social media such as Line Groups, Microsoft Teams, and Viva Engage, and the corporate websites. Furthermore, Central Retail has developed Code of Conduct training courses and assessments covering key topics, such as work ethics, Insider Trading, Conflict of Interest, Anti-Corruption, Human Rights, the Personal Data Protection Act (PDPA), and Information Security. In 2025, 100% of the Board of Directors and 99% of employees in Thailand, comprising 97% of executives and 99% of general staff, acknowledged and attended the training, with 100% of participants passing the assessment.

Additionally, the training was provided to employees regarding Central Retail’s whistleblowing guidelines. This training explains the procedures employees must follow when filing a complaint, including the requirement to provide complete details and supporting evidence. Also clearly determine between actions that constitute a violation and those that do not, ensuring an accurate and precise understanding among employees. The training aims to raise awareness of Central Retail's official whistleblowing channels and provide guidance on how to access and utilize these channels effectively.