Good Corporate Governance

The Board of Directors of Bangkok Aviation Fuel Service Plc. recognizes the importance of good corporate governance, by adhering to the Principles of Good Corporate Governance for listed companies of the Stock Exchange of Thailand, Corporate Governance Policy, and Code of Conduct, and believes that this will lead the Company to achieve its goal, attain sustainable growth, as well as boost the confidence of shareholders and stakeholders.

The Corporate Governance Policy of the Company was approved by the Board of Directors since 2002, and was been later improved to align with the Principles of Good Corporate Governance for listed companies of the Stock Exchange of Thailand and Guideline in Preparing Corporate Governance Policy of Thai Institute of Directors, as well as to be more suitable with the current environment. The Corporate Governance Policy can be summarized as follows:

Bangkok Aviation Fuel Services Plc. recognizes the importance of good corporate governance including the paramount role that it plays in the sustainable growth and the effective operation of the Company. The Company is therefore committed to do business in compliance with Securities and Exchange Law, Rules and Regulations of the Stock Exchange of Thailand and the Securities and Exchange Commission, Related Business Laws, Articles of Association of the Company, Code of Best Practice for Directors of Listed Companies and the Principles of Good Corporate Governance of the Stock Exchange of Thailand. The Company takes responsibility for its stakeholders, the environment and contributes to society. As such, the Company specifies the governance policy for the Board of Directors, managements and employees to follow by adhering to the following 5 principles:

  1. Accountability
  2. Transparency
  3. Equitable Treatment
  4. Long-Term Value-Added Creation to Shareholders
  5. Promotion of Best Practices

And also adhere to Code of Conduct to ensure that the Company can operate with transparency. The Company has announced Corporate Governance Policy to the Board of Directors, managements and employees.

Furthermore, the Company has provided Code of Conduct for the Board of Directors, the managements and the employees of the Company and its subsidiaries to use as a guideline in performing their duties with transparency and conforming to good corporate governance. Also, Code of Conduct Working Group has been set up to ensure the compliance of Code of Conduct and to establish the testing system as well as to improve Code of Conduct and testing system to be updated continually on an annual basis.

The Company has complied with the Principles of Good Corporate Governance of the Stock Exchange of Thailand as follows.

Shareholders’ Rights

Shareholders’ Rights Protection

  1. The Company attaches importance to protection of shareholders’ rights and promotion of exercising the basic legal rights i.e. the rights to share profit /receive dividend, to obtain relevant and adequate information of the Company, to participate and vote in the shareholders’ meeting to elect and remove members of the board, appoint the external auditor, and make decisions on any transactions that affect the Company such as amendment to the Company’s articles of association and the Company’s bylaws, for etc.
  2. The Company recognizes the importance of shareholders’ rights by facilitating shareholders more than the prescribed laws i.e. provide current important information via the Company’s website, provide Management Discussion and Analysis (MD&A) on a quarterly basis and Newsletter semiannually for etc.
  3. The shareholding structure of the Company comprises of numerous minority shareholders to balance with the majority shareholders, not contributing to any person or group to control vote or control of the Company, while enhancing the good corporate governance to shareholders. Currently, the Company has free float more than 40 percent.

The Shareholders’ Meeting

  1. The Company held the Shareholders’ Meeting once a year within 4 months after the end of the accounting period. In 2011, the meeting was held on April 22, 2011, where relevant directors especially Chairman of the Board of Directors, Chairman of various committees, Managing Director, managements, external auditor, and legal advisor attended the meeting to respond to questions.
  2. The Company has provided Legal Advisor of HNP Counsellors Limited responsible for checking registration documents and counting of votes in the shareholders' meeting.

Delivering the Meeting Invitation Letter

  1. The Company assigned Thailand Securities Depository Co., Ltd., the Company’s share registrar to send the meeting invitation letter to shareholders 14 days in advance and posted such information, which is the same information as sent to shareholders, in www.bafsthai.com, the Company’s web site 30 days before the meeting date to facilitate shareholders to have time in considering such information in advance. The Company has also advertised in daily newspaper 3 days consecutively and 3 days in advance about the shareholders’ meeting.
  2. The meeting invitation letter has sufficient and complete information, regarding date, time, place, agendas, specifying clearly whether each agenda is for acknowledgement or consideration, enclosures of each agenda, purpose and reason, the directors’ opinion, articles of association relating to the meeting, map of meeting place, documents or evidences required to be presented on the meeting date, and meeting attendance procedure. The Company has also provided meeting invitation letter in English to facilitate foreign shareholders.
  3. The Company recognizes the importance of shareholders’ rights, enhances rights using and does not infringe or curtail rights. In the shareholders’ meeting, various important issues, covering the issues as prescribed by Laws, the Regulations of the SET and the articles of association of the Company have been proposed for the approval of shareholders.
  4. Important agendas for consideration in the annual shareholders’ meeting are
    • Appointing Directors : The Company opens chance to shareholders to appoint director by person while providing information on nominating criteria and method, director background, educational background, working experience, number of companies served as director, types of director that is proposed to be appointed, service years and meeting attendance in case of proposing previous director, which is screened by the Nominating Committee.
    • Director Remuneration : The Company provides details of proposed remuneration payment that align with the director remuneration policy and condition, which is screened by the Remuneration Committee.
    • Appointing External Auditors : The Company provides details of external auditor’s name and company, experience and competence, independency, audit fee, service years for the Company (in case of proposing existing external auditors), reason in changing external auditors (in case of proposing new external auditors), consideration method of appropriateness of audit fee, which is screened by the Audit Committee. /li>
    • Allocating Profit and Dividend Payment : The Company provides details of profit allocation and reserve fund, dividend amount that align with the Company’ s dividend policy, together with the reason, and book register date for right of receiving dividend, which is screened by the Remuneration Committee.

