CORPORATE GOVERNANCE
Business Principle Overview
At Exotic Food Public Company Limited, we are deeply committed to elevating Thai brands to global recognition. Driven by the principle of creating shared value, we have established a clear operational framework designed to guide our organization toward true, long-term sustainability:
Vision: "To be the first brand that comes to consumers' minds when thinking about Thai food."
Objective: To create products that deliver high-quality, authentic Thai flavors, making them easily accessible for everyone to enjoy from their local supermarkets anywhere in the world.
Triple Bottom Line Sustainability Goal: We aim to drive business growth in harmony with our social and environmental responsibilities. By embracing the Triple Bottom Line framework—People, Planet, and Profit—we strive to maintain a sustainable equilibrium that creates lasting, long-term value for all our stakeholders.
Sustainability Commitment: "Every Bite Matters, Every Smile Counts" — By sharing delicious Thai cuisine made with locally sourced ingredients with the world, we aim to delight our customers, uplift the lives of our local farmers, and promote the well-being of our workforce. Together with our stakeholders, we strive to create a better life for all.
Key Policies
We recognize that an efficient, transparent, and accountable management system is the cornerstone of building trust with our shareholders, investors, and the broader community. Accordingly, we strictly adhere to the Corporate Governance Code (CG Code) for listed companies prescribed by the Securities and Exchange Commission (SEC) of Thailand. To ensure rigorous, standardized frameworks across our business operations, we have implemented comprehensive policies spanning all key organizational dimensions:
Corporate Governance & Ethics
Corporate Governance Policy
https://www.exoticfoodthailand.com/corporate-governance/Corporate_Governance_Policy.pdfSustainability
Sustainability Policy
https://www.exoticfoodthailand.com/corporate-governance/Sustainability_Policy.pdfEnvironmental policy
https://www.exoticfoodthailand.com/corporate-governance/Environmental_policy.pdfCarbon Neutrality Policy and Commitment
https://www.irplus.in.th/Listed/XO/pdf/Exotic_Company_Commitment_EN.pdfRisk Management & Anti-Corruption
Risk Management Policy
https://www.exoticfoodthailand.com/corporate-governance/Risk_management_policy.pdfSupply Chain and Financials
Billing and Payment Cut-off Schedule
https://www.exoticfoodthailand.com/corporate-governance/Billing_and_payment_cutoff_schedule.pdfGrievance Mechanism and Whistleblower Protection
To support our ethical standards, we maintain a robust grievance management system that allows stakeholders to safely report complaints and suggestions. This process is backed by strict whistleblower confidentiality measures to ensure complete protection without fear of retaliation. We actively communicate these policies to all directors, executives, and employees to foster a culture of proactive transparency and accountability throughout the organization.
Business Ethics Performance
Our dedication to ethical governance and regulatory compliance is reflected in our key 2025 operational milestones:
Sustained Transparency via CAC Recertification:
Reflecting our zero-tolerance approach to corruption, we successfully achieved our second consecutive recertification (2-Star status) as a full member of the Thai Private Sector Collective Action Against Corruption (CAC). Valid through December 2028, this recognition validates our robust internal controls and long-term consistency in upholding strict anti-corruption standards.Zero Compliance Violations:
Throughout the 2025 reporting year, we recorded zero complaints across our operations. We found no instances of conflicts of interest, insider trading, or corruption, and zero violations of social, human rights, or environmental laws.Corporate Governance Structure
At Exotic Food Public Company Limited, we believe that sustainable growth begins with robust governance. Therefore, we embed unwavering transparency and ethical practices deeply into every facet of our operations. Our management and Board structures are deliberately designed to promote effective checks and balances, proactively prevent conflicts of interest, and enhance our overall competitiveness. This ensures we deliver a resilient, trustworthy business foundation for stakeholders across our entire value chain.
Board Composition and Independence
Separation of Power
We maintain a strict policy separating the roles of Chairman of the Board and Chief Executive Officer (CEO). To guarantee objective and independent oversight of our management team, our Chairman serves as an Independent Director.
Independence and Board Size
Our Board of Directors comprises 10 members, including 6 Independent Directors. By maintaining a 60% independent majority—exceeding the standard half-board requirement—we ensure impartial decision-making that strictly prioritizes the best interests of the company and our stakeholders.
60%Executive Director
40%
Board Diversity
We actively embrace board diversity, cultivating an inclusive leadership environment that values broad perspectives regardless of gender, age, or ethnic background. Currently, our Board includes 2 female directors, representing 20% of our leadership team.
20%Male
80%
Board Committees
To maintain strong corporate governance, our Board of Directors delegates specific oversight duties to specialized committees while entrusting day-to-day operations to the executive management team. To safeguard our corporate integrity, the Audit and Risk Management Committee—composed entirely of five independent directors (100%), including a designated financial expert—provides rigorous oversight of our financial reporting, internal controls, risk management, connected transactions, and potential conflicts of interest.
