Corporate Governance of the Company
The Board of Directors of Bangkok Aviation Fuel Services Public Company Limited (BAFS) recognizes the importance of conducting business with strict adherence to the Principles of Good Corporate Governance for Listed Companies issued by the Stock Exchange of Thailand (SET) as well as the Corporate Governance Code 2017 (CG Code) for Listed Companies issued by the Securities and Exchange Commission (SEC).
BAFS established a policy and practices concerning shareholders and stakeholders as in compliance with the principles of good corporate governance prescribed by SEC and SET, covering equitable treatment of shareholders, promotion of the exercise of shareholder rights, prevention of insider information, prevention of conflict of interest, responsibility for stakeholders, anti-corruption, and measures for managing non-compliance with such policy and practices. The details are set out as follows:
Shareholders have fundamental rights to oversee and benefit as owners of the company. These rights are recognized and protected by law and include: (1) the right to attend and vote at shareholders’ meetings; (2) the rightto receive dividends; (3) the right to obtain accurate, complete, and sufficient information; (4) the voting rightsin the appointment and removal of directors; (5) the right to approve significant transactions; and other shareholderrights.The company acknowledges and places importance on protecting shareholders’ rights within the framework of applicablelaws, regulations, and rules, in order to ensure transparency, fairness, and to build confidence among all shareholders.
1. Protection of Shareholder Rights
2. Shareholder Meetings
3. Prior Notification of Shareholder Meetings
- The Appointment of Directors: The Company provides shareholders with the opportunity to elect directors on an individual basis. Detailed profiles of each nominee are provided, including their name, age, educational background, professional experience, and the number of directorships held in both listed and non-listed companies. The notice also specifies the nomination criteria and procedures, the category of directorship proposed, meeting attendance records, and the tenure of service (for re-appointments). All nominations undergo a rigorous vetting process by the Nomination and Corporate Governance Committee.
- Director Remuneration: The Company provides comprehensive details regarding the structure and specific amounts of remuneration, as well as the underlying policies and criteria for its determination. All remuneration proposals undergo a rigorous vetting process by the Remuneration Committee.
- The Appointment of External Auditors: The Company provides detailed information, including the names of the auditors, their affiliated firm, professional experience, competence, and independence. This disclosure also includes the proposed audit fees, the duration of their service to the Company (in the case of re-appointments), or the rationale for a change in auditors (in the case of new appointments). The appropriateness of the audit fees is thoroughly evaluated and vetted by the Audit Committee.
- Profit Allocation and Dividend Payments: The Company provides precise details regarding the allocation of profits and legal reserves, the proposed dividend amount, and the supporting rationale and data, all in strict accordance with the Company’s Dividend Policy. Furthermore, the Company notifies shareholders of the Record Date for dividend entitlement. These proposals are formally vetted by the Board of Directors prior to submission for shareholder approval.
4. Facilitation of Shareholders
5. Shareholders Meeting Procedures
6. Procedures after the Shareholders Meeting
The Company is committed to ensuring that all shareholders are treated with strict impartiality and fairness. To achieve this, the following measures have been implemented:
1. Proposal of Adding Meeting Agenda Item and Director Nominee
The Company maintains a policy to facilitate shareholders in proposing additional agenda items and nominating qualified candidates for directorship in advance of the Annual General Meeting. Clear criteria for these processes are disclosed through the SET and on the corporate website. Shareholders are invited to submit proposals and nominations, accompanied by relevant supporting information, during a three-month window prior to the meeting.
In this regard, a single shareholder or a group of shareholders holding a combined minimum of 0.05% of the total shares may propose agenda items or nominate directors. This threshold is significantly more accessible than the statutory requirement, which stipulates a minimum shareholding of 5%. For the 2025 Annual General Meeting of Shareholders, no shareholders submitted nominations for directors or proposed additional agenda items.
2. Appointment of Proxy
In instances where shareholders are unable to attend the meeting in person, the Company provides the opportunity for them to appoint a proxy which may be another individual, an Independent Director, or the Managing Director—to attend and vote on their behalf. The Company dispatches Proxy Form B, which allows shareholders to specify their voting instructions for each agenda item. Furthermore, the meeting notice clearly outlines the required documentation and procedural instructions for the appointment of proxies, ensuring the process is straightforward and user-friendly for all parties.