Facilitating Shareholders

  1. The Company allows shareholders to send questions related to the agenda to the Board of Directors in advance via Investor Relations Section.
  2. In the shareholders’ meeting, the Company facilitates all shareholders in a fair manner by arranging officers to taking care of them.
  3. The Company allows registration of shareholders at least 1 hour before the meeting, does not curtail rights of shareholders who came late, and facilitates shareholders to use their meeting rights.
  4. The Company uses a barcode system detailing each shareholder in the registration form. This is to facilitate the registration for time saving and accuracy.
  5. The Company gives shareholders who show up late a chance to vote on agenda items still under deliberation.

Conduct of the Shareholders’ Meeting

  1. Before the meeting, Chairman shall introduce the directors, Chairman of various committees, managements, external auditor, and legal advisor, as well as informs the rules in the meeting and the voting procedures. The Company also asks shareholders volunteers together with legal advisor to witness ballot count for transparency.
  2. The Company provides enough time for the meeting, encourages equal opportunities for shareholders to express their opinions and raise any questions in the meeting, where Chairman, directors, and management address and answer all questions clearly and precisely.
  3. The Company conducts the shareholders’ meeting in sequence of agendas as informed in the meeting invitation letter. There would be no additional material information given in the shareholders’ meeting instantly and no additional agenda in the shareholders’ meeting.
  4. The Company provides voting cards for every agenda to make it transparency if there is any argument in the future and in director appointing agenda, the Company opens chance to shareholders to appoint director by person.

After the Shareholders’ Meeting

  1. The Company notified the meeting resolution on dividend payment via the Stock Exchange of Thailand’ s information dissemination system and coordinated with Thailand Securities Depository Co., Ltd. to ensure that all shareholders shall receive the dividend. In addition, the Company set the book closing date to determine the shareholders’ right to the dividend not less than 5 working days after the shareholders’ meeting, which aligned with the recommendation of the SET.
  2. The minutes of meeting are correct, complete and can be verified by shareholders. The minutes covers the name and position of directors who attend in the meeting, voting method, shareholders’ opinions, the director’s clarification and clear resolution, classifying into agree, disagree or abstain votes. The minutes is sent to the SET within 14 days after each meeting as well as posted, together with the web cast recording the meeting proceeding, in the Company’s website.
    3. From the above efforts, the Company has received “Excellent” scoring in AGM Assessment Project for four consecutive years.

Equitable Treatment to Shareholders

The Company recognizes the importance of rights and equitable treatment of shareholders through the following actions.

  1. Proposing Additional Meeting Agenda and Nominating Director
    The Company provides channel for shareholders to propose in advance additional meeting agenda and director nominee, by having clear rules, which is disclosed via the SET and the Company’s website. One or several shareholders, holding minimum share in the amount of 0.05 percent can propose meeting agenda and director nominee for 3 months, during October 15 – January 15 of each year. This proportion facilitates the shareholders more than that specified by the law, which specifies that one or several shareholders, holding minimum share in the amount of 5 percent can propose meeting agenda. However, no shareholder proposed additional meeting agenda or director nominee.
  2. Appointing Proxies
    In case that the shareholders cannot attend the meeting, the Company provides the proxy document, so that the shareholders can make the proxy vote to other persons, independent director or Managing Director. The Company provides the proxy in the format that the shareholders can specify the voting direction (Form B.), and also clearly indicates the evidence and instruction for proxy.
  3. Preventive Measures for Misuse of Inside Information
    • The Company protects internal information and has procedures to prevent the use of inside information for abusive self-dealing such as insider trading or related party transactions. The Company has prescribed about confidential information in Staff Policies and Procedures Manual and in Code of Conduct and has penalties for employees who violate such rules. Moreover, the Company violates the directors, managements and employees to trade the Company’s shares 7 days prior to the disclosure date of quarterly financial results.

      As for the trading of Company’s shares by the Board of Directors and the managements, the Company has notified the Board of Directors and the managements to report changes in any shareholding status to the SEC, as specified in Section 59 of Securities and Exchange Act B.E. 2535. The shareholding agenda of the Board of Directors and the managements is also included in each Board of Directors’ Meeting.

      In addition, for the trading of Company’s shares by the employees who are close to the Company’s information, the Company has set the procedures that they shall report changes in shareholding within 3 working days and their shareholding agenda shall be report to the management meeting monthly.

    • The Company’s directors and managements shall disclose the interests of themselves and their related parties to the Company. Such disclosure complies with the business of the Company, related law and regulations. Also, the directors and managements have to report the changing in their interests every time when it occurs. The Company Secretary is responsible in gathering such information.
    • The Board of Directors has established procedure to prohibit the directors or managements who may have conflicts of interests to involve in the consideration process. Before the Board of Directors’ meeting begins, Chairman shall inform that in case of the particular director who has interests in certain issues, he shall inform to the meeting and not be allowed to vote in approving such agenda.
    In 2011, the Company did not get any complaints for not respecting shareholders’ rights or any accusation regarding misuse of inside information.

