EN TH

To be a leading value-oriented integrated energy company in Asia-Pacific

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The Company aims to achieve sustainable development and growth with established operation practices adhering to corporate good governance principles for listed companies that covered ethics; transparency; responsibility for society, environment and all stakeholders; and actions against fraud and corruption. The Board of Directors has formulated the various Corporate Policies and Code of Conduct serving as framework for its directors, executives, employees and other stakeholders which all of them are prepared in writing for directors, executives and employees’s operation guidelines.

The Board of Directors has assigned the Corporate Governance and Social Reponsibility Committee to review, support, supervise and monitor the Company’s executions of corporate good governance practices by the Corporate Governance Working Group and the Environment, Social and Governance Working Group which was appointed by all functions’ chiefs. The Working Groups are assigned to study, consider, monitor, review, assess the compliance at least once a year to improve the corporate governance standard at the international level to ensure it is updated and corresponds with the Office of Securities and Exchange Commission’s Corporate Governance Code for Listed Companies 2017 (CG Code 2017), Thai Institute of Directors’ Corporate Governance Report of Thai Listed Companies (CGR), ASEAN Corporate Goverence Scorecard (ASEAN CG Scorecard), and best practices related to the Stock Exchange of Thailand, as well as current international practices, laws, rules, regulations, recommendations,relevant organizations’ orders.

The Corporate Governance Policy

The Code of Conduct

The Corporate Governance and Social Reponsibility Committee

Director Nomination

The nomination of the Company’s director can be classified into 2 cases as below:

  • Case 1: A director position is vacant due to reasons other than rotation of office. The Board of Directorshas the authority to elect any persons to replace the vacant position. The appointment must win approval from at least three fourths of the remaining directors. The appointed director shall retian his/her office for the remaining period of the replaced director.
  • Case 2: Director position is vacant due to rotation of office. The Board of Directors shall consider a nominated director who has specified qualifications and propose to the shareholders’ annual general meeting for consideration and appointment

The Nomination of new directors to replace of those who resigned before rotation period and the retired directors as well as the nomination of the sub-committee directors for filling the vacancy is considred in accordance with the Board Skills Matrix, consistings of experiences in business or industry, knowledge, skills and/or experiences in relevant fields

Furthermore the consideration for the qualified normination directors as specified in the Company’s rules and regulations, the nominated directors do not have prohibited qaulifications as specified in the public company’s law.

Regulations of the Board of Directors

The Board Skills Matrix Formulation for Director Nomination

For recruitment and nomination process of the directors, the Human Resources and Remuneration Committee is responsible for selecting, recruiting and screening nominees who possess qualifications and do not have prohibited characteristic as stated by law, to be nominated as a director and independent director. The Company has formulated the competency matrix for consideration of the director nomination as follows:

The Board of Directors outlined the Board Skills Matrix, consisting of :

Type of Skill / Competency Knowledge /Experience / Expertise in business or industry
Required experiences in business or industry Electricity and energy business
  Energy business
  Infrastructure system business
  International business
  Public administration or state enterprise
  Private sectors
Related knowledge / skills Strategic planning / management
  Administration / management
  Asset management
  Human resource / renumeration management
  Risk management
  Engineering
  Accounting / finance, economics
  Laws / regulations
  Technology Information
  Trade / International Relations
  Corporate governance, social and environmental responsibility, sustainable development

The Board of Directors must contain at least 3 directors with experience in electricity/energy and/or other infrastructure businesses and at least 1 director each with knowledge, skills and/or experience in accounting/finance and legalareas. Knowledge, skills and/or experiences in other fields are subjected to the Human Resources and Remuneration Committee and the Board of Directors’ consideration, accordingly to the Company’s mission and business goals.

Self-assessment of Board of Directors and sub-committees:

The Board of Directors reviewed and approved the reviewed self assessment form for the Board of Directors and sub-committees, as a group and individual, as endorsed by the Human Resources and Remuneration Committee. The Board of Directors conducts self-assessment with the objective to use the result, observation and recommendations for further improvement of the Board and sub-committees in line with good corporate governance principles and the Company’s regulations on the Board of Directors. The regulations require the Board of Directors and sub-committees to conduct self-assessment at least once a year, in December, on a group and individual basis, so that members review their performance and seek improvement. The assessment criteria, process and results are included in the Annual Report. The results are also used to enhance specific knowledge and skills of individual directors.

The performance assessment of Board of Directors is conducted as a whole and on an individual basis that covers many important aspects including:

  • The Board of Directors’ readiness that covers structure, components, independence, responsibilities and development
  • Strategy formulation and business supervision
  • Seperation of roles, responsibilities and assignments
  • Supervision and monitoring
  • Human resource management
  • Risk management, internal control and conflicts of interest
  • Communications with stakeholders
  • Board of Directors’ meetings covering the entire process from (1) pre-meeting: meeting notice is sent in advance to provide sufficient time for consideration and requests for additional information from the Management (2) during meeting: presentation of information and key issues, discussion and question answering, absence at the meeting and vote abstaination in the agenda in which they have vested interests, and voting and (3) post-meeting: or post-meeting: ensuring accurate, complete, sufficient meeting minutes, which should be completed in an appropriate period, endorsed and stand ready for relevant parties’ cross-examination.

The sub-committees’ self-assessment, as a “whole” or “individual”, is based on the following factors:

  • Sub-committee’s readiness covering structure, component, independence, roles and responsibilities, and members’ development
  • Sub-committees’ meetings when meeting dates scheduled a year in advance, completion of assignments from the Board of Directors, and meeting process (1) pre-meeting: provision of relevant document ahead of meetings for sufficient consideration period and requests for additional information from the Management (2) during meeting: presentation of data and key issues, discussion and question answering, and voting and (3) post-meeting: ensuring accurate, complete, sufficient meeting minutes, which should be completed in an appropriate period, endorsed and stand ready for relevant parties’ cross-examination
  • Roles, duties and responsibilities of sub-committees.