3. Preventive Measures against Use of Insider Information and Conflict of Interest
The Company has instituted a robust policy to prevent the use of internal information, ensuring that directors and executives do not exploit non-public data for personal gain or the benefit of others. Such practices, including insider trading or the disclosure of confidential information to related parties, are strictly prohibited as they unfairly disadvantage shareholders. The Company’s commitment to safeguarding corporate interests and confidentiality is formally documented in the Corporate Policy and Regulations Manual. Furthermore, specific regulations regarding the trading of Company securities and derivatives, the use of internal information, and the management of conflicts of interest are integrated into the Code of Business Conduct, which includes disciplinary actions for violations.
All directors, executives, and employees have formally acknowledged these regulations. Specifically, the Company imposes a Blackout Period, prohibiting the trading of Company securities for at least 30 days prior to the announcement of quarterly financial statements and until 24 hours after the information has been publicly disclosed.
Regarding the trading of securities and derivatives by directors and executives, the Company requires the reporting of any changes in holdings to the SEC in accordance with Section 59 of the Securities and Exchange Act B.E. 2535 (1992). The status of such holdings is included as a standing agenda item in every Board of Directors meeting and is transparently disclosed in the Form 56-1 One Report. Additionally, employees with access to sensitive information are required to report any changes in their holdings of Company securities within three business days of the transaction, with such reports reviewed during monthly management meetings.
The Company maintains a transparent and uncomplicated shareholding structure. Nearly all Related Party Transactions are conducted on an arm’s length basis, reflecting fair market prices and ordinary business terms, in full compliance with SEC regulations. Detailed disclosures of these transactions are provided under the heading Related Party Transactions.
The Company operates in strict adherence to the law and the regulations set forth by the SET and the SEC, including criteria governing related party transactions and the acquisition or disposition of assets.
In 2025, the Company received no complaints regarding any failure to respect the fundamental rights of shareholders, as the Company maintained strict adherence to the principle of equitable treatment for all shareholders.
Furthermore, throughout 2025, there were no reported instances of misconduct involving the use of internal information for personal gain, nor were there any breaches of the conflict of interest policy. The Company also recorded no violations of regulatory requirements concerning related party transactions or the acquisition and disposal of assets.
1. Treatment of Stakeholders
The Company maintains a steadfast commitment to all stakeholders, including employees, customers, shareholders, business partners and competitors, the community, society and the environment, creditors and financial institutions, as well as regulators and relevant government agencies. Formal guidelines are established in the Good Corporate Governance Policy and the Code of Business Conduct, both of which are disclosed on the corporate website. Furthermore, the Company actively encourages employee participation in adhering to these policies through the following initiatives:
Employees: The Company regards its employees as its most valuable resource and a critical factor in the success of its business operations. Consequently, policies and practices have been instituted to ensure full compliance with relevant laws and standards. The Company treats all employees with fairness, upholds and respects human rights, and prioritises professional development alongside the promotion of a high quality of life and workplace well-being. Guided by principles of equality, human dignity, and ethics, the Company provides appropriate remuneration and benefits while fostering employee engagement through the following measures:
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Fair Labour Practices and Collective Bargaining:
The Company implements policies and practices that ensure equal and fair treatment for employees at all levels without exception. A clear regulatory framework for remuneration has been established, featuring performance metrics aligned with the Company’s both short-term and long-term operating results. To facilitate dialogue, the Company has established the Employee Welfare Committee (EWC), comprising representatives from both management and staff. The EWC serves as a consultative body to deliberate, provide counsel, and propose recommendations on beneficial welfare arrangements to the Labour Welfare Committee. This includes oversight of personnel transfers and the continuous professional upskilling of all employee groups. Furthermore, the Company is dedicated to labour skill development, enhancing career advancement opportunities, reinforcing job security, and ensuring that employees can perform their duties in a safe and supportive environment.
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Recruitment and Termination:
The Company maintains a recruitment policy based on employment agreements that fully comply with legal requirements. We uphold a principle of non-discrimination, ensuring that no individual is marginalised or excluded based on gender, race, religion, culture, language, or ethnicity. All employees are treated with absolute fairness and equality. Appointments are made based on the diverse functional requirements of the business, with strict adherence to labour laws regarding recruitment, wages, working hours, and all other contractual terms and conditions.
Furthermore, the Company has established formal policies regarding termination, including mandatory retirement and the provision of statutory severance and special ex-gratia payments, all of which are managed in strict accordance with the law.