Roles of Stakeholders

  1. Treatment of Stakeholders
    The Company has written procedures in its Corporate Governance Policy and Code of Conduct to treat with each group of stakeholder i.e. shareholders, customers, trade partners, creditors, competitors, employees, social and environment, which are disclosed in the Company’s website. The Company has done through the following actions.
    1. Shareholders : The Company is constantly responsible to shareholders, adheres to loyalty and fairness, aims to achieve business growth, as well as to create appropriate return to shareholders, discloses information to shareholders equitably, constantly and completely. Furthermore, the Company encourages shareholders to express their opinions, give recommendation, propose meeting agenda and director nominee in the shareholders’ meeting,
    2. Customers
      • The Company is attentive and responsible to customers, complies with all agreements made with customers, treats every customer equally and fairly, commits to satisfaction and confidence to customers in order to get quality service.
      • The Company provides aviation refuelling service, conforming to international standard, on time, with highest safety, which receives the certification ISO 9001 and OHSAS 18001.
      • The Company has customer satisfaction survey system, which is one of Key Performance Indicators (KPIs) of the Company.
      • The Company has customer relationship activities such as bowling tournament, football tournament, meeting customers in various festivals.
    3. Trade partners : The Company complies with all agreements made with trade partners, treats every trading partner equally and fairly, bases on the fair return for both parties, not asks for, receives, and gives benefit that dishonest to trade partners. In addition, the Company sets JV Core Principle Policy as a tool to prevent the disclosure of sensitive information.
    4. Creditors : The Company complies with all agreements made with creditors, provides complete financial information, not asks for, receives, and gives benefit that dishonest to creditors.
    5. Competitors : The Company conducts within the framework of good competition, does not acquire the confidential information of competitors in dishonest or inappropriate way, and not ruin the reputation of competitors by accusation without truth information.
    6. Employees : All employee are important part of business, therefore the Company realizes the importance of developing the employees, provides reasonable compensation and fringe benefits to the employee as well as supports the employees’ participation as follows:
      • Have Social Responsibility and Work Force Policy to enhance the employee's rights to be respected and protected in accordance with labor laws.
      • Have regulation regarding compensation and employee benefits.
      • Provide reasonable compensation and fringe benefit e.g. salary, bonus, retirement fund, life insurance, accident insurance and health insurance.
      • Provide orientation to new employees; educate them about code of conduct, core value, safety, quality system, fundamental knowledge, as well as giving them on the job training.
      • Have policy to promote employee development in systematic way, by adopting Competency Model as the standard in personnel training plans, such as Competency and Potential Assessment, Training Roadmap, Individual Development Plan, Career Development Plan, Succession Plan, for etc.
      • Provide education support programs e.g. scholarships for employees
      • Have activities to promote good relationships among employees such as arranging sport day, New Year party, happy hours activity, encouraging employee to participate in various clubs of the Company.
      • Give assistance to employees in the flood crisis such as providing alternated workplace, allowing employees in some duties to work at home, arranging van to pick up employees, providing accommodation, providing grant and interest free loan.
    7. Social and Environment :
      • The Company amended Anti-Bribery and Corruption Policy to be more explicit, established the Policy of not violate human rights and not violate any intellectual property or copyright. Such policies are specified in the Company’s Code of Conduct.
      • The Company realizes the importance of Corporate Social Responsibility (CSR), by establishing CSR Policy, and conducts activities that support CSR and community development which is disclosed in the Company’s website.
      • The CSR activities were such as Mangrove Forest Field Trips, Royal Kathin, Annual Kathin Offering Ceremonies and Buddhist Monk Scholarship Project, participating in the landscape improvement of Dhamrong Dhamma Meditation Center, donating to victims of natural disaster via the Thai Red Cross Society, Soldier Moral Improvement Program, donating used calendar to Foundation for the Blind in Thailand, providing assistance to nearby community in the flood crisis e.g. floating toilets, bus service, drinking water machine, encouraging the employee to mold EM Ball for waste water treatment, distributing EM Ball to community, for etc.
      • The community development activities were such as Teachers Volunteering Project, Fire Drill Training, arranging health check up for community, granting scholarship, educational and sport facilities to nearby schools, granting scholarship by joining with Woman Thai Muslim Orphan Help Foundation of Thailand, supporting in National Children Day activities for nearby communities and schools, supporting for office equipment of traffic section of Don Mueng police station, for etc.
  2. Safety, Occupational Health and Environment

    The Company has emphasized in Safety, Occupational Health and Environment in workplace, by established Safety, Occupational Health and Environmental Policy and set up Safety, Occupational Health and Environment Committee. The Company conducted in Safety, Occupational Health and Environment as follows.

    • Develop Safety, Occupational Health and Environment System to comply with laws, international standards and other regulations
    • Control, improve, prevent, and correct dangers from operation that may affect employees and assets of the Company
    • Adjust the performance on Safety, Occupational Health and Environment of the Company continually
    • Promote and support the participation of the employees in performing their duties concerning Safety, Occupational Health and Environment
    • Develop the employee to have knowledge and awareness in Safety, Occupational Health and Environment both in workplace and outside workplace
    • Provide resources to support the performance under Safety, Occupational Health and Environment System for continual improvement.
    • Provide safety workplace environment for the employee’s life, health, and property, as well as educate and train them about environment regularly.

    The Company organized various activities e.g. arranging health check up on annual basis, Big Cleaning Day activities, various training courses such as courses on Occupational Health and Environment in workplace, fire drill training, as well as providing Personal Preventive Equipment for Into-plane staffs.

