Corporate Governance and Sustainability Committee

Corporate Governance and Sustainability Committee Charter (Revision No.9)

Table of Contents

1. Objective
2. Definition
3. Appointment
4. Qualification
5. Duties and Responsibilities
6. Term and Remuneration
7. Meeting
8. Reporting
9. Effective Date

1. Objective

PTT Exploration and Production Public Company (PTTEP) is committed to conducting business with responsibility and resilience while continuously creating shared value to stakeholders through sustainability framework with committee to achieving Net Zero Greenhouse Gas Emissions by 2050. Our Sustainability Framework consists of 3 key aspects, namely High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC). As a result, the Corporate Governance and Sustainability Committee has been appointed to establish target, policy/statement and promote sustainability operations. Along with responsibility towards the community, society and the environment.

2. Definition

“The Company” means PTT Exploration & Production Public Company Limited (PTTEP) and PTTEP’s subsidiaries “Board” means the Board of Directors of PTTEP

3. Appointment

The Board appoints the Corporate Governance and Sustainability Committee which is composed of at least three PTTEP directors, a majority of whom must be independent directors.

The Board will appoint one Committee Member as a Chairman of the Corporate Governance and Sustainability Committee while a Head of Corporate Secretary will be appointed as Secretary of the Corporate Governance and Sustainability Committee.

4. Qualification and Forbidden Elements

A Committee Member must possess qualifications and not have any forbidden elements based on the following criteria;

1. Be a Director and not the Chairman or Chief Executive Officer of PTTEP
2. Be able to give adequate time for the Corporate Governance and Sustainability Committee’s performance.
3. Be a Corporate Governance and Sustainability Committee member who is an independent director should possess independence qualifications as defined in Good Corporate Governance of PTTEP.

5. Duties and Responsibilities

The duties and responsibilities of the Corporate Governance and Sustainability Committee are as follows:

1. To establish the Company’s sustainability target, policy/statement, road map covering the key aspects of High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC) including consider Sustainability’s work plan and budget which will be proposed to the Board for approval.
2. To advise, promote and ensure that the Company’s operation complies with the objective, the company’s sustainability policy/statement and achieves its target and matches with the practice of leading companies. To promote and assure that the Board, management, and all personnel follow and perform efficiently in line with the sustainability framework.
3. To review the Company’s sustainability target, policy/statement and road map in responding to changing of the business environment, along with the laws, the international best practices and the recommendations of leading institutions, taking into consideration shareholders’ proposals as well as responding to the shareholders.
4. To oversee, monitor and evaluate the Company’s performance related to sustainability to increase efficiency and balance while creating the most value to the Company and stakeholders. To regularly report the performance progress to the Board.
5. To establish the Company’s good corporate governance and business ethics policy which will be proposed to the Board for approval, recommend and ensure the implementation at every level and review annually the Policy in responding to the laws and the international best practices. To oversee the Company’s regular evaluation and report on the compliance of PTTEP’s good corporate governance and business ethics.
6. To oversee the disclosure of the information of the Company’s sustainability to stakeholders in the annual report and sustainability report.
7. To review this Charter regularly for its appropriateness and timeliness.
8. To disclose the Committee’s performance in the Company’s annual report.
9. To perform other duties as may be assigned by the Board.

In order to perform the duties according to this Article, the Corporate Governance and Sustainability Committee may seek opinions from any other independent professional counselor or appoint the working committee when it is deemed necessary and appropriate. The training and capability development of the Committee Members for the knowledge related to the Company’s activities shall be the responsibility of the Company.

The Corporate Governance and Sustainability Committee is responsible directly to the Board according to the duties and responsibilities, while the responsibilities for all activities of PTTEP towards third persons are still vested in the entire Board.

6. Term and Remuneration

The term of service of the Committee Member is equivalent to the director of the Board.

In case any Committee Member vacates from Office or is unavailable before the expiration of his term of service, the Board shall appoint replacement director(s) to be Corporate Governance and Sustainability Committee Members not later than 3 months from the date of incomplete composition of the Corporate Governance and Sustainability Committee.