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Policy on the Promotion of Employment for Persons with Disabilities:
The Company recognises the importance of career promotion and job security for persons with disabilities, enabling them to utilise their capabilities, generate income, achieve self-reliance, and alleviate the financial burden on their families. In 2025, the Company complied with the Empowerment of Persons with Disabilities Act, B.E. 2550 (2007) and its subsequent amendments. This was achieved by contributing to the Fund for Empowerment of Persons with Disabilities under Section 34, in lieu of employing five persons with disabilities, as per the statutory ratio of 100:1.
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Remuneration and Benefits:
The Company has established clear policies and guidelines regarding employee remuneration and benefits. Our compensation framework is underpinned by a performance measurement system based on the Balanced Scorecard, ensuring alignment with the Company’s short-term and long-term strategic objectives across four key perspectives: Financial, Customer, Internal Process, and Learning and Growth.
Remuneration and benefits are determined based on corporate performance and are structured to be bothappropriate and competitive. Tosupport the well-being and alleviate the financialburdensofour workforce, the Company provides a comprehensive benefits package. This includes Outpatient Department (OPD) medical coverage for employees’ dependents, life insurance, and accident and health insurance for both employees and their dependents.
Additional provisions include uniforms for operational staff, corporate contributions to the Social Security Fund, and shuttle services for employees commuting between operational sites. Furthermore, the Company offers housing loan interest subsidies, post-employment benefit schemes, and a Provident Fund, alongside various other welfare initiatives.
In 2025, the total remuneration paid to employees amounted to 562,511,849.63 THB.
Gender Diversity and Equal Remuneration Total number of female employees 137 persons 24.37 representing the percent of all employees Total number of female management employees 11 persons 44.00 representing the percent of total management Total number of female operations employees 126 persons 23.82 representing the percent of total operations employees 2025 Remuneration Ratio of Female Employee 24 : 76 -
Promotion of Savings Channels and Financial Security for Employees:
The Company has established financial security measures for employees upon their resignation or retirement to promote long-term financial self-reliance. In 2025, the Company contributed 43.17 million THB to the Provident Fund, with contribution rates based on employees’ years of service. The proportion of employees enrolled as members of the Provident Fund relative to the total workforce is as follows:
Number of Provident Fund Members : 535 persons
Proportion of Provident Fund Members to Total Employees : 96.57%
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Employee Development and Training
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Human Resources Development Strategy
The Company formulates both short-term and long-term personnel development plans across the entire Group. These strategic development frameworks are rooted in the overarching corporate strategy for human resources management, the corporate values (‘GROUP’), and the BAFS Group Leadership Competency model. Furthermore, the Company proactively monitors global trends and future shifts across various dimensions that may impact the required capabilities for personnel across different business units.
To ensure that the development of human potential across the BAFS Group is harmonised and strategically aligned, personnel are categorised into three primary groups:
- High-Potential Personnel (Talents)
- Successors for Critical Positions
- General Personnel at all levels (excluding the first two groups)
Development curricula for these three groups are designed under a unified core theme to ensure efficiency and strategic consistency. The depth and specific details of the content are tailored to suit the specific context and requirements of each respective group.
Talent Review: High-Potential Personnel Selection Criteria
To ensure that personnel development is both effective and impactful, the organisation has established selection criteria, processes, and tools designed to identify a diverse pool of high-potential talent. This multifaceted approach ensures a broad range of perspectives and fosters internal institutional acceptance. For the year 2025, the selection criteria include performance appraisals, tenure, age, job grade, leadership qualities aligned with organisational needs, and Cognitive Ability (IQ) scores. The assessment tools employed are internationally recognised and widely utilised by leading global corporations. This ensures that the selection, categorisation, and potential development of personnel are conducted appropriately and remain strictly aligned with the Group’s overarching strategic direction.
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BAFS Group Succession Planning and Development
The Company has established clear guidelines for the recruitment and selection of individuals to assume responsibilities at the management and senior executive levels, as well as for specific ‘critical positions’. These are roles where a vacancy would pose a significant risk to the Company’s business continuity and operational stability.
In 2025, the Company enhanced its **Succession Planning** framework to ensure clarity, international rigour, and transparency. This evolution is designed to guarantee that the leadership pipeline is comprised of high-calibre executives individuals of unwavering integrity and comprehensive readiness thereby fostering a sustainable competitive advantage and long-term organisational growth. The structured process is detailed as follows:
- The Company identifies and categorises vital roles through a systematic evaluation into two distinct tiers:
- Critical Positions: These represent the core pillars of the business. A vacancy in these roles would result in an immediate and significant impact on the organisation and its clientele. Such positions require extensive experience and specialised knowledge, are often subject to high market competition, or possess a scarcity of available talent. This tier encompasses the levels of Director, Deputy Director, and Manager.