Regarding fraud risk management, the Company has assessed fraud risk by preparing corporate fraud risk papers that covered the organization’s fraud risk profile and fraud risk register, consisting of 4 main steps as follows:

  1. Preparation for identifying the impact and likelihood of occurrence, as well as classifying the risk appetite
  2. Identification of fraud risk, root causes and impacts of risk, as well as analyzing the severity and risk probabilities before considering for the present internal control measures
  3. Assessment of the present internal control system, analysis of severity and risk probabilities after implementation of internal control measures
  4. Proposing risk mitigation meaures at acceptable levels if the present internal control measures is deficient to prevent the fraud risk

In this regard, the fraud risk assessment and risk management plan are monitored and reviewed for executives and the Board of Directors’s consideration on regular basis.

Anti-fraud and corruption

The Company adheres to transparency, fairness and social and environmental responsibility with concerns about all stakeholders, in alignment with good governance practices, the Code of Conduct and the Company’s policy and intention to fight against all forms of corruption.

The Company has been a member of the Thai Private Sector Collective Action Coalition Against Corruption (CAC) since 2016. The certified membership lasts 3 years from the certification date. The Company continuingly filed for membership recertification to affirm its intention to operate with concerns about governance principles, transparency, verifiability and non-involvement with all forms of corruption, direct or indirect, when dealing with the public or private sectors. All personnel from the Board of Directors to executives and employees are prohibited from asking for, receiving or committing any fraudulent/corrupt act. On 4 February 2019, the membership was recertified for the first time. Lately on 6 January 2022, the Company was recertified for the second round. The recertification period will last 3 years.

The Board of Directors outlined the anti-fraud and corruption risk management framework and the internal control system and defined the responsibilities of responsible persons, guidelines and rules on the issue in writing, to provide a clear operational framework against corruption in all business activities for the Company’s sustainability.

Anti-Fraud Corruption Policy

Fraud Risk Management

Promoting innovation to protect information technology security risks

The Company has developed information technology system for risk control throughout business processes as well as established the security policy, emergency plan, and procurement, development and maintenance of information system. For IT risk management, the Company has set the information system security, efficient data sufficiency, and emergency plan to protect the information system in times of severe incidents that may lead to operational disruption. An emergency drill was organized. The Company’s data storage system also allowed an audit trail while the information system was able to analyze and pinpoint risks based on the statistical data of completely recorded risks, assessment and responses.

The Company has executed the corporate governance practices aligning with the business and changing situations which are summarized as follows:

1. Rights of Shareholders

 

The Board of Directors formulates and announces the policy on shareholders, requiring continuous review and monitoring of the implementation, to ensure equitable access to their basic rights: including the right to attend shareholders’ meetings; the right to propose agenda and/or nominate directors at the meetings; the right to express opinion and ask questions at the meetings; the right to appoint a proxy to attend the meetings and vote on their behalf; the right to receive dividends; the right to appoint, terminate and determine remuneration for directors; the right to appoint and determine remuneration for the auditor; the right to vote on any significant activities; the right to register share ownership and transfer; and the right to receive significant information in an accurate, sufficient, timely and equal manner. The Company has promoted the equitable rights of all shareholder groups as follows:

  1. Rights to attend the shareholders’ meeting

    As business owners, shareholders, individual and institutional, are encouraged to attend the shareholders' annual general meeting and vote on significant agenda, as well as acknowledge and examine the performance of the Board of Directors and the Management. The Board of Directors scheduled the shareholder's annual general meeting every year, within 4 months after the end of the accounting year. Should the Company urgently need shareholders’ approval for a special transaction, it will call for an extraordinary general meeting of shareholders


  2. Right to appoint proxy to attend meeting and vote on their behalf :

    The Company allows shareholders to appoint persons who have come of age as their proxies to attend the shareholder meeting and vote on their behalf. Proxy appointment document must be in the format designed by the Registrar. The proxy has to present the proxy document to the meeting chairman or the person assigned by the chairman before attending the meeting.

  3. Right to receive dividend :

    The Company has a policy to pay dividend at no less than 40 per cent of consolidated net profits after legal reserve and other reserves, depending on the Company’s cash flow. Followed by the “Record Date” to gather the list of shareholders allowed to participate in the shareholders meeting and voting and receive dividend. The dividend payment was announced in Thai and English newspapers for 3 consecutive days as required by law and the Company’s Articles of Association.

    In addition, the dividend payment is implemented by cheque issuance to the shareholders, the Company also promotes the shareholders to apply for e-dividend service by dispatching the application for convenient, fast, and safe means to receive the dividends for the next time.

  4. Right to appoint, dismiss and determine remuneration for directors :

    The Company requires the Board of Directors to submit nominations to the annual general meeting so that shareholders consider and appoint directors to replace the ones whose term expires. Shareholders also determine remuneration for directors.

  5. Right to appoint auditors and set audit fee :

    The Company requires the Board of Directors to propose to shareholders at the annual general meeting for the appointment of auditors and set the audit fee on an annual basis.

  6. Right to share ownership registration or transfer :

    The Company appointed Thailand Securities Depositories Company Limited (TSD) as its registrar responsible for the depositing, collecting and updating shareholders’ information and provides services to shareholders, such as issuing, depositing, withdrawing and transferring of share certificates, as well as remitting benefits to the shareholders. Shareholders can contact TSD directly at the TSD Call Center at +66 2009 9999 or apply for internet-based Investor Portal service at http://www.set.or.th/tsd/th/investorportal/investorportal.html

  7. Right to receive significant information in accurate, sufficient and timely manner :

    The Company has completely, accurately and timely followed the regulations, criteria, conditions and procedure related to listed companies’ information disclosure and other activities.

2. Equitable Treatment of Shareholders

 

The Company exercised equitable treatment of all shareholders without discrimination of their status as major shareholders, minority shareholders, institutional shareholders, or Thai and other nationalities. Major activities are as follows:

  1. Access to the Company's information :

    To ensure shareholders’ equal access to the Company’s information, the Company uses SET’s disclosure system as the main communication channel and the Chairman of the Board of Directors, directors, Chief Executive Officer and chief officers are the authorized persons responsible for the Company’s information disclosure. The Company provide website and relevant functions such as the Company Secretary Office, Internal Audit Division, Corporate Relations Division and Investor Relations Department are another communication chanels.

  2. Preparation of bilingual documents :

    For equitable access of both Thai and foreign investors, the Company prepares and publishes all information in Thai and English through the SET’s disclosure system and the Company’s website.