  3. Responsibility towards Resources and Environment

    The Company has promoted the employee to use resources efficiently, with maximum benefit, while concerning of environmental impact. The Company has assessed impact and set measures to prevent and mitigate the impact that may occur systematically. The Company established Energy Conservation Policy, and set up Green Committee with the responsibility to manage the energy using to align with Energy Conservation Policy as follows.

    • Ensure compliance with laws regarding energy using and energy conservation
    • Improve the efficiency of energy using in the building and in the storage and transport procedure of aviation fuel
    • Strictly and continually manage energy using and energy conservation
    • Promote the use of renewable energy to reduce energy using of the Company
    • Promote awareness and educate about energy conservation
    • Communicate about the objective, plan, and performance of energy conservation annually to enhance the employee understanding and following
    • Develop and educate the employee to have knowledge about Environment continually
    • Summarize and report the performance of energy using and energy conservation to the management consistently at least 1 time a year

    The Company organized various activities e.g. Aviation Bio Fuel refuelling service, trip for employee to implant awareness of environment caring at Wangdum Mountain Camp (Renewable Energy Learning Center) in Kanchanaburi, the feasibility study on using Electrical Vehicle Hydrant Dispenser at Suvarnabhumi Airport.

  4. Observation of Human Rights

    It is the responsibility of every director, management, and employee of the Company and its subsidiaries to fully observe the human rights that specified in Code of Conduct such as

    1. Commit to democracy and encourage employees to use their constitutional right to vote.
    2. Treat employees on the basis of the dignity of human beings and respect the rights of individuals.
    3. Support and respect for human rights, by regularly monitor the Company of not being involved in the violation of human rights e.g. not supporting forced labor, child labor
    4. Promote the monitoring of compliance with human rights within the Company and encourage compliance with international human rights standards.

    There has never been any report or complaint on the violation of human rights of the Company.

  5. Intellectual Property or Copyright

    It is the responsibility of every director, management, and employee of the Company and its subsidiaries to follow Code of Conduct regarding intellectual property or copyright i.e.

    1. Protect intellectual property of the Company and avoid infringing the intellectual property of others
    2. Comply with laws, regulations and obligations regarding intellectual property rights of others, including patents, copyrights, trade secrets and other proprietary information
    3. not infringe or misuse intellectual property rights of others
    4. In the case of a copyright work or other intellectual property occurs from the performance of employees, such copyright or intellectual property rights shall belong to the Company.

    There has never been any report or complaint on the violation of Intellectual Property or Copyright of the Company.

  6. Anti-Bribery and Corruption

    It is the responsibility of every director, management, and employee of the Company and its subsidiaries to follow Code of Conduct regarding anti-bribery and corruption i.e.

    1. Not offer compensation, pay, demand, accept, or receive bribes from others in any form, either directly or indirectly, in order to have mutual benefits or for the benefit of the Company
    2. Not engage in illegitimate transactions that involve with government officials, other persons or entities, either directly or indirectly
    3. Not donate, or make any facilitation payment, or provide any financial support to other persons or entities as a way to pay bribes
    4. Not provide financial support or other benefits, either directly or indirectly, to political parties, political groups, or any person related to politics, in order to gain the benefit for the Company, self-interest and partisan.

    There has never been any report or complaint on the violation of anti-bribery and corruption of the Company.

  7. Channel to Direct Corporate Issues

    The Company provides channel for stakeholders to send recommendation, opinion, question, or complaint to the Company via the Company Secretary, e-mail: tarnthong@bafs.co.th, tel 02 834 8911, or Investors Relations Section, e-mail: pitsapong@bafs.co.th, tel. 02 834 8914. The mailing address is Bangkok Aviation Fuel Services Plc. 171/2 Kamphaeng Phet 6 Rd., Sub-Distict Don Mueang, Khet Don Mueang, Bangkok 10210

    In case that there is any important issue or the matter that may negatively affect the Company, the Company Secretary shall propose it to the Board of Directors.

  8. Whistleblower System

    The Board of Directors has set various channels for whistle blowing in any suspected violation in code of conduct and has investigation procedure after acknowledging such matter. It is the responsibility of every director, management and employee to acknowledge and strictly adhere to the Company’s Code of Conduct.

    In 2011, the Company received honorable awards i.e.
    • National Award of the Outstanding for Enterprise of Safety Operations, Occupational Health and Working Environment in 3 areas i.e. Don Mueang Depot, Suvarnbhumi Depot, and Suvarnbhumi Intoplane,
    • Winning Awards in the campaign of eliminating material that is harmful to aircrafts (Foreign Object Damage: FOD) at Suvarnabhumi Airport
    • Certificate as “A Pilot Organization in Carbon Footprint for Organization Project” from Thailand Greenhouse Gas Management Organization (TGO) and National Metal and Materials Technology Center (MTEC).

Information Disclosures and Transparency

  1. Information Disclosure
    The Company has disclosed significant information in Annual Report and via the Company’s website, www.bafsthai.com, both in Thai and English. The information includes vision, mission, various policies, structure of the business group, nature of business and competition, financial and operation information, risk factors, shareholding structure, organization chart, the Board of Directors, the Managements, type of director, background and shareholding of the directors and managements, director training record, the remuneration policy, type and remuneration for directors and managements of the Company and its subsidiaries, performance of the Board of Directors and various committees in previous year e.g. number of meeting, number of attendance of each director, information about Investor Relations, the invitation letter and minutes of shareholders’ meeting, press release, for etc., where the information is consistently updated.
  2. Financial Reports Preparation
    To perform responsibilities in providing the financial reports that they are accurate, complete and transparency enough to protect the Company’s assets against fraud, or abnormalities, and in line with the generally accepted accounting standards and using appropriate and consistent accounting policy, and with reasonable and circumspect considering to enhance the stakeholders’ confidence to the financial reports, the Board of Directors has appointed the Audit Committee to assume key duties and responsibilities of reviewing the Company’s financial statements and operation reports to ensure its correctness and completeness. In addition, the Board of Directors provides Report of the Board of Directors’ Responsibilities for Financial Statements, signed by Chairman and Managing Director that covers important topics of Code of Best Practices for Directors of Listed Companies as prescribed by the SET together with Report of Auditor in annual report.