- Key Positions: These are essential roles standard to most organisations, for which talent is generally accessible within the broader labour market. This tier focuses primarily on the Director level.
- The incumbent executive for each identified position defines a comprehensive Successor Profile. This benchmark serves as the foundational criteria for the selection of Candidate Successors, facilitating a rigorous Gap Analysis (identifying strengths versus developmental areas) and the formulation of Individual Development Plans (IDP) for both short-term and long-term horizons.
- To mitigate operational risk, the Company incorporates Business Continuity Planning (BCP) as a safeguard.This ensures that contingency measures are in place should a position holder become unexpectedly unable to perform their duties.
- Potential Candidate Successors are identified and nominated. A detailed assessment of their current capabilities and developmental gaps is formally presented at management-level meetings.
- To ensure objectivity and a diverse perspective, the Company conducts Calibration Sessions twice annually. These sessions provide a forum for the management team to engage in constructive dialogue and share insights regarding the potential of each individual successor.
- Customised Individual Development Plans (IDP) are established for each successor to bridge identified gaps and ensure they are adequately prepared for future leadership responsibilities.
- The Company tracks and evaluates development progress at least twice per year for each position to determine the Readiness Level of successors. This assessment employs a variety of high-calibre tools, including: Leadership Competency Assessment, utilising internationally recognised psychological tools to measure and evaluate potential tendencies, and Knowledge and Skills Testing across various domains.
- The Company identifies and categorises vital roles through a systematic evaluation into two distinct tiers:
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Executive Succession Planning
The Board of Directors recognises that the continuous and sustainable growth of the organisation is of paramount importance. A critical driver of this growth is the organisation’s Human Capital, particularly at the executive management level. Consequently, the Board promotes a robust Succession Planning Policy to ensure that successors are systematically prepared to assume business management responsibilities. Having a pipeline of high-potential leadership is essential for driving corporate prosperity; therefore, the Company has established selection processes based on criteria that are objective, transparent, and aligned with the principles of good corporate governance and the Code of Conduct.
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Criteria for the Recruitment and Selection of the President Successor
In addition to the fundamental processes previously outlined, the recruitment and selection of a successor for the position of the President is specifically overseen by the Nomination and Corporate Governance Committee, which identifies potential candidates from both internal and external pools by evaluating them based on Specialised Skills and Attributes to ensure the expertise required for business complexities, Industry Experience with a proven track record in the energy sector or related industries, Leadership Alignment that strictly adheres to the Company’s defined standards, and Strategic Vision demonstrating administrative competence that resonates with corporate values and enhances business operations.
In 2025, the Company provided development for the President successors through two programmes: Servant Leadership and Strategic Workforce Planning. These initiatives were aimed at elevating potential and cultivating leadership role models who prioritise sustainable management, support, and personnel care, while simultaneously fostering positive organisational relationships and corporate culture.
However, the succession plan shall be submitted to the Nomination and Remuneration Committee for its acknowledgment.
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BAFS Group High-Potential Personnel Development Programmes (UL & YT)
The Company places significant strategic emphasis on the development of high-potential personnel, executed in tandem with the succession planning framework across all organisational levels. Throughout 2025, the development initiatives remained steadfast in their focus on personnel from supervisory to managerial levels. These individuals participated in the Uplifting Leader (UL) and Young Talent (YT) programmes, which are specifically designed to cultivate leadership excellence and elevate professional capabilities in strict alignment with the BAFS Group Leadership Competency model.
In 2025, the high-potential personnel enrolled in these programmes were categorised into three distinct groups:
- New Talent: High-potential individuals participating in the development framework for the first time.
- Talent Pool: High-potential personnel who have previously undergone development within the programme.
- Candidate Successors: Individuals specifically identified and groomed for future leadership transitions.
To ensure the efficacy of these initiatives, the Organisational Development Department implemented a robust and multi-dimensional evaluation process. This framework utilised a diverse array of internationally recognised methodologies and assessment tools conducted before, during, and after the development phase to ensure a comprehensive and holistic analysis of each participant’s progress.