  3. Encouraging minority shareholders to propose items for the shareholder meetings 'agenda and/or nominate directors :

    The Company publicly invited minority shareholders through the SET’s disclosure system to propose meeting agenda and/or nominate qualified persons as directors earlier at the Shareholders’ Annual General Meeting. The detailed criteria, method, process and channel of agenda proposing was published on the Company’s website.

  4. Proxy appointment :

    The Company prepared 3 forms of proxy document as designed by the Department of Business Development, Commerce Ministry, and delivered them to shareholders to facilitate the shareholders who cannot participate in the shareholders’ meeting. They can appoint other persons to attend the meeting and vote on their behalf. The 3 forms are:

    • Form A, general proxy appointment form.
    • Form B, a proxy appointment that lists specific items for proxy appointment.
    • Form C, a proxy appointment that is used only

    When the shareholder is a foreign investor with a custodian in Thailand. Shareholders can also download the forms from the Company’s website or they can also use other forms of proxy or prepare it themselves as deemed appropriate.

    The Company nominated 3 independent directors and the Chief Executive Officer with detailed information of each person and their vested interest in the meeting agenda. Shareholders could appoint them as their proxies and vote on their behalf.

  5. Ballots :

    All shareholders were instructed to cast their ballots at shareholder meetings. A computerized system was deployed for tallying and the legal advisor, as a neutral party, was assigned as an inspector to review the vote counting accuracy. Concerning director appointment, votes were counted for each candidate and all the ballots were kept as reference for accuracy and transparency.

  6. Additional agenda item :

    No additional agenda was proposed for the Shareholders’ Annual General Meeting as the Board of Directors realized the significance and necessity that shareholders should have sufficient time in studying information before making a decision. As such, no new agenda other than those informed in the meeting notice was proposed. If shareholders found it necessary to propose additional agenda, they could do so when the agenda on other matters for consideration was being discussed, as specified in the Company’s Articles of Association.

  7. Prevention of the abuse of inside information :

    The Company followed corporate governance practices in preventing the abuse of inside information. The written policy and guidelines were prepared to safekeep inside information from abusive acts. The policy and guidelines are included in the Company’s Code of Conduct, regulations, orders and related announcements for the acknowledgement and compliance by directors, executives, employees and stakeholders. Directors, executives and employees signed their acknowledgement on their first day of employment or on the orientation day. Aside from the Audit Committee’s control via the Internal Audit Division and other assigned units, the policy and guidelines were reviewed at least once a year by the Corporate Governance Working Committee, the Corporate Governance and Social Responsibility Committee, and the Board of Directors aside from the Audit Committee’s supervision through the Internal Audit Division or other assigned divisions. The policies, practices and preventive measures has been continually published in the internal communication channel and the Company’s website.

Prevention of Misuse of Inside Information Policy

Network and Computer Usage Policy

Personal Data Protection Policy

3. Role of stakeholders

 

Violations against the code of conduct are subjected to prescribed disciplinary actions or legal punishment should they are against the laws.

  1. The Policy and Guidelines on Stakeholder Groups

    The Company’s Board of Directors clearly defines the policy and guidelines on stakeholder groups. The Company’s Code of Conduct was reviewed and improved as the framework for directors, executives and employees in treating each stakeholder group including shareholders, employees, customers, creditors, partners, competitors, the government and communities around the Company’s premises, to ensure the protection of their lawful rights. The policy and guidelines are announced and published through various channels and the Company’s website. Here is the summary:

    Treatment of shareholders

    • Operate business for growth, profit and positive returns to shareholders.
    • Operate business with carefulness, caution, integrity and fairness for all shareholders.
    • Respect the right to receive information; and disclose quality, accurate, complete, sufficient, and equitable information.
    • Monitor and ensure compliance with the policy and Code of Conduct related to shareholders, ensuring the basic rights as well as fair and equitable treatment and quality information. Encourage shareholders to attend the shareholder meeting, engaging them in the making of significant decisions, acknowledgement of the progress of the Company’s operations and activities, the expression of opinions and recommendations, as well as the monitoring on the Board of Directors and the Management’s activities. Efficient measures are in place to prevent directors and executives from using inside information for their own benefits. They must also not take any action that infringes or lessens shareholders’ rights.

    Treatment of employees

    • Promote quality of life by providing decent work environment, occupational health and safety.
    • Emphasize continuous and thorough management and enhancement of its personnel’s knowledge and capability.
    • Manage and ensure appropriate remuneration and welfare, comparable to that offered by other leading companies.
    • Transfer, appoint, reward and punish employees equitably and fairly.
    • Allow employees to lodge complaints accordingly to the prescribed system and procedure.
    • Monitor and ensure full compliance with work-related laws and regulations.

    Treatment of community, society and environment

    • Promote community engagement with focus on communications.
    • Support community development and enhance community strengths.
    • Promote the conservation and restoration of local tradition and enhance social quality.
    • Support environmental conservation and restoration.
    • Operate business with responsibility for community, society and environment.

    Treatment of customers

    • Produce and deliver quality products and services with responsibility for customers.
    • Provide warranty for products and services under an appropriate condition and period of time.
    • Disclose complete and accurate information on products and services.
    • Provide a complaint system and process whereby customers can lodge complaints on products and services and handle complaints as best as possible.
    • All executives and employees must keep customers’ information confidential.
    • Do not ask for, accept or pay any illegal benefit to customers while strictly complying with trade conditions.

    Treatment of creditors

    • Strictly respect creditors’ conditions.
    • Do not ask for, accept or pay any illegal benefit to and from creditors.
    • Cooperate well with creditors to solve problems related to requests for, acceptance or payment of illegal benefits.
    • Provide accurate, complete, timely and regular financial reports.
    • Inform creditors in advance if the Company cannot meet conditions to jointly seek mutual solutions.

    Treatment of partners/suppliers

    • Consider the Company’s best benefits, not personal benefits.
    • Offer partners and suppliers an equitable and equal opportunity.
    • Adopt international standards for partner assessment and selection as well as internationally-accepted contract formats.
    • Put in place a system to monitor full compliance with contracts and conditions.
    • Do not ask for, accept or pay any illegal benefit to partners.
    • Inform partners/suppliers in advance in case the Company cannot meet the conditions so as to jointly find a mutual solution.