Furthermore, the Nomination and Remuneration Committee operates with an independent majority and is chaired by an Independent Director. This structure ensures a highly transparent selection process for our top executives, alongside fair, performance-linked compensation. To embed long-term value creation into our core business, the Sustainability Committee oversees our ESG strategies across the entire value chain, driving comprehensive initiatives that balance environmental stewardship with community well-being and economic resilience.
To propel these overarching corporate strategies forward, the Executive Committee is responsible for translating the Board's policies into decisive action. This management team develops comprehensive business plans and leads the operational initiatives necessary to achieve stable, sustainable growth.
Board Skill Matrix
To demonstrate that the Board possesses the comprehensive knowledge and strategic capabilities required for a global food business, the Company has summarized the Board Skill Matrix for all 10 directors as follows
| Name | Position | Age | Gender | Key Skills & Expertise |
|---|---|---|---|---|
| Mr. BANPHOT HONGTHONG | CHAIRMAN OF THE BOARD OF DIRECTORS, INDEPENDENT DIRECTOR | 78 | Male | Corporate Governance, Leadership, Economics, Agribusiness, Insurance |
| Mr. JITTIPORN JANTARACH | CHIEF EXECUTIVE OFFICER, DIRECTOR | 51 | Male | Business Administration, Marketing, Food & Beverage, Negotiation, Leadership |
| Miss VASANA JANTARACH | CHIEF EXECUTIVE OFFICER, DIRECTOR | 46 | Female | Marketing, Business Administration, Strategic Management, Leadership |
| Mr. WATTANA JANTARACH | VICE CHAIRMAN | 76 | Male | Business Administration, Accounting, Organizational Management, Food & Beverage |
| Mrs. SOYPHET JANTARACH | DIRECTOR | 77 | Female | Business Administration, Food & Beverage, Accounting |
| Mr. KITTISAK BENCHARIT | INDEPENDENT DIRECTOR, CHAIRMAN OF THE AUDIT COMMITTEE | 76 | Male | Economics, Corporate Governance, Capital & Securities, Accounting, Audit |
| Mr. THANUCHKRIS TECHARATTANAKRAI | INDEPENDENT DIRECTOR, AUDIT COMMITTEE | 65 | Male | Accounting, Finance, Corporate Governance, Audit (Financial Review Experience) |
| Mr. PRAKIT PRACHONPACHANUK | INDEPENDENT DIRECTOR, AUDIT COMMITTEE | 79 | Male | Corporate Governance, Audit, Public Administration |
| Mr. SARAVUT MENASAVET | INDEPENDENT DIRECTOR, AUDIT COMMITTEE | 77 | Male | Law, Corporate Governance, Public Administration, Audit, Insurance |
| Mr. SUDJAI NILODOM | INDEPENDENT DIRECTOR, AUDIT COMMITTEE | 64 | Male | Law, Corporate Governance, Audit, Capital & Securities |
Internal Audit and Control Systems
To ensure strict independence, objectivity, and transparency, we outsource our internal audit function to Dharmniti Internal Audit Co., Ltd., an independent external firm. Led by an audit expert with over 19 years of experience, this function reports directly to our Audit and Risk Management Committee, ensuring complete separation from the executive management team.
Complementing this independent internal oversight, our annual financial statements and reports are audited and certified by KPMG Phoomchai Audit Ltd. Notably, their independent review reported no significant deficiencies or adverse observations regarding our internal controls. Based on these rigorous evaluations, our Board of Directors confirms that our internal control system—structured in accordance with the globally recognized COSO framework—is robust, appropriate, and highly effective in safeguarding corporate assets against fraud, corruption, and unauthorized use.
Shareholders' Rights and Annual General Meeting (AGM)
We highly value and respect the rights of all shareholders, ensuring equitable treatment and transparent engagement across all corporate interactions. To facilitate informed decision-making and active participation, we have established the following rigorous AGM practices:
- Accessible and Advance Notice:Accessible and Advance Notice: We issue the Annual General Meeting (AGM) notice and all relevant supporting documents at least one month in advance of the meeting date. Shareholders can easily access official announcements—including the schedule, venue, and electronic meeting (e-AGM) registration channels—directly through our Investor Relations portal. This guarantees our investors have ample time to thoroughly review every agenda item before casting their votes.
- Equitable Voting ("One Share, One Vote"): Equitable Voting ("One Share, One Vote"): We strictly adhere to the "one share, one vote" principle for all meeting resolutions to guarantee absolute fairness. We actively encourage shareholders to exercise their fundamental rights to vote on critical corporate matters, including the annual election or re-election of individual directors, the approval of executive and board remuneration, and the appointment of external auditors.
- Transparent Result Disclosure: To maintain the highest standards of accountability, we ensure all voting processes are clear, independent, and verifiable. Immediately following the conclusion of the AGM, we publicly disclose the detailed voting results for every single agenda item—explicitly categorized by votes cast for, against, and abstained—reflecting our unwavering commitment to corporate transparency.