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Employee Training and Education
Guided by the corporate strategy of “Re-imagining the Future of Work for Human Empowerment”, the Company is deeply committed to enhancing professional capabilities while ensuring a high quality of life and workplace happiness. This mission is underpinned by a steadfast dedication to equality and the preservation of human dignity for all employees.
The BAFS Group Academy serves as the central pillar for personnel empowerment, focusing on the cultivation of essential knowledge, competencies, and skills. This journey commences from an employee’s first day through a comprehensive induction process covering corporate values, business ethics, safety standards, and quality management systems, as well as fundamental functional knowledge. Furthermore, the Academy facilitates structured On-the-Job Training (OJT) within respective departments and mandates regular annual refresher courses to ensure skills remain sharp and relevant.Recognising the profound shifts brought about by the digital era and the rapid advancement of Artificial Intelligence (AI), the Company has established a systematic training architecture. This approach is vital to strengthening the organisation’s competitive advantage both now and in the future. It is imperative that our personnel possess multi-disciplinary expertise and the agility to respond to an ever-evolving global landscape. To this end, the Company delivers high-value educational content through both Onsite and Online platforms, utilising a sophisticated suite of training tools commensurate with international standards.
In 2025 total employees of 554 persons
the aggregate training investment reached 27,801 hours
representing an impressive average of 50.18 hours per employee
Categorised by Gender
Gender Employees Total Training Hours Averaging Female 137 persons 4,480.50 hours 32.70 hours/person Male 417 persons 23,320.50 hours 55.92 hours/person Categorised by Type of Operation:
Operation Employees Total Training Hours Averaging Operational 378 persons 21,770 hours 57.59 hours/person support 176 persons 6,031 hours 34.27 hours/person -
Strategic Approach to Employee Development
Guided by our corporate vision “Reimagining Asia’s Sustainable Future, Uplifting the World of Infinite Opportunities” the Company recognises that human capital is the cornerstone of sustainable growth. Our mission focuses on augmenting professional expertise and fostering workplace well-being, underpinned by the principles of equality and respect for human dignity.
The BAFS Group Academy adheres to established procedures for Training Needs Analysis (TNA), ensuring that annual training plans are crafted to bridge competency gaps and prepare the workforce for future requirements. Employees also receive annual knowledge and skills refresher training throughout their tenure with the organisation. employing a range of learning methodologies including Classroom Training and Workshops, Virtual Training and Online Learning Platforms, and Self-Directed Learning modules.
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On-the-Job Training (OJT)
Upon commencement of employment, the BAFS Group Academy oversees the new employee’s learning journey and prepares a conducive learning environment. This begins with a formal induction programme that familiarises new personnel with the Group’s business operations, organisational structure, executive leadership, and colleagues, while integrating them into the corporate atmosphere. The Academy then coordinates with the employee’s department to implement a structured OJT programme, imparting the necessary knowledge and refining technical skills so that every employee is equipped to fulfil their professional responsibilities to a high standard.
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In-house Training
Following initial placement within their units, the Company maintains a commitment to the continuous professional development of its personnel. To sustain operational efficiency and effectiveness, our in-house training curricula are organised into four primary pillars:
- Operational Refresher Training: These programmes reinforce core competencies and ensure compliance with the latest industry regulations. Key areas include aviation fuel safety and quality control, aviation fuel storage services, into-plane refuelling services, and the maintenance of aviation refuelling equipment. The objective is to consolidate employee expertise, update them on regulatory changes, and ensure that all operations are conducted with a professional commitment to both quality and safety.
- Strategic Alignment Training: Curricula developed in direct response to the Company’s strategic direction and future-ready requirements include the Leadership Development Programme, Business English Communication, Growth Mindset and Innovative Thinking, Communication and Constructive Feedback, HR for Non-HR Managers, AI Integration to upskill personnel to leverage Artificial Intelligence in the workplace, and Energy Conservation Awareness.
- Management Systems Training: To uphold international standards of excellence, the Company provides training on quality systems and internal auditing, ensuring organisational-wide awareness and technical proficiency in standards such as ISO 9001, ISO 22301, OHSAS 18001, and ISO 45001.
