
Importance
The AOT Board of Directors is committed to managing operations in accordance with AOT’s governance principles, best practices for directors of listed companies, and relevant rules, regulations, and guidelines of the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). AOT strives to enhance and elevate its corporate governance practices to meet international best practices. Effective corporate governance at AOT is of paramount importance to all stakeholders. Shareholders and investors gain confidence in transparent and equitable organizational management, leading to enhanced long-term value creation and investment returns. Customers and service users receive quality, safe, and fair services, complemented by efficient channels for feedback and complaints. AOT employees and personnel are treated fairly and equitably, with opportunities for career development and advancement. Business partners and suppliers benefit from fair competitive opportunities through transparent procurement processes. Communities and society receive environmental and safety stewardship, along with participation in sustainable community development initiatives.
Furthermore, good corporate governance delivers multifaceted benefits to AOT itself. Operationally, it enhances management efficiency and decision-making processes, mitigates business risks, cultivates a governance-driven organizational culture, strengthens competitive capabilities and business growth, reduces financial and operational costs, fosters sustainable business development, increases organizational adaptability to change, and creates long-term organizational value.
Policy
AOT implements corporate governance by referencing AOT’s governance policy and the Good Corporate Governance Manual for 2024, which aligns with the principles of the Organization for Economic Co-operation and Development (OECD) through its OECD Principles of Corporate Governance, the Principles and Guidelines for Good Corporate Governance in State Enterprises 2019, as well as international best practices according to the Corporate Sustainability Assessment (CSA) framework in the DJSI index by S&P Global and FTSE Russell by London Stock Exchange Group (LSEG), including the 10 principles of the United Nations Global Compact (UNGC). The policy outlines the code of conduct and practices for the AOT Board of Directors, encompassing comprehensive governance, social responsibility to society, communities, and the environment, equitable treatment of labor, and respect for human rights throughout AOT’s stakeholder ecosystem.
Furthermore, AOT has established criteria and guidelines regarding conflicts of interest for the AOT Board of Directors and senior executives to ensure clarity in concrete practical approaches and the impartial execution of duties according to their designated responsibilities and authority. Additionally, AOT is committed to complying with laws related to tax management that the company operates under, considering the proper legal utilization of tax benefits, and employing tax structures in appropriate ways that do not constitute tax avoidance.







Management Approach
AOT employs a one-tier board structure with the primary objective of maximizing shareholder value creation. The Board of Directors is composed of independent members with diverse expertise and competencies essential for airport service operations management. The governance structure robust control mechanisms, monitoring systems, oversight protocols, and continuous board performance evaluation processes, ensuring full compliance with The Stock Exchange of Thailand (SET) regulatory requirements to achieve operational excellence aligned with corporate governance best practices.
Board of Directors
AOT Board Structure – Board Leadership and Commitment to Sustainability
The Board of Directors plays a pivotal role in setting the strategic direction of the Company. A well-structured and competent Board with diverse skills and perspectives enhances the effectiveness of decision-making and strengthens the foundation for sustainable development. To ensure thorough and effective oversight of critical business matters, AOT has established five specialized committees: the Audit Committee, the Nomination Committee, the Remuneration Committee, the Corporate Governance Committee, and the Risk Management Committee. In addition, AOT has established sustainability-related governance bodies, including the Corporate Social Responsibility for Sustainable Development Committee and the Subcommittee on Sustainable Development.
These committees support AOT’s commitment to sustainable development by overseeing the Company’s impacts on the economy, environment, communities, and society. Their responsibilities also include promoting respect for human rights and ensuring fair labor practices across the organization.

Regulations for the Board of Directors
The AOT Articles of Association stipulate the following requirements for the composition of the Board of Directors:
The Board shall consist of no fewer than five (5) and no more than fifteen (15) directors, all of whom shall be elected by the shareholders at the general meeting.
At least one-third (1/3) of the total number of directors must be independent directors, and in any case, the number must not be fewer than three (3).
No less than half of the total number of directors must have their residence in the Kingdom of Thailand.
At least one (1) director must possess knowledge and expertise in accounting and finance.