    Treatment of competitors

    • Respect and adopt internationally-accepted competition guidelines and principles.
    • Do not seek competitor’s confidential information through dishonest or inappropriate means.
    • Do not accuse competitors groundlessly.
    • Do not ask for, accept or pay any illegal benefit to trade competitors.
    • Strictly respect trade conditions.

    Treatment of business partners

    • Strictly adhere to agreements and commitments.
    • Provide business assistance that will bring about mutual benefits, considering the Company’s benefit as priority and basing decisions on fair return for both parties.
    • Provide accurate information and reports and when concerning negotiations and problem solving, focus on business relations.

    Treatment of the public sector

    • Support government activities and comply with government policies and related regulators’ regulations.
    • Promote and support collaboration for public organizations’ activities.

4. Board of Directors’ responsibilities

 
  1. Board of Directors Structure

    Organization Chart

    • Component and qualification

      Composition of the Board of Directors

      • Comprising no less than 7 members and no more than 15 members, appointed by shareholders at the annual general meeting.
      • Executive directors shall not exceed one third of the total members.
      • Independent directors shall comprise no less than one third of the total directors and no fewer than 3 members.
      • No less than half of the directors shall reside in the country.
      • The Chairman shall be a non-executive member and not the same person as the Chief Executive Officer (“CEO”) who is the Management’s chief.

      Qualifications of directors

      • Not older than 72 years old
      • Have no prohibited qualifications by law, not be a bankrupt person or an incapable or quasi-incompetent person
      • Have never been convicted and imprisoned in for violation of laws related to assets in a fraudulent action
      • Have never been terminated from government agencies or private organizations due to malpractice
      • Have never been dismissed as a director, manager, employee or an authorized executive in other organization
      • Not being a politician, a member of the Parliament, Senate, or a member of a local administrative office or administrator
      • Have educational and experience or other qualifications specified by the Company
      • Devote sufficient time and full capability for the best benefits of the Company and have duties to attend regular meetings
      • Hold directorship in no more than 3 listed companies
      • No action that may undermine the Company’s interest or benefit other person or entity, whether that is for personal or for other person’s benefit
    • Chairman’s independence

      The Chairman is a non-executive director. Despite the fact that the Chairman is the representative of EGAT, the major shareholder holding a 45 per cent stake in the Company, the Board of Directors also comprises 6 independent directors, representing over 50 per cent or more than one-third of the total of 12 directors. As a result, the directors can independently perform their duties as the shareholders’ representative with appropriate checks and balances. The Chairman independently performs his duty and does not influence or convince other directors during discussions. He also encourages all directors to discuss and express opinion openly by giving sufficient and appropriate time for thorough, complete and beneficial decisions. Resolutions are thus reasonable and effective.

    • Separation of the Chairman and Chief Executive Officer positions

      The Chairman is not the same person as the Chief Executive Officer and has no relations with the Management. The separation of the Chairman and the Chief Executive Officer positions has ensured proper checks and balances and prevented excessive power. Their roles and scopes of responsibility are clearly defined: while the Chairman is the leader and plays a significant role in deciding the Company’s policy based on the Board of Directors’ resolutions as well as business goals per discussions with the Management. The Chairman leads and conducts the meetings in efficient and effective manner, and encourages all directors to participate in the meeting and openly express their opinion. The Chairman also supports and regularly provides the Management recommendations on the operations through the Chief Executive Officer without interfering routines which are the Management’s responsibilities. Meanwhile, the Chief Executive Officer is the only executive director and is the Management’s top officer whose roles and responsibilities are explained in Management Structure Section.

    • Directorship in Other Companies

      None of the Company’s directors holds positions in more than three listed companies, which complies with the Company’s rules on the Board of Directors and the SET’s recommendation on director’s efficiency and time contribution.

      Chief Executive Officer does not hold directorship in other company aside from the Company’s subsidiaries and joint ventures. For other directors and executives, the Board of Directors has approved their directorship and executive position in subsidiaries and joint ventures depending on their knowledge, skills, responsibility and time slots.

      The Board of Directors has formulated the Company’s regulation on Subsidiaries, Affiliates and Joint Ventures Supervision, covering clear criteria for the appointment and responsibilities of the Company’s representatives assigned to hold directorship or hold stakes in the entities in which the Company invests. Such is to relay the Board of Directors’ policy and maintain flows of reports on the entities’ operations.

    • Nomination of Directors

      The Company has in place clear director recruitment and nomination process. The Human Resources and Remuneration Committee is responsible for selecting, recruiting and screening nominees for the Board of Directors’ consideration. The process is conducted in accordance with the pre-set criteria and procedure, considering the quality, diversity of technical knowledge and expertise, skills and work experiences that the Board of Directors needs and support the corporate mission and goals. The consideration is free of discrimination against gender. The nominated directors shall not have prohibited qualifications by law and related rules and regulations or the corporate governance principle and ability to contribute time to perform duties as a director to promote and support the Board of Directors’ ability to efficiently and completely perform its duties according to the structure set by the Company.

    • Secretary to the Board of Directors and Company Secretary
      Secretary to the Board of Directors

      The Board of Directors appointed Chief Executive Officer as its secretary. The Board of Directors Secretariat Department under the Company Secretary Office is responsible for arranging meetings, administration and coordination for the Board of Directors.

      Company Secretary

      The Board of Directors appointed Company Secretary with responsibilities as specified by the Securities and Exchange Act, which include providing initial advice on related laws and regulations, arranging the Company and subsidiaries’ Board of Directors’ meetings, sub-committees’ meetings and the general shareholders’ meetings; handling secretariat works for the Board of Directors and facilitating the Board of Directors’ activities; ensuring that the Board of Directors’ resolutions and the shareholders’ resolutions are strictly executed; handling activities related to shareholders’ rights and proper disclosure of information, preparing the Company’s annual report (Form 56-2) as well as preparing and keeping significant document, such as meeting invitations and Board of Directors’ meeting minutes, meeting invitation and minutes of the shareholders’ meeting, annual report, directors record and report on conflict of interest of directors and executives. These responsibilities will ensure that Company’s operations comply well with the good corporate governance of listed companies under the Board of Directors’ Responsibility topic, related laws, rules and regulations, Company’s Articles of Association, regulations, policies, and guidelines specified by the regulators and concerned organizations and the Securities and Exchange Act.