    In 2011, the auditors from Dharmniti Auditing Co., Ltd., the Company’s external auditors had knowledge, competence, independency, and was approved by the Office of the SEC. The Company’s financial statements were approved with unqualified opinion and accurate in accordance with the generally accepted accounting principles, and assented by the Audit Committee/the Board of Directors before disclosing to shareholders.

    The Company constantly discloses Management Discussion and Analysis (MD&A) on a quarterly basis to explain analytically about the financial position, earning result, factors that affected financial position and earning result, as well as the major change of the Company. Moreover, the Company distributed important information via BAFS Newsletter semiannually.

  3. Information Disclosure Channel
    1. The Company realizes the importance of disclosing both financial and non-financial information correctly, completely, in a timely manner, transparency via various channels as follows:
      1. The SET information dissemination system and the SEC web site
      2. The Company’s web site, www.bafsthai.com, that provides both Thai and English information
      3. Providing information to analysts and investors in the Opportunity Day at the SET
      4. Providing information to analysts and investors who visited the Company
      5. Analyst Meeting
      6. Sending documents to shareholders by post.
    2. The Company discloses the information in accordance with the Regulations of the SEC and the SET, under the responsibility of Corporate Affairs Section.
    3. Investors Relations Section, e-mail: pitsapong@bafs.co.th, tel. 02 834 8914, has been established to represent the Company in communication with investors, shareholders, stock analysts and other related organizations. In the year 2011, the main activities were participation in the activities of the SET and other parties to meet investors 5 times, arrangement of institutional and retail investors to meet the managements and visit the Company 5 times, Analyst Meeting 6 times, providing information for the Company’s Credit Rating Review and to the investors that ask questions to the Company.
    4. The Company has no record of being ordered by the SEC to amend the financial statements, and has disclosed its quarterly and yearly financial statements to shareholders and investors within the timeframe.

Responsibilities of the Board of Directors

The Board of Directors plays an important role in corporate governance for the best interest of the Company, and is accountable to shareholders and independent of the managements.

  • Composition of the Board of Directors
    • The Board of Directors considers the appropriateness of board structure, and sets the structure to consist of at least 11 directors, but not more than 15 directors. At present, the Board of Directors consists of 14 directors as follows:
      - Executive Director 1 person
      - Non-Executive Director 13 persons,

      comprises of 8 outside directors and 5 independent directors, more than one third of the total directors.

    • The Board of Directors has specified the qualification of director for example shall not be more than 75 years old, has various knowledge and capabilities that is beneficial to the Company’s business for etc., and has specified the qualification of independent director more strictly than Regulations of the SEC regarding shareholding to enhance the Company’s independent directors to have real independency, as per details in the topic of “Shareholder and Management Structure - Nomination of Directors”.
    • Chairman of the Board of Directors is independent director, not the same person as Managing Director, and has no relationship with the managements. As such it is better enhance the balance of power within the Board of Directors.
    • The Company has clearly separated and defined in written the power and authorities among the Board of Directors and the managements.
    • The directorship term of the Board of Directors has been definitely prescribed in articles of association of the Company that one third of the directors who has longest term, has to terminate its directorship.
    • Referring to the Principles of Good Corporate Governance which suggests that each director should serve not more than 5 boards of listed firms; however, Mr.Aswin Kongsiri, the Company’s director, serves more than 5 boards of listed firms. Nevertheless, from his past performance, he has attended the Board of Directors’ meetings and other committees every time, and also used his knowledge, competent, and dedicated time to perform the responsibility competently.
    • The Company has Executive Assistant of Legal and Securities to serve as Company Secretary to advise about law and regulations that the directors shall know, take care of the directors’ activities, and coordinate in informing related persons to comply with the Board of Directors’ resolutions.
    • The Company has established the system to monitor the operation of its subsidiaries, the direction for its subsidiaries, the direction to the person that the Company assigned to be the director or management and the reporting to the Board of Directors to ensure that the Company could monitor the operation of its subsidiaries efficiently.
  • Committees
    The Board of Directors has set up various committees to help the Board in studying various issues in details and screen workload to improve work efficiency of the Board. In addition, the Chairman of each committee is independent. And to ensure that the performance of every committee has real independency, the Chairman of the Board of Directors is not the chairman and member in such various committees. The Company has specified compositions and responsibilities of various committees have been clearly prescribed as follows:
    • Audit Committee

      The Audit Committee consists of 3 independent directors, who qualified according to the Regulations of the SEC, with a directorship term of 3 years as follows:

      • 1. Mr.Pachara Yutidhammadamrong
      (Independent Director)
      Chairman of Audit Committee
      2. Mr.Visut Montriwat
      (Independent Director)
      Director of Audit Committe
      3. Mr.Sumon Surathin
      (Independent Director)
      Director of Audit Committee
      4. Mrs. Mayuree Nalinwong
      (Executive of Internal Audit)
      Secretary of Audit Committee

      Mr.Visut Montriwat and Mr.Sumon Surathin are Audit Committee directors who have knowledge and experience in reviewing the Company’s financial statements, as per details in the topic of “the Board of Directors”.