Qualifications of AOT Independent Directors
AOT has adopted more stringent criteria for the qualification of its Independent Directors than the minimum standards set by the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). An Independent Director of AOT must meet the following qualifications:
- Must maintain shareholding below 0.5% of total voting shares outstanding.
- Must demonstrate complete separation from managerial involvement and cannot serve as an employee, executive, compensated consultant, or controlling entity of AOT. This independence requirement must have been maintained continuously for a minimum two-year period preceding appointment.
- Must be entirely free from business relationships or conflicts of interest, whether direct or indirect, pertaining to financial or operational engagement with AOT.
- Must not maintain relative of, or other relationships that could potentially compromise independence with any director, senior executive, or substantial shareholder of AOT.
- An individual who meets the above criteria (1–4) may be assigned by the Board of Directors to participate in decision-making in a collective capacity only, without exercising individual executive authority.
- Must not serve as external auditor or professional service provider, including legal counsel or financial advisory services to AOT, with such relationships having been discontinued for no less than two (2) years.
- Must not engage in substantially similar business operations competitive with AOT, nor serve as material partner, executive director, employee, or compensated advisor to competing entities, nor maintain equity holdings exceeding 1% of voting shares in such organizations.
- Must not possess any other characteristics that would impair the ability to provide independent and objective judgment on AOT’s operations.
Nomination and Selection Process for the Board of Directors and the President
The Board of Directors Nomination and Selection Process
When a position on AOT’s Board of Directors becomes vacant | Step 1: A qualified individual and/or the Nomination Committee proposes a candidate to the Board of Directors for consideration. | Step 2: The Nomination Committee selects and recommends a candidate to the Board for endorsement. | Step 3: The Board of Directors either appoints the candidate as a director or proposes the candidate to the shareholders’ meeting for election. |
In the event that a position on AOT’s Board of Directors becomes vacant or is nearing the end of its term, the Nomination Committee will select qualified candidates from the State Enterprise Directors’ Pool, maintained by the Ministry of Finance. Candidates must meet the qualification criteria as prescribed by applicable Thai laws and regulations, comply with AOT’s Corporate Governance Policy, and possess the competencies, knowledge, and expertise relevant to the Company’s business and strategic direction. The selected candidate is then proposed for appointment through a vote by the AOT Board of Directors.
Board Diversity
AOT recognizes the importance of gender equality and is committed to enhancing gender diversity on its Board of Directors, in alignment with global sustainability practices and SDG 5 (Gender Equality). This commitment is formally stated in AOT’s revised Corporate Governance Policy, which identifies board diversity including gender, age, ethnicity, nationality, religion, and place of origin as a key consideration in the director nomination process. To promote diversity and inclusivity, AOT has established a target to maintain a minimum of 40% female representation on its Board of Directors.
Director Nomination Criteria | |
---|---|
|
1. Standard Qualifications for Directors and Employees of State Enterprise Act, B.E.2518 (1975) |
The President Nomination and Selection Process
When the position of AOT President becomes vacant, an open recruitment process will be carried out. | Step 1: The AOT Nomination Committee proposes a list of candidates based on the Succession Plan. | Step 2: The AOT Board submits the proposed candidates to the Ministry of Finance for selection. The Ministry appoints a selection subcommittee to evaluate the candidates, review performance assessments, and draft the employment contract. | Step 3: The Ministry of Finance gives its final opinion and submits the selected candidate and proposed employment contract to the AOT Board of Directors for appointment. |

The recruitment of the President of AOT shall be carried out in accordance with Section 8 Jattawa of the Standard Qualifications for Directors and Employees of State Enterprise Act, B.E.2518 (1975), as amended by the Sixth Amendment of B.E. 2550 (2007). The process is as follows:
- The AOT Board of Directors establishs a Nomination Committee comprising 5 members who possess the required qualifications and be free from any disqualifying characteristics as stipulated in Section 8 Tri (1), (3), (4), (5), (6), (11), and (12).
- The Nomination Committee is responsible for selecting qualified candidates who possess the requisite knowledge, competencies, and experience suitable for the position of President. Such candidates must fulfill the qualifications and be exempt from any disqualifying characteristics as prescribed in Section 8 Tri (1), (3), (4), (5), (6), (9), (10), (11), and (12). Candidates must not serve as directors of AOT, except for executives who hold directorship by virtue of their position. Additionally, candidates must not exceed 58 years of age on the date of application submission.