      Company Secretary also plays an important role in promoting good corporate governance by supporting Directors and Chief Executive Officer in performing their duties, and is also responsible for corporate governance activities through Compliance Department under the Company Secretary Office.

  2. Sub-committees

    The Board of Directors has appointed 5 subcommittees namely the Audit Committee, the Human Resources and Remuneration Committee, the Risk Management Committee, the Investment Committee and the Corporate Governance and Social Responsibility Committee. The sub-committees help review information, screen particular issues and enhance the efficiency of the Board of Directors.

    Board of Directors

  3. Roles, Duties and Responsibilities of the Board of Directors

    The Board of Directors is aware of its roles, duties and responsibilities, being committed to independent decision making for the best benefits of the Company and its shareholders under fiduciary duty.

    Board of Directors’ roles, duties and responsibilities are summarized as follows:
    • Define and review the Company’s strategy, business plan, policy, budget, business direction and supervision with participation of the Management on an annual basis.
    • Consider and approve human resource management strategy, executive development plan, organization structure, remuneration structure, and remuneration plan.
    • Consider criteria, method and process for the recruitment, dismissal and termination of directors and high level executives.
    • Supervise the evaluation process of high level executives to ensure effectiveness, benchmarking the performance against the mutually agreed goals.
    • Communicate the Company’s vision, goals and operating results to directors, executives and employees to ensure acknowledgement and understanding throughout the entire organization.
    • Monitor the progress, efficiency and success of the strategic plan implementation, benchmarking against short and long term goals and competitors’ operational efficiency and effectiveness; disclose the implementation result and the governance under good corporate governance principles in the annual report; and require the Management to present regular reports to the Board of Directors.
    • Ensuring completeness of significant issues namely the right mix of independent directors to balance the power of the Management and/or major shareholders; reviewing and approving vision, strategy, mission and Code of Conduct, and communicate with employees at all levels for their acknowledgement and implementation; auditing and approving annual financial reports to strengthen shareholders’ confidence; supervising internal audit procedure, internal control and risk management system, prevention of conflict of interest, connected transaction, protection of corporate reputation, optimal resources exploitation efficiency and effectiveness; and ensuring full compliance with related laws, rules, regulations, Articles of Association, Code of Conduct as well as good corporate governance principles.
    • Establishing and approving the roles and responsibilities of the Company’s sub-committees as appropriate and necessary.
    • Setting criteria and evaluating the performance of the Board of Directors and sub-committees for both the entire Board/sub-committee and individual members, on a yearly basis and disclose the results in the annual report.
  4. The Board of Directors’ meeting schedules and voting
    • Schedule Board of Directors’ meeting at least once a month and hold at least one meeting for non-executive directors per year to offer the directors a chance to review the performance of the Board of Directors, the Management and the Company, and to discuss significant management issues without presence of the Management. The Chief Executive Officer will be informed of the meeting resolutions and subsequently improve efficiency.
    • Directors with vested interests in specific agenda item shall not be present at the meeting and shall abstain from voting.
    • Assign one vote to each director. Directors with vested interests in specific agenda item shall not have the right to vote. In case the number of votes is equal, the chairman of the meeting shall make the costing vote.
  5. Board of Directors meeting
    • Board of Directors’ meeting principle and guideline:
      For maximum benefits of the Company and its shareholders, the Company highly emphasizes directors’ independence. Directors must perform their duty with loyalty, integrity and care for the Company’s and the shareholders’ benefits, always holding in mind that they represent shareholders. They must take a leading role, observe the operations, give advice, closely assist and support the Management.
    • Meeting schedule and meeting agenda and document preparation:

      The Board of Directors set the meeting schedules for the Board and subcommittees for the next year in advance and notified each director of the schedules. The Board’s meetings were scheduled on the third Monday of each month.

      The sub-committees’ meetings were scheduled accordingly to their missions. Members were informed of the schedules in advance. The Chairman and the CEO jointly considered the matters to be included in meeting agenda to ensure that all significant matters are included. Directors were informed of the agenda in advance and the meeting notice was distributed at the appropriate time according to the Company’s regulation. However, directors were free to propose other matters by submitting the proposal 10 days prior to the meeting date. In case of urgent matters which may directly or indirectly affect the Company, directors were free to propose such matters for consideration or acknowledgement during the meeting.

      The Company sends meeting notice, agenda and related documents to each director approximately one week prior to the meeting date, providing them sufficient time to study the information. Directors may ask for more information from the Chief Executive Officer and the Company Secretary Office. Members of the sub-committees can ask for more information related to their tasks from the Chief Executive Officer and through the secretary of each sub-committee.