- Occupational Health, Safety, and Environment (OHSE) Training: In accordance with statutory requirements and as a cornerstone of our Business Continuity Plan (BCP), the Company conducts extensive safety training. Programmes include the Fitness for Work Initiative (practical physical health and workspace environment assessments), Ergonomics for Workplace Safety, Defensive Driving, Basic Fire Fighting and Annual Fire Drills / Evacuation Procedures, Specialised Safety (covering electricity, working at heights, and crane safety operations), Annual Full-Scale Fire Exercises to test emergency response readiness, education on the roles and responsibilities of the Safety Committee, and First Aid and Emergency Life Support involving practical training in CPR (Cardiopulmonary Resuscitation) and the use of AED (Automated External Defibrillator). These programmes ensure that BAFS remains a resilient organisation, prepared to respond to emergencies while prioritising personnel well-being and business continuity.
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Strategic Business Continuity Curricula and Training Evaluation
The Company prioritises development outcomes that directly strengthen expertise in aviation fuel quality control and operational safety, as these competencies are fundamentally linked to the efficiency and integrity of our core aviation refuelling services. To ensure high-calibre results, the 2025 Annual Internal Training Plan mandated a rigorous post-training evaluation, with a minimum competency benchmark set at 80.00%. The outcomes are as follows:
Course Title Strategic Objective Assessment Outcome Aviation Fuel Quality Control Refresher To ensure that personnel possess a thorough understanding of aviation fuel quality control proceduresin compliance with international standards 97.30% average competency score Occupational Safety Refresher To ensure adherence to Company and Airport Authority regulations, and to maintain constant safety consciousness during operations 98.90% average competency score These results confirm that the workforce commands the technical knowledge and specialised skills to deliver aviation fuel services effectively and safely, meeting the quality and safety expectations of our global stakeholders and clients.
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Organisational Learning Management
The Company has transitioned into a Learning Organisation, actively encouraging the transfer of knowledge and intellectual capital across the Group. Through a dedicated “Executive-led Coaching” initiative, senior management distils nuanced expertise to serve as mentors and coaches for the wider workforce. Key cross-functional sessions in 2025 included Practical Prompting for Copilot, aimed at enhancing digital proficiency in AI-assisted workflows, and First Aid and Emergency Life Support, including practical training in CPR and AED utilisation.
Beyond internal development, the BAFS Group Academy extends its intellectual resources to society as part of our steadfast commitment to Corporate Social Responsibility (CSR), through the continuous annual sharing of knowledge with the community. Notable 2025 initiatives included Career Readiness Workshops, aimed at preparing students at Prince of Songkla University (Hat Yai Campus) for the professional world, and Community Emergency Response, which involved providing first aid, CPR, and AED training to Village Health Volunteers (VHV) in Samut Prakan Province.
The Company strategically develops our internal subject matter experts to serve as professional instructors for external organisations. Managed by the BAFS Group Academy, this initiative generates supplementary service income while incentivising employees through special honoraria, encouraging continuous development of both breadth and depth of expertise. External training offerings include Aviation Fuel Inspection and Quality Control, Operational Safety in Aviation Refuelling, Basic Fire Fighting, Fire Suppression and Evacuation Procedures, and Basic-Level Outstanding Establishment Upgrading.
BAFS is globally recognised as a comprehensive hub for aviation fuel service training. We have earned the trust of international entities and aviation authorities to provide specialised technical training. Our clients and partners include Joint Inspection Group (JIG), IATA Fuel Quality Pool (IFQP), Hansaconsult Projects, Air Astra, Phnom Penh Aviation Fuel Service, Druk Air, Thai Airways, and Thai AirAsia.
The Company’s professionalism has earned it the continued selection by JIG and IFQP as their sole Training Partner and designated Training Centre in the ASEAN region. Moving forward, the Company remains committed to knowledge management and the advancement of energy service expertise. We will continue to enhance personnel capabilities, and ensure the readiness of facilities and equipment for comprehensive aviation fuel service training (Fuel Facilities), to deliver world-class standards of quality, safety, and professional excellence to the global aviation industry.
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Employee Engagement and Retention
The Company recognises that our personnel are the most invaluable asset in driving the organisation towards sustainable success. We are steadfastly committed to nurturing and developing our workforce by fostering a deep sense of organisational engagement. This is achieved through the deliberate design of a work environment that promotes both physical and mental well-being, while cultivating an atmosphere of collaboration, mutual trust, and collective pride. The Company firmly believes that employee engagement is a pivotal determinant of motivation, operational efficiency, and long-term organisational prosperity. Consequently, we conduct regular Employee Satisfaction and Organisational Engagement Surveys. The data gleaned from these assessments is rigorously analysed to refine our policies, strategic directives, and workplace conditions, ensuring they remain aligned with employee needs and conducive to continuous corporate growth.