- Once suitable candidates have been identified, the names shall be submitted to the authorized person for consideration and appointment. More than one candidate may be proposed.
- The recruitment and appointment process must be completed within one year from the date the former President vacates the position.
- The employment term of the President shall not exceed 4 years per contract, effective from the commencement date of the employment agreement.
Board & CEO Effectiveness
AOT has established a target attendance rate of 80% (Minimum of Attendance) for its Annual General Meeting (AGM) based on the total number of board meetings convened throughout the year. AOT conducts regular board meetings no fewer than 12 times annually, with a mandatory requirement of at least one meeting every three months. Any board member who is absent from more than three consecutive meetings without a justifiable reason shall be subject to dismissal.
Furthermore, AOT has implemented restrictions on the number of concurrent board positions that directors may hold, limiting their service to no more than three positions in state enterprises and/or juristic persons (Number of Mandates), and no more than five positions in companies listed on the Stock Exchange of Thailand.
The AOT Board of Directors conducts comprehensive annual evaluations through two distinct mechanisms: self-assessment of board performance and independent external assessment of board performance conducted by third-party organizations.
Self-Assessment of the Board of Directors
AOT determines the AOT requires its Board of Directors to conduct an annual self-assessment as a framework for performance appraisal of the Board and to jointly consider the results and problems in order to improve the performance of the Board of Directors. The assessment consists of:
- Self-Assessment of Individual Directors
- Assessment of the Board of Directors
- Self-Assessment of Subcommittee
In addition, AOT’s Board of Directors has been externally assessed by using the Guidelines and State Enterprise Assessment Model of the State Enterprise Policy Office, the Ministry of Finance (SEPO) in terms of good governance and organizational leadership including assessment through the Corporate Governance Report Project of Thai Listed Companies of the Thai Institute of Directors (IOD) Association, which is consistent with the international assessment criteria of the ASEAN CG Scorecard.
Assessment of President’s Performance
The president’s performance is evaluated against comprehensive indicators encompassing both financial metrics and sustainability measures across multiple dimensions relevant to airport management operations, in alignment with AOT Master Plan. Key performance areas include customer satisfaction, climate change resilience, and innovation initiatives. These indicators are systematically cascaded to senior executives across relevant operational divisions. Performance outcomes serve as direct determinants for both short-term and long-term remuneration decisions for the president and senior management team.
Leadership Development and Capacity Building for Directors and Senior Executives
AOT places strong emphasis on the continuous development of knowledge and the acquisition of new experiences. The Company consistently supports its directors in attending training programs and seminars organized by the Thai Institute of Directors Association (IOD), which are specifically designed for board members and senior executives. Examples of such programs include:
Director Accreditation Program (DAP)
Director Certification Program (DCP)
Advanced Audit Committee Program (AACP)
Ethical Leadership Program (ELP)
Financial Statements for Directors (FSD)
Monitoring the System of Internal Control and Risk Management (MIR)
Monitoring the Internal Audit Function (MIA)
Risk Management Program for Corporate Leaders (RCL)
Corporate Governance for Executives (CGE)
Successful Formulation & Execution of Strategy (SFE)
Clawback Provision
As a company listed on the Stock Exchange of Thailand, AOT is required to operate in accordance with the Securities and Exchange Act B.E. 2535 (1992), Section 89/7, which stipulates that directors and executives must perform their duties with responsibility, due care, and integrity. They are also obligated to act in compliance with applicable laws, corporate objectives, articles of association, board resolutions, and shareholders’ meeting resolutions.
In cases where a director or executive acts or omits to act in breach of such duties, resulting in unlawful benefits being obtained by the director, executive, or related parties, the company may initiate legal proceedings to reclaim such benefits, pursuant to Sections 89/18 and 89/19 of the Act.
The Right To Vote
AOT’s shareholding and voting rights are as follows:
- Independent directors of AOT have the rights to hold no more than 0.5 of the total number of voting shares in AOT, its affiliates, joint venture major shareholder, or controlling entities of AOT, including the shareholding of related persons of that independent director.