      Roles of Chairman, directors, executives and meeting atmosphere
      • Chairman leads the meeting, sufficiently and adequately allocates time for directors to equally discuss and express opinions, encourages directors to participate in the discussion and freely expressopinions, and summarizes the resolutions.
        • Directors share opinions based on the study of the information provided by the Management and other necessary and relevant information. They discuss constructively, taking into account the benefits and impact as well as risks for the Company and all stakeholders in order to obtain the meeting resolution. Directors shall fully contribute time, knowledge and experience to their role as directors of a listed company.
        • Executives are responsible for providing accurate, sufficient, complete and timely information that is relevant and necessary to support the Board of Directors’ decision, as well as present the information in advance in order to allow sufficient time to study the information. The Management shall propose options to the Board of Directors, and provide information and clarify additional information when asked in the meeting. The Board of Directors requires the presence of high level executives from all functions to attend and invites other executives and/or relevant advisers for more details on specific matters.
        • Meeting atmosphere and expression of opinions: The Company provides appropriate and sufficient meeting equipment and facilities. The meeting atmosphere is open and encourages all directors to participate in the discussion and openly and positively express opinions based on mutual benefit and impact on all stakeholders. Each meeting lasted 2 hours to 2 and a half hours on average.
      • Meeting process: For the consideration and discussion of general issues, the Management presents the background, rationale, necessity, clarifications and related information to support the Management’s decision making process and the Management’s proposal. The Chairman allows sufficient time for all directors to discuss all issues and encourages directors to express opinions and ask questions on important matters for the Management to clarify. Afterwards, all will make a decision.
        • Directors with vested interests in a specific matter cannot vote on the matter (vested interests are based on the reports of the interests of each director and executive and their related persons’ interests which were submitted to the Company Secretary.) This has been strictly implemented at all Board of Directors meetings.
      • Consideration of connected transaction and items that may involve conflict of interest is done by taking benefits of the Company and shareholders into consideration. Necessity and reasons for each matter is compared with transactions of similar nature. Correct and complete process and the disclosure of accurate and complete information as required by laws are highly weighted.
      • Company Secretary provides initial recommendation to the Management and the Board of Directors to ensure that they perform in line with laws and related regulations, such as the disclosure of asset acquisition or disposal, connected transaction and compliance with good corporate governance principles.
    • Meeting minutes preparation and storage
      • Company Secretary Office is assigned by the Board of Directors to record, prepare and keep the minutes of the Board of Directors’ meeting and shareholders’ meetings.
      • Meeting minutes are in writing and cover all important details, including date and time, the start and the end, meeting venue, list of attending directors and executives, list of absent directors, summary of the matters presented in the meeting, summary of the discussed matters, opinions and observation of the directors, the meeting resolution, and the signatures of the minutes taker and the meeting chairman. Meeting minutes are completed within approximately three days after the meeting and delivered to all directors for consideration. If no revision is made within 7 days, the minutes are considered approved and then delivered to be signed by the meeting’s Chairman. A copy of the signed meeting minutes is then delivered to each director for reference. In addition, the certified meeting minutes will be added as an agenda for acknowledgement in the next meeting. The Company deploys both paper and e-document systems to keep important documents such as those concerning Board of Directors’ meetings and shareholder meetings, to assist the Company’s operations and facilitate the usage. Storage sites are reported as required by the SEC. Proper security system is in place for the documents: individuals with access to important documents are named accordingly to the Company’s confidential information management policy; passwords are issued; the number of meeting attendants is limited; and an automatic secondary data system is located at the main office building and secondary offices in case of emergencies.
      • Dissemination of meeting resolutions: The Company Secretary distributes the Board of Directors’ written resolution to related units for their acknowledgement and/or implementation. The implementation will be monitored and reported to the Board of Directors.
  6. Performance assessment
    • Self-assessment of Board of Directors and sub-committees:

      In 2019, the Board of Directors reviewed and approved the reviewed self assessment form for the Board of Directors and sub-committees, as a group and individual, as endorsed by the Human Resources and Remuneration Committee. The Board of Directors conducts self-assessment with the objective to use the result, observation and recommendations for further improvement of the Board and sub-committees in line with good corporate governance principles and the Company’s regulations on the Board of Directors. The regulations require the Board of Directors and sub-committees to conduct self-assessment at least once a year, in December, on a group and individual basis, so that members review their performance and seek improvement. The assessment criteria, process and results are included in the Annual Report.

      The Company will evaluate the performance assessment of the Board of Directors and the sub-committees, the results are also used to improve their operational effieciency and to enhance specific knowledge and skills of individual directors in accordance with the corporate governance policy.

    • High-level executives’ performance assessment

      With the screening from the Human Resources and Remuneration Committee, the Board of Directors conducts an annual assessment of high level executives’ performance, based on the criteria that were mutually agreed upon early of each year. The criteria cover 2 categotries:

      1. Performance against corporate targets in quantitative and qualitative terms: Capacity target including equivalent capacity, new business or startup project, net profit before FX and special items, financial ratio, sustainability awards score, high performance organization and engagement
      2. Operational performance against functional target, varying accordingly to their functions, in adding business value or supporting corporate goals.

      The assessment also focuses on their competency and managerial skill: covering leadership; the formulation and compliance to strategy; planning and financial management; relations building and networking; business insight; and, for the Chief Executive Officer, personal character traits. The assessment results are used in determining their remunerations, executive rotation, and knowledge/skill development plan in line with the Company’s business contexts such as financial status, operational performance, succession plans, and etc.

  7. New director orientation and the development of directors and executives

    Newly-appointed directors will be given orientation and/or a briefing by the Chief Executive Officer on the nature of business, the roles and duties of the Board of Directors and sub-committees, investment structure, corporate structure, financial performance, projects and assets the Company invests in, the Company’s corporate governance practices, rules, policies, Code of Conduct, as well as directors’ remunerations and privileges. They will be given annual reports, sustainability reports, the manual for listed companies’ directors, compliance database of the regulators of listed companies, and documents regarding the above subjects. The orientation is held according to the Board of Director’s policy to prepare directors for their duties.

    Director development: To enhance understanding of roles, duties and responsibilities as well as necessary skills so that they can be an efficient director of a listed company’s director, the Company financially supports directors’ participation in training and seminars arranged by related organizations, such as Thai Institute of Directors Association (IOD), Stock Exchange of Thailand and Thailand Energy Academy. Financial supports cover seminars and field trips in Thailand and overseas, to broaden their knowledge and experiences which will benefit the Company’s business.

    The Company also sent executives and relevant operators to attend company secretary, corporate governance, internal audit, anti-corruption and risk management courses as well as other related courses organized by various institutes and organizations. This enables them to better understand their responsibilities and support the works of the Board of Directors and sub-committees more efficiently.

  8. Succession plan for high level executives

    The succession plan for the Chief Executive Officer follows the policy of EGAT, the Company’s major shareholder. EGAT picks its executive who has appropriate qualifications, knowledge and capability beneficial to the Company and nominates the person to the Board of Directors for consideration and approval through the Human Resources and Remuneration Committee, as the sub-committee is assigned to outline and prepare succession plans for high level executives.

    Regarding the succession plans for other executive positions, the Company has prepared and developed career path of individual position by employing competency model which has been developed in systematic manner, covering analysis of competency and expected qualifications of different positions. The result will be use in human resource development and nomination of qualified persons to be promoted, demoted, retired, and transferred and to prepare the Company’s personnel for current and future business expansion.

  9. Reporting of directors’ and executives’ interests

    The Board of Directors required all directors and executives to report interests of their own and their related persons once taking their posisions as specified in the “Directors’ and Executives’ Interests Report Form”. The original report shall be submitted to the Company Secretary for record keeping and the copy shall be submitted to the Company’s Chairman and the Chairman of the Audit Committee on an annual basis. The report must be updated immediately after a change, to assist the Board of Directors’ consideration and decision which person, with vested interests, should not involve in the voting on the Company’s transactions or which persons having conflict of interest. The information will help the Board of Directors reach a conclusion that benefits the Company in an appropriate and transparent manner.