      The Audit Committee has always reported the resolutions to the Board of Directors and had fulfilled the responsibility of the Audit Committee Charter as follows:

      “Reviewing the correction and sufficiency of the financial reporting, reviewing the correction, completeness and reliability of the operational information reporting, reviewing the internal audit and control system to ensure its suitability and effectiveness, considering the independency of Internal Audit, appointment, transfer, and dismissal of chief of Internal Audit, reviewing compliance with the Securities and Exchange Acts, Regulations of the SET, relevant laws, and given commitments with outside parties, reviewing the adequacy for the safeguarding of assets, reviewing risk management and internal control systems independently, considering and recommending the appointment and the remuneration of the external auditor, attending a non-management meeting with an external auditor at least once a year, reviewing the Connected Transactions to ensure that the compliance with the laws and Regulations of the SET, revising the Charter of the Audit Committee at least once a year, performing the Audit Committee’s assessment and self-assessment annually, considering approving the audit plan, budget and man-power of Internal Audit that approved from Managing Director, preparing and disclosing the Audit Committee’s report in the Company’s annual report, having the power to employ independent professional advisors, inviting the managements and concerned persons, and performing any other functions assigned by the Board of Directors.”

      In addition, the Audit Committee gives opinion in performing its duties as specified in the Audit Committee Charter such as opinion in reviewing the financial statements, risk management, and internal control.

    • Remuneration Committee

      The Remuneration Committee consists of at least 3 but not more than 4 directors, with a directorship term of 2 years, where the chairman is independent director and Managing Director is the director ex officio as follows:

      • 1. Mr.Visut Montriwat
      (Independent Director)
      Chairman of Remuneration Committee
      2. Mr.Sumon Surathin
      (Independent Director)
      Director of Remuneration Committee
      3. M.R. Supadis Diskul
      (Managing Director)
      Director of Remuneration Committee
      4. Mr. Chattaya Bhandhaya
      (Senior Finance
      and Account Manager)
      Secretary of Remuneration Committee

      The Remuneration Committee has fulfilled the responsibility that was approved by the Board of Directors as follows:

      “Considering remuneration for the Board of Directors, the Audit Committee, the Nominating Committee, the Fuelling Operation Committee, Managing Director, Committees and Other Sub-Committees for further proposal to the Board of Directors and/or the shareholders for consideration”

      In addition, the Remuneration Committee considers the interim and annual dividend payment for shareholders, proposing to the Board of Directors or the shareholder’s meeting. Furthermore, the Remuneration Committee gives opinion in performing its duties as specified in the prescribed responsibility for example opinion in directors’ remuneration and dividend paid to shareholders, for etc. The Remuneration Committee has the overall assessment to evaluate the effectiveness of its performance annually,

    • Nominating Committee

      The Nominating Committee consists of at least 3 directors, with a directorship term of 2 years, where the chairman is independent director as follows:

      • 1. Mr. Aswin Kongsiri
      (Independent Director)
      Chairman of Nominating Committe
      2. Mr. Navee Lertphanichkul
      (Non-Executive Director)
      Director of Nominating Committee
      3. M.R. Supadis Diskul
      (Managing Director)
      Director of Nominating Committee
      4. Mr.Tarnthong Chandransu
      (Executive Assistant of Legal
      and Securities)
      Secretary of Nominating Committee

      The Nominating Committee has fulfilled the responsibility that was approved by the Board of Directors as follows:

      “Reviewing the appropriateness in respect of number and composition of the Board of Directors, preparing the specifications and conditions for Managing Director’s contract, and also nominating when there is a vacancy in the position of director and Managing Director for further proposal to the Board of Directors and/or the shareholders for consideration”

      In addition, the Nominating Committee gives opinion in performing its duties as specified in the prescribed responsibility for example opinion in nominating directors.

    • Risk Management Committee

      The Risk Management Committee consists of 4 directors, with a directorship term of 3 years, where the chairman is independent director as follows:

      • 1. Mr. Aswin Kongsiri
      (Independent Director)
      Chairman of
      Risk Management Committee
      2. Mr. Vinai Chamlongrasdr
      (Non-Executive Director)
      Director of
      Risk Management Committee
      3. M.R. Supadis Diskul
      (Managing Director)
      Director of
      Risk Management Committee
      4. Mr. Ditsapong Prithaveepong
      (Senior Depot Manager)
      Committee

      The Risk Management Committee has constantly reported the resolutions to the Board of Directors and had fulfilled the responsibility of the Risk Management Committee Charter as follows:

      “Supporting the Board of Directors in setting Risk Management Policy and acceptable risk level, establishing risk management profile to align with the Risk Management Policy, following the compliance, reviewing the effectiveness of risk management profile, presenting the Company’s overall risks, measures and results to the Board of Directors as well as considering and reviewing Risk Management Report and performing to ensure that the Company’s risk management is adequate and appropriate, can be managed in acceptable level and is performed continually.”

      In addition, in every meeting the Risk Management Committee has considered Key Risk Indicators e.g. EBITDA, cash flow, expenditure control, market share etc., in order to ensure the performance of the Company shall meet its objective. In case that the performance is likely to be lower than targeted, the Risk management Committee shall direct the managements to have controlling measures.