- The President, as a company director, cannot hold shares in accordance with the requirements of the Standard Qualifications for Directors and Employees of State Enterprise Act, B.E.2518 (1975).
Remarks
- Shareholders of AOT’s shares through Thai NVDR Company Limited, which is non-voting depository receipts, are ineligible to vote at the shareholdings’ meeting, except when exercising their voting rights on delisting the shares from the Stock Exchange of Thailand (SET).
- AOT does not have golden shares held by government organizations.
The Role of the President in Driving AOT’s Sustainable Development
The President of AOT is committed to advancing the Company toward sustainable growth, while managing the impacts of AOT’s business operations across economic, environmental, and social dimensions. Key priorities include a strong stance against all forms of corruption (Anti-Corruption), the promotion of human rights (Human Rights), environmental stewardship (Environment), and the enhancement of employee well-being (Decent Work).
In driving sustainability, the President plays a critical role in defining AOT’s organizational sustainability targets, reviewing business model risks, and overseeing the Company’s sustainability reporting. The President also advocates for the annual assurance of sustainability indicators, and ensures that corporate policies are aligned with material sustainability issues. Furthermore, the President supervises the implementation of sustainability strategies across the organization.
Additionally, the President places importance on listening to employee concerns and lessons learned, using these insights to support continuous organizational development toward long-term sustainability.
Implementation
AOT Board of Directors
The table below presents the composition of AOT Board of Directors, including information on director independence, areas of expertise, and remuneration. It also summarizes the performance of the Board during the preceding fiscal year.
Names of the Board Members | Independent Director | Director (Non-executive) | Director (Executive) | Term Of Office (Tenure) | Other Mandates in Listed Companies | GICS Industry Experience | Meeting Attendence | Meeting Allowance |
---|---|---|---|---|---|---|---|---|
1. Police General Visanu Prasattongosoth (Chairperson) | - | ✔ | - | Nov 28, 2023 – Present | 3 |
|
13/13 | 1,411,478.49 |
2. Police General Manoo Mekmok | ✔ | ✔ | - | Nov 15, 2016 – Present | 2 |
|
15/15 | 1,256,572.58 |
3. Air Chief Marshal Manat Chavanaprayoon | ✔ | ✔ | - | Nov 28, 2023 – Present | 0 |
|
13/13 | 1,418,822.58 |
4. Mr. Chirute Visalachitra | - | ✔ | - | JAN 30, 2024 - Present | 0 |
|
11/11 | 822,580.64 |
5. Mr. Apirat Chaiwongnoi | - | ✔ | - | Jun 22, 2022 – Present | 0 |
|
14/15 | 1,132,822.58 |
6. Police Lieutenant General Jirabhop Bhuridej | ✔ | ✔ | - | JAN 20,2023 - Present | 1 |
|
13/15 | 1,029,072.58 |
7. Mr. Phantong Loykulnanta | - | ✔ | - | Feb 17, 2021 – Present | 1 |
|
15/15 | 1,292,822.58 |
8. Mr. Montri Dechasakulsom | - | ✔ | - | Oct 30, 2024 - Present | - | - | Appointed as a Director on 30 October 2024 (Fiscal Year 2025) | |
9. Miss Salagjit Pongsirichan | - | ✔ | - | Nov 28, 2023 – Present | 1 |
|
13/13 | 968,822.58 |
10. Mr. Somsak Phusakul | - | ✔ | - | Nov 28, 2023 – Present | 0 |
|
13/13 | 1,331,322.58 |
11. Associate Professor Thira Jearsiripongkul | ✔ | ✔ | - | Nov 28, 2023 – Present | 1 |
|
13/13 | 1,388,822.58 |
12. Mr. Yongyutt Chaipromprasith | ✔ | ✔ | - | Nov 28, 2023 – Present | 1 |
|
13/13 | 1,018,822.58 |
13. Miss Trithip Sivakriskul | ✔ | ✔ | - | JAN 30,2024 - Present | 4 |
|
11/11 | 1,082,580.64 |
14. Miss Kanphakamon Sophatphirunnasak | ✔ | ✔ | - | DEC 22, 2023 - Present | 0 |
|
12/12 | 936,612.90 |
15. Mr. Kerati Kijmanawat | - | ✔ | ✔ | Nov 28, 2023 – APR 24, 2025 | 0 |