  10. Transaction that involves or may involve conflict of interest

    The Board of Directors provides a guideline in handling conflict of interest transparently and accountably, which is included in the Company’s regulation on the Board of Directors. The guidelines state: “Directors with vested interest in any particular issue shall not have the right to vote on the issue”. The Board strictly complies with the regulation. The Board of Directors and the Audit Committee have an important role in formulating measures to handle and prevent conflict of interest and supervising the operations in a reasonable manner. This includes the disclosure of complete information in accordance with related regulations for the overall benefit of the Company.

    In fact, no director or executive was engaged in transactions that involved or may involve conflict of interest, except transactions with EGAT which were disclosed as part of connected transactions. Regarding the transactions, directors representing EGAT were not present at the Board of Directors’meeting or cast their vote on the matters.

  11. Directors and Officers Liability Insurance

    The Board of Directors requires the Management propose the Directors and Officers Liability Insurance (D&O) for its consideration on an annual basis, to protect directors and Chief Executive Officer from lawsuits filed as a result of their earnest actions for the Company. The proposal must contain insurance conditions and premiums. Such lawsuits are possible as the Company’s business portfolio has been expanded, resulting in massive business transactions that directors and Chief Executive Officer must dutifully endorse, give opinions, guarantee or involve with. The insurance is necessary as directors and Chief Executive Officer may receive lawsuits from outsiders like shareholders or other stakeholders that hold them liable to claims for their actions. However, the directors and Chief Executive Office will not be covered by the insurance for malpractices and they must be responsible for all expenses incurring from the legal process.

5. Code of Conduct

 

The Company reviewed and improved the Company's compliance with rules and regulations, to cope with changing situations and ensure the comprehensiveness for the entire business. Such process follows CAC's guidelines and the Company's Code of Conduct, which serve as the basis for the Board of Directors' decisions on corporate policies and desirable behaviors of directors, executives, employees and stakeholders. The Code of Conduct must be honored by all parties as part of the Company's Corporate Governance Policy, to establish trust among investors and stakeholders and uplift the Group’s governance to the international level. The Company establishes a systematic process to build awareness and follow up on personnel's compliance on a regular basis. Newly-recruited employees will be given orientation and must sign to acknowledge the Code of Conduct. The Code of Conduct has been enforced and all relevant parties have been informed via various channels. The Board of Directors also reviews the Code of Conduct on an annual basis, taking into account changing business circumstances and context.

6. Communications and monitoring of compliance with the corporate governance policy and business ethics

 

For new-hired employee’s orientation, the Company will give briefing on the Company’s overall business operations, investment structure, organizational structure, operating result, good corporate governance practice, anti-corruption guidelines and corporate social and environmental responsibility principles, rules, regulations, policy, business ethics, remuneration, benefits and welfare. Supporting documents such as the Code of Conduct and other documents that can be used as guideline and reference when performing duties are given at the orientation and the new employees have to sign their acknowledgement. Corporate governance policy is communicated throughout the Company from the Board of Directors and high level executives to all level of employees. The communication channels such as intranet, email system that employees have easy access and internal meetings, official and unofficial, are channels provided to effectively communicate, raise awareness and commitment to implementation of Code of Conduct. The implementation result is reported to sub-committees and the Board of Directors for acknowledgement, respectively.

The “Internal Audit Division” has been assigned to be responsible for monitoring and following up with the implementation under its annual audit plan and a quarterly report the audit results as well as making recommendation onsolution and prevention of possible damages to the Audit Committee and the Board of Directors respectively.

The “Compliance Database” was prepared, distributed to the Board of Directors and published on the Company’s internal database. The database serves as guidelines on a listed company’s practices concerning information disclosure, connected transaction, the acquisition or disposal of assets, and etc. The information is regularly updated and accessible to all employees.

The Board of Directors prepared the “Directors’ and Executives’ Interests Report Form” and instructed the Directors and executives to report their interests and related persons’ to the Company Secretary for reference and record. The Company Secretary shall make a copy and report it to Company’s Chairman and the Chairman of the Audit Committee, as required by the Securities and Exchange Act. The report will be used when considering those who shall not vote at the Board of Directors’ and shareholders’ meetings.

In addition, the Corporate Governance Working Comittee and the Corporate Governcance and Social Responsibility Working Comittee, comprising executives from all functions, was assigned to communicate, mornitor, review, improve and recommend corporate governance practices in accordance with the Corporate Governance Policy and Code of Conduct. The Working Committees also report the implementation results of corporate governance practices and anti-corruption related risk management plans to the Board of Directors, the Corporate Governance and Social Responsibility Committee, the Audit Committee, the Risk Management Committee, the Management and other committees or related units in accordance with the pre-set procedure.

The Company followed the prescribed governance practices which has been updated to better meet international standards like CG Code 2017, CGR, ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard), and other best practices. The compliance also reflects the Company’s concerns for stakeholders and concerns about the impacts on economic, social and environmental dimensions as well as governance.

7. Information disclosure and transparency

 
  1. Types of disclosed information

    The Company discloses both financial and non-financial information in periodic and nonperiodic reports. The objective of the reports is to provide accurate, complete, sufficient and timely information that support readers’ investment decision.

  2. Information quality

    Information quality refers to accuracy, clarity, completeness, sufficiency, timeliness, transparency and accountability. Significant information disclosed by the Company includes both financial and non-financial information. It is not one-sided as it presented both positive and negative aspects. The disclosure complies with related criteria and regulations, such as immediate disclosure of significant information, comprehensive distribution to the general public, clarification on rumors and news, actions on irregular stock trading which must not unreasonably buoy the irregularity, and stock trading by insiders. The disclosure must not cost the Company excessively or infringe the Company’s competitiveness.

    Disclosing quality information to outsiders not only reflects the Company’s transparency but also enhances investors and related persons’ confidence and trust. As a result, the Board of Directors closely supervised and monitored to ensure that responsible persons follow the plan which is above legal disclosure requirement and that investors have equal access to such information.

