Minor International Public Company Limited

Minor recognizes that conducting businesses entails both risks and opportunities. Effective risk management is imperative to address potential risks and pursue possible opportunities, to deliver our objectives and sustainable growth. The Risk Management Policy aims to provide a consistent framework for managing the risks of the company in accordance with good corporate governance principles.

The Board of Directors is responsible for establishing and overseeing the environment and structures for risk management to operate effectively. The Board also oversees the effectiveness of the risk management system and actively reviews the risk-reward balance within strategic plans and the integrity of risk management systems.

The Sustainability & Risk Management Oversight Committee (SRMOC) is responsible for providing direct oversight and advice on enterprise risk management practices as well as monitoring risk registers to ensure alignment with approved risk appetite and strategy. Consisting of four non-executive directors, chaired by Mr. Charamporn Jotikasthira, SRMOC updates the “Audit Committee” on key risk management activities, guidelines, policies, and processes. It also reports all meeting outcomes to the Board of Directors for acknowledgment.

The Audit Committee is responsible for helping the Board of Directors in reviewing the adequacy of the overall risk management process. The committee also coordinates with the Sustainability & Risk Management Oversight Committee to review the efficiency and effectiveness of the risk management process and provides recommendations for improvement. CEOs, CFOs, and Heads of Finance in each business group are tasked with identifying, monitoring, and implementing risk management measures. The Director of Internal Audit oversees and audits the performance of risk management. Reporting to the Audit Committee, the Director of Internal Audit is responsible for providing independent and objective assurance that the main operations and financial activities are performed according to the guidelines and that the company complies with laws and regulations relating to our businesses in all material aspects.

The Risk, Control and Compliance Committee, sponsored by the Group CEO, comprised of senior executives across all Minor’s business groups, is responsible for reviewing the overall implementation of risk management across the group and ensuring that key risks are identified and effectively managed. It reports risk management activities and key risks to the "Sustainability and Risk Management Oversight Committee" (SRMOC) for reviews and recommendations.

Business units are responsible for promoting risk awareness within their operations and effectively managing risks on a day-to-day basis. They are also responsible for identifying their own risk appetite and risk tolerance within their operations and aligning this with the broader risk appetite cascaded down to them.

The Risk Champions are responsible for supporting the business in applying risk management processes and techniques. They aim to increase awareness, ownership, and management of risks, leading to improved business performance.

The Risk Management Function is responsible for proposing and updating risk management policy, updating risk appetite and tolerance templates, building a risk awareness culture within the organization, establishing internal risk policy and structures for business units, designing, reviewing, and advising processes for risk management within the organization, and preparing risk reports to the Risk, Control, and Compliance Committee and Sustainability & Risk Management Oversight Committee. The Risk Management Function operates as an independent facilitator charged with enhancing the deployment of risk mitigation across our various business units. Working in tandem with designated risk champions from each business sector, the function leverages the Enterprise Risk Management solution and Risk Matrix for a comprehensive assessment and prioritization of risks. The dual-perspective analysis, considering both the individual business unit and the broader corporate landscape, allows for a clear articulation of our risk thresholds and the formulation of targeted mitigation strategies.

Please visit Sustainability Risk Management Oversight Committee Charter and Risk Matrix for more details.