    • Roles, Duties and Responsibilities of the Board of Directors
      • The Board of Directors is responsible for overseeing the Company’s operations to comply with laws, objectives and articles of association of the Company, as well as shareholders’ resolutions, with honesty while preserving the Company’s interests. In 2011, the Company has no history of any incompliance matter.
      • The Board of Directors considers and approves the important matter regarding the Company’s operation e.g. vision, mission, strategies, financial goal, budget, Committee Charter for etc., supervises the managements’ performance to comply with the specified policy and plans, efficiently and effectively, and also provides systems to monitor, improve and evaluate operation results comparing with the work plans and approved budget. This is to achieve maximum values to the Company.
      • The Company clearly segregates the structures, roles, duties and responsibilities of the Board of directors and the managements. Power of attorney is issued to specify the scope and level of authority for the managements engaging in certain business transactions on behalf of the Company. Moreover, the Company regularly communicates the roles, duties and responsibilities to such related persons.
      • The Company has initiated, participated in preparation, and approved Corporate Governance Policy and Code of Conduct to the directors, managements and employees to use as a guideline in performing their duties to accomplish the mission of the Company, which is communicated throughout the Company.
      • Code of Conduct covers the following topics;
        - Ethics for business conduct
        - Practices towards various stakeholders i.e. shareholders, employees, customers, trade partners, creditors, competitors, social and environment
        - Ethics for the directors
        - Ethics for the employees in various aspects such as conflict of interests, confidential information, provision, inside information, anti-bribery and corruption, intellectual property and the use of information technology
        - Monitoring procedures and Disciplinary actions.

        The Company has encourage the compliance of Code of Conduct, and also has the system to monitor i.e. conducting on line self assessment annually.
      • The Company has continually arranged training course about good corporate governance and Code of Conduct annually, and has also consistently educated the managements and employees via internal journal since the year 2003.
      • The Company has clear procedures to oversee transactions that may have conflict of interests and set up the regulation regarding connected transactions that in line with the Regulations of the SEC. In case that the transaction must be approved by the Board of Directors and/or the shareholder’s meeting, it shall be screened by the Audit Committee. The Audit Committee would give opinion in entering such transaction. If the Board of Directors has different opinion with the Audit Committee, the Company shall also disclose the different opinion. In addition, in case that particular director has interests in certain issues, he shall not be allowed to vote in such agenda.
      • The information, necessities and rationale about transactions that may have conflict of interests in the year 2011 are disclosed by complying with Regulations of the SEC as per details in the topic of “Related Party Transactions”.
      • The Company has internal control system and system to monitor the operation of its subsidiaries, appropriately and effectively. In addition, the Company has internal control system and risk management regarding risk management framework, based on the International Standard of COSO-ERM (The Committee of Sponsoring Organizations of the Treadway Commission-Enterprise Risk Management), which relates to the operations and management procedures as per details in the topic of “Summary of the Opinion concerning Adequacy and Appropriateness of the Internal Control System for the Year 2011”.
      • The Board of Directors has specified the risk management policy by emphasizing the usage of risk management throughout the Company, to enhance the Company to achieve the strategic objectives. Risk Management and Strategic Plan Section has responsibility to monitor the risk management process and evaluate the achievement of strategic annually, set up early warning indicators to prompt the Company in finding measures to amend and improve its performance before the crisis arises, as well as report to Risk Management Committee, which has been reviewed by Audit Committee and reported to the Board of Directors quarterly.
      • To evaluate the efficiency of the Company’s internal control system, the Company has Internal Audit division as a separate unit, which is responsible to audit, evaluate, recommend and support the effectiveness improvement in risk management, control and corporate governance in accordance with International Standard for the Professional Process of Internal Auditing, reports the audit results to the Audit Committee and administration matter to Managing Director. The Board of Directors and the Audit Committee has reviewed the Assessment Form of Adequacy of Internal Control System annually.
      • For the assessment of risk management effectiveness, Internal Audit Division has reviewed the indicators or risk factors that may affect the objective and risk management process, to ensure that the risk indication and assessment are correct and appropriate, the risk management is in a systematic manner, the risk reporting to related persons is complete and in timely manner, and also continually monitored the risk review every quarter.
    • The Board of Directors’ Meetings
      • The Company has set the Board of Directors’ meeting schedule in advance and informs each director for acknowledgement so that the director can allocate the time and attend the meetings. The Board of Directors shall held at least 5 regular meetings in a year, which is suitable with the responsibility of the directors and the Company’s business nature, and may held a special meeting if necessary. The Chairman of the Board of Directors and Managing Director shall consider the agenda together and each director can independently propose matter for agenda. In 2011, each director attended the meeting regularly, i.e. 89% of total meeting.
Name Meeting Attendance in 2011
(Meeting Attendance/Total Meeting)
Board of Directors
(5 times)		 Audit
Committee
(5 times) 		Remuneration
Committee
(3 times) 		Nominating
Committee
(3 times)		 Risk Management
Committee
(6 times)
1. Mr. Palakorn Suwanrath 5/5
2. M.R. Supadis Diskul 5/5 3/3 3/3 6/6
3. Flight Lieutenant Montree Jumrieng 5/5
4. Mr. Chokchai Panyayong 5/5
5. Sqn.Ldr.Alongot Pullsuk 1 / 3/3
6. Mr.Ath Hemvijitraphan 5/5
7. Mr. Chakraphan Krachaiwong 5/5
8. Mr. Navee Lertphanichkul 5/5 3/3
9. Mr. Vinai Chamlongrasdr 2/ 5/5 1/1 6/6
10. Mr. Nuttachat Charuchinda 5/5
11. Mr. Aswin Kongsiri 5/5 2/2 6/6
12. Mr.Pachara Yutidhammadamrong 5/5 5/5
13. Mr.Visut Montriwat 5/5 5/5 3/3
14. Mr.Sumon Surathin 4/5 5/5 3/3
* Sqn.Ldr.Asdavut Watanangura 3 / 1/2
* Mr.Serirat Prasutanond 4 / 0/1