  3. Disclosure channels

    The Company primarily discloses information via SET’s disclosure system and uses other channels as deemed appropriate, like the Company’s website, press conferences to reveal financial results, analyst meetings, press releases, roadshows in Thailand and overseas, and other activities as detailed in Types of Disclosed Information.

    Authorised persons to disclose information:

    The persons assigned by the Company to disclose information are the Chairman, directors, Chief Executive Officer and chief officers. The relevant divisions and department are responsible for preparing information as below:

    Division/Department Information preparation /Documentation
    Corporate Secretary Division Preparing the periodic reports to distribute via Electronic Listed Information Disclosure, the Annual Report (Form 56-2) and in charge of coordinator with regulators including SET and SEC
    General Accounting Division and Accounting Control and Analysis Division Preparing financial information disclosure and management discussion and analysis
    Corporate Relations Division Preparing the corporate information and news release to communicate with media and arranging press conference
    Investors relations Preparing the Form 56-1 and arranging the analyst meetings

    Communication channels

    Based on the commitment to providing complete and equitable access to the Company’s significant information, the Company communicates via various channels and covers both one-way and two-way communication. The distributed information is prepared in Thai and English and distributed at the same time via SET’s electronic channel as the main information disclosure channel. In addition, the Company also communicates information to its stakeholders via various channels as below:

    Stakeholders Channels/Medium
    Shareholders, investors, interested and general public The company’s website (www.ratch.co.th) The exhibition
    Shareholders, investors, analysts Arranging the analyst meetings, domestic and international roadshows, the Company’s site visit for shareholders, fund managers and analysts
    Media Press conferences for quarterly and annual performance, distribution of news releases and photo releases, exclusive interviews, and media relations activities.

    Investor relations

    The Company assigned the “Investor Relations Department” to be the communication center. It fairly and equitably provides information and news as well as arranges activities to build and strengthen relationship between the Company and its shareholders, institutional investors, individual investors, analysts and concerned government agencies. The Department is also responsible for preparing annual investor relations plan regularly participated by high-level executives. The Chief Executive Officer and high-level executives act as spokespersons who report, provide additional information, clarify and answer questions at the analyst meeting, local and international road shows. The Department can be contacted at: by post under the Company’s address; phone number +66 2794 9841 or fax +66 2794 9888 Ext. 9841; the Company’s website www.ratch.co.th or email to IR@ratch.co.th

    Disclosure of directors and executives remuneration policy and payment

    The Board of Directors discloses the director and executive remuneration payment policy by categories; remuneration of individual director and type of remuneration, and executives’s renumeration and type of renumeration. Overall employees’ remuneration is also disclosed. (Details are explained in Management Structure.)

    Use and protection of intellectual property

    The Company requires all employees to protect the Company’s intellectual property and use it only for the Company’s benefits. Desirable practices are included in the Code of Conduct and the Network and Computer Usage Policy, demanding all employees to respect others’ rights and intellectual property and avoid infringing the Company’s and others’ intellectual property. Employees’ access to information and use of intellectual property will be terminated when their employment ends.

    Use of network and computer

    All employees are granted the right to use network and computer, under the Network and Computer Usage Policy and the Group’s IT Usage Manual. Accounts and passwords are assigned to each employee and mitigation plans against cyber attacks and internal/external emergencies are systematically outlined. The supervisors to prevent, analyze, assess and tackle each case are appointed and handed a manual. Prevention and control programs against attacks are deployed. Employees are prohibited from using network and computer for illegal acts or any actions that cause damage to others; jeopardize social orders and morals; seek personal gains; disclose confidential information on employees, the Company and outsiders obtained as a result of their employment; or violate the Company and others’ intellectual property; and etc. Such rules are to maintain network and computer safety, prevent negative impacts on business from cyber attacks, and ensure efficient use. They are also aligned with the Company policies including Network and Computer Usage Policy, information classification policy, business continuity policy, the Computer Crime Act, and cyber attack-related risk management.

8. Promotion of community engagament

 

The Board of Directors has continuously reviewed the published social and environmental policies and used them to guide the Company’s operations that have continuously promoted community engagement, communications; the development and strengthening of communities; local tradition preservation and restoration; and environmental conservation and restoration. The emphasis reflects in every phase of the Company’s projects. During project development period, the Company studies preliminary technical information in parallel with a study on the community’s economic and social conditions, traditions and way of life, in order to prepare community participation plan and key communication message as well as activities to promote understanding in the project and hearing communities’ opinions on various issues as required by relevant government agencies and regulators. During the construction period, the Company regularly communicates with communities on its operations and the policy towards community. Close and regular communications continue after the project commences operations, to welcome recommendations for further improvement of the Company’s activities so that they truly address community needs

9. Compliance with corporate governance policy and guidelines

 

The Board of Directors monitored the Company’s adherence with governance principles, through the Corporate Governance and Social Responsibility Committee, the Audit Committee and relevant working committees, to ensure effective compliance to the principles and the Code of Conduct and the comprehensive coverage on materialities. It has been reviewed and improved the policy and guidelines to be aligned and in compliance with good governance principles at international level.

Key Actions Supervision on compliance with corporate governance policy and guidelines
Conflict of interest
  • The Company complied with laws and guidelines.
  • None of directors and executives who may have had conflict of interest attends the Board of Director meeting and voted on particular agenda.
Abuse of inside information
  • None of the Company’s directors and executives was implicated in using inside information for their securities trading or faced charges on insider trading for their own other’s benefits.
  • In 2021, no reports of breach or violation of human rights, intellectual property, computer crime laws and/or threat against the Company’s computer network.
Anti-fraud and corruption
  • The Company improved the anti-fruad and corruption regulation and order, to enhance operational efficiency and meet CAC’s additional guidelines.
  • The corruption risk management charts of the Company and its subsidiaries were reviewed and improved, along with control activities. The Company also scheduled an annual review on corruption risk assessment.
  • Announce and publicize the anti-fraud and corruption policy and guidelines, and prepare an acknowledgement form for the Company’s representatives, business partners and stakeholders to ensure strict compliance.
  • In 2021, no fraudulent or unethical action was found due to corporate governance issues
Whistleblowing
  • In 2021, there was no whistleblowing report nor compliant relating to fraud, breach or violation of the Corporate Governance Policy and the Code of Conduct’s guidelines.