|
13/13 | 1,202,572.58 |
Board Committee
Audit Committee |
|
Nomination Committee |
|
Remuneration Committee |
|
Corporate Governance Committee |
|
Risk Management Committee |
|
Sustainability Committee (Corporate Governance Committee) |
Corporate Social Responsibility for Sustainable Development Committee |
|
The Subcommittee on Sustainable Development and Climate Change of AOT |
|
Annual Performance Evaluation
Board of Directors
Self-Assessment | Assessment Results 2024 |
---|---|
The Board of Directors (Collective Assessment) | Excellent – 94.67% |
The Board of Directors (Individual Assessment) | Excellent – 90% |
Audit Committee | 99.35% |
Nomination Committee | 97.88% |
Remuneration Committee | 100% |
Corporate Governance Committee | 100% |
Risk Management Committee | 89.75% |
AOT President
Key Performance Indicators of the AOT President (CEO Compensation – Success Metrics) are aligned with the Strategic Planning for Fiscal Years 2023–2027 (Revised Version for FY2024), covering the following areas:
Dimension | Short-Term Key Performance Indicators (KPIs) |
---|---|
Financial |
|
Environmental |
Climate Change
|
Governance |
Innovation
|
Social |
Human Capital Development
|
Senior Executives: Positions, Shareholding, and Sustainability Performance Indicators
Senior Executive | Position | AOT Shareholding | Sustainability KPIs |
---|---|---|---|
Head Office | |||
Mr. Kerati Kijmanawat | President | 0 | As previously stated |
Mr. Kittipoj Venunantana | Senior Executive Vice President (Digital Technology and Innovation) | 10,000 (0.0000%) |
|
Mr. Anake Teeraviwatchai | Senior Executive Vice President (Corporate Strategy) | 0 |
|
Mrs. Chadanisa Chumnanvej | Senior Executive Vice President (Human Resources and Administration) | 0 |
|
Mr. Chenwit Musikarat | Senior Executive Vice President (Accounting and Finance) performing duty as Chief Financial Officer (CFO) | 1,000 (0.0000%) |
|
Mr. Sirote Duangratana | Senior Executive Vice President (Business Development and Marketing) | 0 |
|
Miss Paweena Jariyathitipong | Senior Executive Vice President (Engineering and Construction) | 3,100 (0.0000%) | - |
Miss Suksri Luangaram | Senior Executive Vice President (Airport and Aviation Standards) | 0 | - |
Mr. Sompob Paksawan | Senior Executive Vice President (Regional Airports) | 0 | - |
Mr. Krit Pakagij | Corporate Secretary | 0 | - |
Airports | |||
Mr. Kittipong Kittikachorn | General Manager of Suvarnabhumi Airport | 0 |
|
Mr. Vijit Keawsaitiam | General Manager of Don Mueang International Airport | 10,000 (0.0000%) |
|
Mr. Monchai Tanode | General Manager of Phuket International Airport | 100 (0.0000%) |
|
Wing Commander Ronakorn Chalearmsanyakorn | General Manager of Chiang Mai International Airport | 430 (0.0000%) |
|
Remuneration of the Board of Directors, Executives, and Employees of AOT
Compensation | FY2024 (B.E. 2567) |
---|---|
Total Compensation for Senior Executives | THB 174,634,132.45 |
Compensation for President of AOT* | THB 10,340,000 |
Total Employee Compensation (Annual Average) | THB 383,243,842 |
Total Employee Compensation (Annual Median) | THB 27,700.00 |
* Based on performance outcomes assessed through key performance indicators, including sustainability-related indicators. |
Audit and Tax Service Fees
Audit and Tax Fees | FY2024 (B.E. 2567) |
---|---|
Audit fees paid to the auditor or audit firm | THB 8,280,000 |
Non-audit fees (e.g., consulting services, IT system implementation, and other services) | THB 1,860,000 |
Actual tax paid* | THB 4,903.13 million |
* The total tax payable by AOT was THB 4,909.09 million. This includes tax-exempt income, additional deductible expenses, non-deductible expenses, unrecognized deferred tax assets from tax losses, and other adjustments. |