Remarks
1/ Assume director since Aug 10, 2011. Therefore, the number of Board of Directors’ Meeting is 3 time.
2/ To be ad-hoc nominating director in place of Mr. Aswin Kongsiri to seek for the directors in replacement of those retired by rotation in AGM 2011 where Mr. Aswin Kongsiri was in that list.
3/ Resigned from director since Jun 17, 2011. Therefore, the number of Board of Directors’ Meeting is 2 times.
4/ Resigned from director since Mar 31, 2011. Therefore, the number of Board of Directors’ Meeting is 1 times.

    • The Company has clear agendas for the meeting and send meeting invitation letter together with meeting document to the directors at least 7 days prior to the meeting date. As such the directors would have time to study the document before attending the meeting.
    • In the Board of Directors’ meetings, the Chairman allocates sufficient time for the managements to present adequate issues and for the directors to broadly discuss important matters with care. The Chairman promotes the directors to have prudent consideration. In addition, the Board of Directors supports Managing Director to invite the managements to attend the meeting to provide explanation and additional information as they involves in the proposed agenda directly. The directors can also request for additional information from the Company Secretary.
    • The Company Secretary has prepared the minutes of meeting, correctly and completely, which covers details such as name of directors who attended or absent in the meeting, important content, discussion issues, opinions of each director and resolutions. The minutes can be verified by shareholders according to the prescribed law. The minutes are kept safely and carefully.
  • Self Assessment of the Board

    Even though the Board of Directors and each committee have completely performed their responsibility, they realized in continually improving the effectiveness of its performance. Therefore, they have conducted the performance assessment. The Board of Directors and the Audit Committee have arranged individual assessment and entire committee assessment while the Remuneration Committee, the Nominating Committee and the Risk Management Committee has arranged entire committee. The performance assessment of the Board of Directors and each committee has the same rating criteria, and is consistent with the example of self assessment of the board, provided by the SET. Furthermore, the assessment has been reviewed regularly to ensure its appropriateness.

    The assessment result was proposed in the meetings of the Board of Directors and each committee for discussion and sought for the performance improvement. The assessment result for the year 2011 revealed that the Board of Directors and each committee has the performance in “Very Good-to-Excellent” Level.

    Furthermore, the Board of Directors has assessed the efficiency of the meeting every time and the result would be reported in the next meeting. The overall assessment result for the efficiency of the meeting in 2011 reveals “Good-to-Best” level.

  • Remuneration

    Remuneration for the Board of Directors: the Remuneration Committee has responsibility to consider remuneration for the Board of Directors. The remuneration is clearly defined in a transparent manner and is approved by the shareholders. The remuneration is comparable to the industry and is appealing enough to attract and retain quality directors. The directors who are assigned additional responsibilities are paid appropriately more.

    Remuneration for Managing Director: the remuneration of Managing Directors is screened by Remuneration Committee and approved by the Board of Directors, in accordance with the employment contract and uses Key Performance Indicators (KPIs) that covers the performances of the Company as well as the Company’s strategies, comprising of aspects in finance, customers and stakeholders, internal process, learning and development.

    Remuneration for the Managements: the remuneration is determined in accordance with the principles and policy set by the Board of Directors, which corresponds to the performances of the Company as well as that of each management by using Key Performance Indicators (KPIs)

    The Company also discloses the remuneration of the Board of Directors and the managements as per details in the topic of “Shareholder and Management Structure - Remuneration for the Board of Directors and Managements.”

  • Development for the Directors and Managements
    • The Company supports and facilitates training and educating the Boards of Directors, the managements and all employees thus continually improving the performance.
    • The Board of Directors has established “CG Policy” manual to distribute to the directors, which the policy has been frequently updated. This is to acknowledge the directors about the important practices of each committee as well as important policies and information of the Company, and also to enhance the directors to perform the role of corporate governance more effectively.
    • The Company arranges orientation for new director, whereby Managing Director, relevant managements, company secretary shall present the information regarding shareholding structure, organization chart, nature of business, performance of the Company, subsidiaries, the Board of Directors’ meeting and other relevant information.
    • The Company supports the directors to attend the director courses arranged by Thai Institute of Directors (IOD) e.g. DCP, DAP, The Role of Chairman Program, Role of the Compensation Committee, Audit Committee Program. More than 75% of the total directors attended the director courses. In 2011, there were 2 directors attended the course arranged by IOD i.e. Mr Chakraphan Krachaiwong attending DAP Course, and Mr.Visut Montriwat attending Financial Statements for Director Course.
    • The Company has Succession Plan for important positions, by specifying in the Company’s strategic plan to be the benefit for the management’s work succession and development, and to work in place of Managing Director and the managements when they can not perform their duties.
    • From the commitment to Good Corporate Governance, the Company has received Excellent Corporate Governance Scoring from Thai Institute of Directors (IOD) for 3 consecutive years.