Upon the expiration of the term of service, if there is no appointment of a new Corporate Governance and Sustainability Committee Member, the expiring Committee Member shall continue to perform the duty until the arrival of a new Corporate Governance and Sustainability Committee Member.

The expiring Committee Member(s) may be re-appointed for another term.

Besides vacating from the office by expiration of term of service, the Corporate Governance and Sustainability Committee Member has to resign once he/she no longer possesses the qualifications or has forbidden elements according to Article above.

The Corporate Governance and Sustainability Committee will receive an appropriate remuneration approved by the Shareholders’ Meeting for his duties and responsibilities and PTTEP has to disclose that remuneration in its annual report.

7. Meeting

The Corporate Governance and Sustainability Committee’s meeting shall be held at least four times a year.

The Corporate Governance and Sustainability Committee’s Meeting shall have a quorum of not less than a half of the Committee Members. If the Chairman is absent, the attending Committee Members have to choose one Committee Member as Chairman of the Meeting.

Each decision of the Meeting is exercised by majority vote. Each Corporate Governance and Sustainability Committee Member has one vote. If the votes are equal, the Chairman will have an additional casting vote. The Secretary of the Corporate Governance and Sustainability Committee has no right to vote.

Any Corporate Governance and Sustainability Committee Member who has any personal interest or any conflict of interest in a matter being considered must inform the Meeting and abstain from expressing an opinion and voting on the issue and leave the Meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member to stay in the Meeting room to provide information on the issue so that the Committee can deliberate on the issue thoroughly. However, such Committee member is not allowed to vote or make a decision on the issue.

The Corporate Governance and Sustainability Committee has the authority to invite the management, or any other concerned parties or other appropriate persons to participate or to explain the concerned subjects in the Meeting.

8. Reporting

The Corporate Governance and Sustainability Committee must regularly report to the Board the result of the Meeting or other necessary reports.

9. Effective Date

This Charter has come into force since May 3, 2023.

The Corporate Governance and Sustainability Committee Report

PTTEP emphasizes on operating our business for sustainability by taking into consideration Thailand’s goals and the global trends in addressing climate change, driving operations to correspond with energy transition, while adhering to Good Corporate Governance and Business Ethics.

PTTEP’s Board of Directors has appointed the Corporate Governance and Sustainability Committee to establish the Company’s sustainability target, policy, and roadmap, which covers Governance, Risk Management, and Compliance (GRC) principles, to drive sustainable business operations and growth. The Committee comprises four directors, which includes three independent directors, namely Mr. Phongsthorn Thavisin, Mr. Veerathai Santiprabhob, Mr. Ekniti Nitithanprapas, and Mr. Danucha Pichayanan.

In 2024, the Committee convened four times in which all directors attended every meeting. The agenda items and outcomes of the Committee’s undertakings this year can be summarized as follows:

1. Revised PTTEP Good Corporate Governance and Business Ethics (CG&BE) to align with current international standards, including the Organization for Economic Co-operation and Development Principles (OECD) 2023, Corporate Governance Code 2017 from The Securities and Exchange Commission, along with the Ten Principles of the United Nations Global Compact. This is to consequently assure that the CG&BE is an integral part of achieving the Company’s sustainability framework under the GRC element.
2. Reviewed GRC targets and work plan (GRC Strategy, Target, and Roadmap) to not only ensure the alignment with international standards but also to promote the application of GRC principles to achieve operational objectives sustainably. The crucial part included the specification of targets and work plans to cultivate a strong GRC-driven culture throughout the Company.
3. Continuously promoted the application of Good Corporate Governance and Business Ethics (CG&BE) throughout operational areas of PTTEP, including the undertakings of directors, the management, and employees through activities, such as workshops to review and enhance understanding of CG&BE principles, enabling all employees to apply in their work. At the same time, vendors were encouraged to participate in the Company’s online training on anti-corruption. Employees were also reminded of the importance of conflicts of interest and were required to self-assess their conflicts of interest at least once a year. The Company also raised employees’ awareness of the No Gift Policy and invited employees to participate in Anti-Corruption Day activities, PTT Group CG Day 2024, and evaluation programs to help enhance corporate governance standards of the Company. This helps develop PTTEP's good governance standards. More importantly, employees were encouraged to adopt GRC principles to further foster a strong corporate culture for the Company.
4. Considered, monitored, and provided advice on PTTEP implementation of the sustainability strategy, which can be divided as follows:
   1. 4.1
      Considered the 2025 work plan and budget on sustainability to ensure operational continuity in alignment with PTTEP’s sustainability material topics, as well as to achieve the long-term sustainability targets covering Environmental, Social, and Governance (ESG) dimensions. The committee particularly focused on the work plans under the decarbonization strategy aimed at achieving Net Zero Greenhouse Gas (GHG) Emissions by 2050.
   2. 4.2
      Reviewed and provided recommendations on GHG emissions reduction management in line with the established implementation plan. This involved revisiting the guideline of the ration on effects of GHG emissions for investment decisions in new Exploration and Production (E&P) projects, including the application of PTTEP’s Internal Carbon Pricing (ICP) and its implementation. The Committee also considered the carbon credit management and governance model, as well as set carbon credit portfolio aspiration and strategy through various methods, such as forest conservation and restoration, collaboration with external agencies, and carbon credit acquisition through potential platforms with clear governance structure. Furthermore, the Committee suggested strengthening the GHG measurement, reporting, and data verification along with establishing a concrete decarbonization work plan to proactively cope with global trends in fossil fuel consumption and closely monitor the emerging laws and regulations. The progress shall be presented to the Committee on a quarterly basis to ensure the achievement of decarbonization targets which include reducing the GHG emissions intensity by at least 30% by 2030 and 50% by 2040, according to the 2020 baseline, and achieving Net Zero GHG Emissions by 2050.
   3. 4.3
      Monitored the sustainability performance on a quarterly basis to ensure alignment with the annual work plans and targets. Additionally, the promotion of public communication was encouraged to raise public awareness about the effectiveness of the Company’s sustainability initiatives, especially by new approaches that could enhance recognition of PTTEP’s initiatives such as publicizing the PTTEP Ocean Data Platform to enhance data utilization for studies and research and communicating the importance and benefits of the Carbon Capture Storage (CCS) for Thailand's economy. Furthermore, the Committee provided extensive recommendations on the Company’s sustainability efforts, such as creating an adaptation plan relative to “Ocean for Life” strategy, with regard to climate change expanding the PTTEP Ocean Data Platform database and integrating the data with other global platforms to stimulate new research and knowledge for Thailand benefits, along with waste management to ensure target achievement of the Zero Waste to Landfill for domestic operations by 2025.
   4. 4.4
      Monitored PTTEP’s implementation of Corporate Social Responsibility (CSR) projects based on 2023 and 2024 work plans. The Committee recommended the Company to focus on the implementation of CSR projects that are associated with PTTEP’s sustainability strategy and advised to prioritize projects based on evaluation of their implementations and social return on investment (SROI). This was to ensure concrete benefits for society and environment, both domestically and internationally, as well as being in line with the concept of Sustainability.
   5. 4.5
      Reviewed sustainability performance reporting and public disclosure to ensure alignment with PTTEP’s sustainability material topics as well as Good Corporate Governance and Business Ethics under the 56-1 One Report 2024. Moreover, it was recommended that the content undergo verification by external parties for accuracy and reliability.
5. Supported the continuous arrangement of site visit activities for shareholders. The objectives are to enhance an understanding of PTTEP business, build confidence in investing in the PTTEP, and strengthen long-term relationships between shareholders and the Company.

Throughout the year, the Committee has performed its assigned duty with prudence, competence, and independence to strengthen PTTEP’s corporate governance, business ethics, and sustainability development for the optimal benefit of the organization, shareholders, and stakeholders. The Committee also informed the Board of Directors on the performance report on a quarterly basis.

Phongsthorn Thavisin
(Mr. Phongsthorn Thavisin)
Chairman of the Corporate Governance and Sustainability Committee