The Governance dimension

What the Governance plan involves.

In JUMP+, Governance is one of three plan dimensions. It asks a company to show — not assert — that its board works, its controls hold and its disclosure is complete enough for an outside investor to trust. The measure of record is the CGR, and the thing that actually moves it is what you publish.

Board effectiveness

Composition, independence, committee structure, tenure and board evaluation — the architecture a CGR reviewer and an ESG rater both look for, described in the plan and evidenced in disclosure.

Governance practice

Shareholder rights and equitable treatment, related-party controls, risk and audit, plus ethics and anti-corruption (Thai CAC). These are the policies behind the score — and the ones investors probe first.

Governance disclosure

The score-driver. A board can be excellent and still score poorly if the record is thin, internal, or only in Thai. What is written, in public, in both languages is what gets read and rated.

Six-monthly follow-through

JUMP+ is reported to the market twice a year across FY2026–2028. Governance claims have to stay measurable and consistently told, or the update erodes the confidence the plan was meant to build.

The measure

The Corporate Governance Report, explained.

JUMP+ pegs its Governance eligibility to the CGR — the Corporate Governance Report of Thai Listed Companies, assessed annually by the Thai Institute of Directors (IOD, สมาคมส่งเสริมสถาบันกรรมการบริษัทไทย) from public information. It is scored out of 100 and shown on a five-tier star scale.

The Thai IOD, from public data

The CGR is an independent assessment built from what a company discloses publicly — annual report, One Report, website, AGM materials. You are scored on what the market can see, not on what stays inside the boardroom.

Five stars, 0–100

Results run on a five-star recognition scale, with 5 stars marking the “Excellent” band. A 3-star result signals “Good”; a score of 90+ sits at the top of the Excellent band — the level the ThaiESG rule keys to.

JUMP+ requires 3★+

For the 2027 and 2028 assessments, JUMP+ eligibility includes a CGR of at least 3 stars, alongside clean regulatory flags and no SEC criminal complaint in the prior five years. It is the exchange’s floor for governance credibility.

The capital hook

CGR 90 unlocks tax-incentivised capital.

Here is why the Governance plan is not just a compliance exercise. Under an SEC rule effective 1 March 2026, Thailand’s ThaiESG funds (กองทุนรวมไทยเพื่อความยั่งยืน) — a tax-incentivised fund class holding roughly THB 104 billion across about 77 funds — can invest in JUMP+ companies that reach a CGR score of 90+. Governance uplift becomes access to a large, patient, tax-advantaged pool of domestic capital.

A new eligible-investment gate

The rule opens a door that did not exist before: at CGR 90+, a JUMP+ company enters the ThaiESG funds’ eligible universe. For a board, that is a concrete, dated reason to close governance-disclosure gaps now rather than next cycle.

≈ THB 104bn, ~77 funds

ThaiESG is tax-incentivised for Thai investors, which makes the money long-dated and sticky. Being investable by that pool is a demand signal the market reads — and a differentiator against peers who miss the threshold.

90 is a target, not a promise

CGR 90 sits in the top Excellent band; most listed companies are not there. We treat it as a multi-cycle target and close the disclosure gaps that hold a score down — we do not, and cannot, promise a number.

The CGR-90 / ThaiESG-eligibility provision is an SEC rule effective 1 March 2026; its scope and thresholds follow the regulator’s published terms and may change. CGR 90 is a high bar and an aspirational target, not a guaranteed outcome. Verify current rules on sec.or.th and set.or.th before relying on them.

How it’s scored

From 2026, the score is public disclosure.

There is a second reason disclosure dominates. From 2026, SET-listed companies are also scored on FTSE Russell ESG Scores — three pillars broken into 14 themes, each 0–5, built only from public disclosure. The Corporate Governance theme maps directly onto your JUMP+ Governance plan. What is not published, in a language the rater reads, does not score.

Public-disclosure-only

FTSE scores what is public, full stop. Internal governance excellence that never reaches a published document simply does not move the score — the same logic the CGR applies.

English is the score-driver

International raters and the analysts around ThaiESG capital read English. A governance record that is strong in Thai but thin in English scores thin. Closing that gap is the whole point of the work.

One disclosure, two frameworks

The FTSE Corporate Governance theme and the IOD CGR overlap heavily; one disciplined, bilingual disclosure set can serve both. See how the two compare in our FTSE Russell vs SET ESG ratings explainer.

Track the moving parts

The CGR cycle, the FTSE assessment and the SEC/ThaiESG rule each run on their own calendar. Our ESG regulatory tracker keeps the dates and thresholds in view.

Othello’s role

The governance narrative raters actually read.

Our job in the Governance plan is narrow and decisive: turn your governance substance into disclosure that a CGR reviewer, a FTSE analyst and a ThaiESG fund can all read — in Thai and English, to the same standard. We are one of roughly 100 advisors in SET’s pool, and likely the only ISO 17100 disclosure house among them.

Bilingual governance narrative

Your CG report, charter and policy summaries and six-monthly JUMP+ updates land in lockstep Thai and English — ISO 17100 certified, governed by a 10-year ESG termbase — so a foreign fund reads the same governance your board approved.

Disclosure gaps, closed

We map your governance against what the CGR and FTSE actually score, then write the disclosures that are missing or thin. The score-driver is words on a public page — and that is precisely what we produce.

One plan, three dimensions

Governance connects to your Business and Climate narratives; Othello covers all three JUMP+ dimensions, so the story is coherent rather than stitched from vendors. Anchored in our full ESG advisory practice.

NDA from the first email

Governance work touches board papers and unreleased strategy. Every engagement runs under NDA-from-first-email discipline with a Bangkok-retained audit trail — the confidentiality a listed-company plan requires.

Next step

Close the governance gap before 31 March.

Enrolment closes 31 March 2026, and the 2027–2028 assessments are where the 3-star floor and the CGR-90 target get decided. Email us and we’ll scope your governance disclosure against the CGR, FTSE and the ThaiESG rule — bilingual, measurable and NDA-first.

Scope your Governance plan See the full JUMP+ practice

Questions

Governance plan FAQ.

What is the JUMP+ Governance plan?

It is one of three JUMP+ dimensions: a listed company’s plan to strengthen board effectiveness, governance practice and governance disclosure across FY2026–2028, measured mainly through the CGR and reported to the market every six months.

Why does JUMP+ require a 3-star CGR?

For the 2027 and 2028 assessments, JUMP+ eligibility includes a CGR of at least 3 stars, plus clean flags and no SEC criminal complaint in the prior five years. It is the exchange’s governance floor; the CGR itself is run independently by the Thai IOD.

How does CGR 90 connect to ThaiESG funds?

Under an SEC rule effective 1 March 2026, ThaiESG funds — roughly THB 104bn across about 77 funds — can invest in JUMP+ companies that reach a CGR score of 90+. It turns a governance score into access to a tax-incentivised capital pool. The threshold is high and set by the regulator, so treat 90 as a target.

What exactly does Othello do here?

We turn your governance substance into bilingual, CGR- and FTSE-readable disclosure — the words a reviewer, analyst and fund actually read. We do not audit your board; we make its work legible and scored, in Thai and English, under NDA.

The rest of the plan

Explore the other dimensions.

Hub

Governance the market can score.