Corporate Governance and Ethics

Corporate Governance

Good Corporate Governance, Business Ethics, Legal Compliance, and Relevant Regulations

The Board of Directors of Modernform recognizes the paramount importance of good corporate governance. The Company firmly believes that conducting business with integrity, ethics, transparency, and accountability towards all stakeholders is fundamental to Modernform's stable and sustainable growth. Consequently, the Company has established a Good Corporate Governance Policy to serve as a guiding principle for creating long-term value for the business and fostering confidence among all stakeholder groups. This ultimately leads to enhanced competitiveness, strong financial performance with consideration for long-term impacts, ethical business conduct, and respect for the rights and responsibilities of shareholders and stakeholders. The Company's practices align with the principles of the Corporate Governance Code for Listed Companies (CG Code) of The Organization for Economic Co-operation and Development (OECD), the criteria of the Corporate Governance Report (CGR) assessment by the Thai Institute of Directors (IOD), the Sustainable Stock Assessment (SET ESG Ratings) criteria, and the requirements for membership in Thailand's Private Sector Collective Action Coalition Against Corruption (CAC).

The Board of Directors has entrusted the Corporate Governance and Sustainable Development Committee with the responsibility of regularly reviewing, monitoring, and promoting Modernform's business operations in accordance with the Good Corporate Governance Policy on an annual basis. The Company disseminates this policy to all executives and employees through the internal information system and on the company website: https://www.modernform.co.th

Commitment and Goals

Maintain the Corporate Governance Report (CGR) assessment rating at the "Excellent" level (5 stars) continuously every year.
Maintain continuous renewal of Thailand's Private Sector Collective Action Coalition Against Corruption (CAC) membership certification in every assessment cycle.
Focus on sustainability disclosure in alignment with international standards such as ISSB and GRI, under the Stock Exchange of Thailand's new assessment framework.

Corporate Governance Performance in 2025

Composition of the Board of Directors

The Board of Directors has delegated to the Nomination and Remuneration Committee the responsibility of identifying qualified individuals to serve as directors. Candidates are selected from distinguished individuals possessing knowledge, abilities, skills, expertise, and diverse work experience that would be beneficial in overseeing the Company, without discrimination based on gender, nationality, ethnicity, religion, or cultural background. A clear separation of duties and responsibilities exists between the Board of Directors and the Management. The Board of Directors plays a crucial role in setting the Company's policies, targets, business plans, and budget, as well as overseeing the Management to ensure efficient and effective execution in accordance with the delegated policies.

The Board of Directors has established policies and reviews the structure of the Board and its sub-committees, considering the appropriate size, composition, qualifications, and the proportion of independent, executive, and non-executive directors to ensure a balance of power. The roles and responsibilities of the various committees and between the Board of Directors and the Management are defined in the Board Charter. As of December 31, 2025, the Board of Directors comprised 11 members: 1 executive director, 7 non-executive directors, and 3 independent directors. These individuals possess diverse knowledge, abilities, skills, and work experience, fully meeting the qualifications aligned with the Principles of Good Corporate Governance for Listed Companies and the criteria for independent directors stipulated by the Securities and Exchange Commission (SEC).

Performance Evaluation of the Board of Directors and Senior Management

Evaluation Criteria

The Board of Directors and its sub-committees, comprising the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Sustainable Development Committee, and the Risk Management Committee, conduct both collective and individual self-assessments. The Company mandates an annual performance evaluation of the Board of Directors and its sub-committees, at least once per year, with the results reported to the Board of Directors annually. This process aims to review the performance of the Board and its sub-committees, utilizing the self-assessment guidelines for the board of directors provided by the Stock Exchange of Thailand, adapted to suit the Company's specific characteristics and board structure. This framework serves to assess the execution of the Board's duties and to consider the achievements and challenges of the past year related to the Company's operations, thereby enabling improvements to the efficiency and effectiveness of the Board and its sub-committees, as well as serving as the basis for consideration of remuneration for the Board and sub-committee members.

Performance Evaluation Topics: Board of Directors

·Evaluation of the Board of Directors as a whole: Comprises 6 categories, including: Board Structure and Qualifications; Roles, Duties, and Responsibilities of the Board; Board Meetings; Performance of Director Duties; Relationship with Management; and Self-Development of Directors and Executive Development.

·Evaluation of Sub-committees as a whole: Comprises 3 categories, including: Structure and Qualifications of Sub-committees; Sub-committee Meetings; and Roles, Duties, and Responsibilities of each Sub-committee.

·Evaluation of individual directors: Comprises 6 categories, including: Excellence in Knowledge and Ability; Independence; Readiness to Perform Duties; Attention to Duties and Responsibilities; Performance of Duties within Committees; and Vision for Long-term Value Creation for the Business.

·Assessment of the adequacy of the internal control system: Comprises 17 categories, including: Reporting Structure; Fraud Risk Assessment; Enterprise Risk Assessment; Data Management; and Technology System Development, etc.

Performance Evaluation Topics

Chief Executive Officer

Regarding the performance evaluation of the Chief Executive Officer and Managing Director, the Board of Directors has assigned the Nomination and Remuneration Committee to conduct the evaluation. The assessment follows the CEO Performance Evaluation guidelines provided by the Stock Exchange of Thailand (SET). The evaluation topics include: Goal Setting; Leadership; Strategy Formulation; Strategy Implementation; Financial Planning and Execution; Relationship with the Board of Directors; External Stakeholder Relations; Personnel Management and Relations; Succession Planning; Knowledge of Products and Services; and Personal Attributes, etc.

Anti-Corruption

The Company recognizes the importance of combating corruption and is committed to conducting business ethically within the framework of good corporate governance, adhering to principles of good governance and a code of business conduct, while also considering social and environmental responsibilities. This commitment aims to assure stakeholders of the Company's transparent, fair, and auditable business practices.

Operational Guidelines

The Company has been certified as a member of Thailand's Private Sector Collective Action Coalition Against Corruption (Thai CAC) since 2023 to the present.
Announced an Anti-Corruption Policy and implemented it as a strict guideline for all members of the Board of Directors, executives, and employees of the Company.
Communicated the Anti-Corruption Policy to executives, employees, customers, business partners, and other stakeholders of the Company.
Provided annual training on the Anti-Corruption Policy guidelines, as well as relevant rules and regulations, to all executives and employees to foster a strong foundation for transparent business operations.
Monitored the operations of all departments to ensure compliance with regulations and identify any deficiencies, weaknesses, and recommendations for improving the efficiency of the operational systems.

In 2025, the Company received no complaints or whistleblowing reports regarding fraud or corruption through its established whistleblowing channels.

Legal and Regulatory Compliance

In 2025, the Company continued to uphold the highest standards of transparent and legally compliant business operations. No environmental, social, or governance violations or legal proceedings were found. Furthermore, the Company maintained its corporate governance assessment rating at the 'Excellent' level (5 stars) from the Thai Institute of Directors (IOD) for the second consecutive year.

Commitment and Goals

Maintain the CGR assessment rating at the "Excellent" level (5 stars) continuously every year.
Maintain membership in Thailand's Private Sector Collective Action Coalition Against Corruption (CAC), with the goal of passing recertification every 3 years as scheduled.
Zero fines or penalties from non-compliance with laws and regulations related to the business.
0 cases of personal data breaches affecting customers and employees under the Personal Data Protection Act (PDPA).
100% of employees and directors must complete the Business Ethics assessment test with a passing score of no less than 80 percent.

Operational Guidelines

International Certification: The Company has been certified as a Thai CAC member since 2023 and is committed to strict renewal of certification as scheduled.
Culture Building: The Anti-Corruption Policy and Business Code of Conduct are established in writing and communicated to directors, executives, employees, and business partners.
Assessment and Audit: All departments are audited to identify risk points and gaps that could lead to corruption, with improvements made to the internal control system for enhanced effectiveness.

Performance Results

Incident Reporting and Corrective Measures

In 2025, the Company received no complaints or whistleblowing reports regarding fraud or corruption and no significant legal violations were identified. Nevertheless, the Company continues to prioritize the development of an accessible whistleblowing system with maximum whistleblower protection to prevent future risks.