In 2025, the Company enhanced the sophistication of its Organisational Engagement Survey by incorporating a broader range of dimensions, including Remuneration and Benefits to assess the competitiveness and fairness of the compensation framework, Career Development and Advancement Opportunities to evaluate the clarity and accessibility of professional growth pathways, and Performance Management Processes to review the transparency and effectiveness of appraisal systems. These enhancements ensure that our analysis reflects a comprehensive overview of the employee experience, enabling the Management to implement more precise and effective human capital management strategies.
The results of the Employee Satisfaction and Organisational Engagement Survey for 2025 demonstrate a high level of commitment standing at 78.03%
The aforementioned survey results reflect the overarching confidence and engagement that personnel maintain towards the organisation. Although the results are regarded as satisfactory, the overall score remains below the corporate target of 80.00 per cent. Consequently, the Company has utilised this data as a primary resource for in-depth analysis to formulate development guidelines and response plans tailored to employee needs, with the aim of elevating the workplace experience, strengthen organisational engagement, and supporting long-term operational sustainability.
Despite the 2025 survey reflecting a high level of satisfaction and engagement, the Company recognises the importance of continuous personnel care and development. We remain committed to enhancing the quality of professional life and the holistic well-being of our staff both physically and mentally in order to strengthen organisational engagement and support effective and sustainable performance in the long term. To this end, the Company has implemented the following key strategic initiatives:
- Two-Way Communication: Facilitating biannual Town Hall meetings (Q1 and Q3) between executives and employeed. Prior to these sessions, the Creative Engagement Task Force meets with personnel to gather insights, suggestions, and address specific enquiries.
- HR On Tour 2025: Conducting both on-site and online sessions to provide opportunities for the Human Resources team to engage closely with employees across all functions, communicate key information regarding benefits and essential HR matters, and gather feedback and suggestions. The insights obtained are utilised to refine and enhance employee care initiatives, ensuring alignment with employee needs and continuously elevating the overall employee experience
- Corporate Values Communication: Promoting corporate values through Role Model initiatives and GROUP Talk 2025 sessions led by executives, providing employees across all functions and throughout the Group with opportunities to learn from concrete behavioural examples aligned with the Company’s core values. These initiatives aim to strengthen awareness and reinforce the practical application of corporate values in daily operations, thereby fostering a positive and sustainable organisational culture while cultivating employee engagement and a strong sense of belonging.
- Motivation and Recognition: Providing incentives and rewards to personnel who receive commendations from peers or external agencies to reinforce behaviours aligned with the Company’s core values.
- Annual Corporate Retreat 2025: Marking the first resumption of this event following the COVID-19 pandemic the Company organised its Annual Corporate Retreat 2025 to strengthen interpersonal relationships among employees, promote a positive and collaborative working atmosphere, and reinforce organisational engagement. The retreat featured activities designed to encourage participation, foster team cohesion, and provide opportunities for relaxation and rejuvenation from daily work responsibilities.
- Annual New Year Celebration: Continuously holding this event to strengthen unity and express gratitude for the dedication of personnel throughout the year, while fostering a culture of trust between employees and executives.
- Seasonal Activities: Hosting events such as “Run & Roll” during the Lunar New Year, Songkran festivals, and Global Running Day to provide stress relief and collective enjoyment.
- GROUP DAY 2025: Held under the theme “BAFS GROUP DAY: Fulfilling Dreams, Sharing Kindness,” this initiative encouraged employees to actively demonstrate socially responsible behaviours through collaborative efforts to support underprivileged schools, including facility improvements and environmental enhancements. The event provided opportunities for employees across the Group to work closely together, strengthening interpersonal relationships, fostering teamwork, and reinforcing pride in being part of the BAFS Group. These collective efforts contribute to the cultivation of a strong and sustainable organisational culture..
- Physical Health Promotion: Encouraging continuous self-care by providing trainers, facilities, and equipment for various sports, including internal football, badminton, and bowling tournaments, as well as yoga and beginner badminton coaching.
- Mental Health Fair 2025: Raising awareness regarding mental health stewardship, stress management, and work-life balance.
- Financial Literacy Initiatives: Hosting sessions under the concept “Cut Debt, Add Savings: Secrets to Financial Stability” with experts from TISCO Bank to provide guidance on financial planning and debt management.
- Scholarship Programme: Granting scholarships to the children of employees to boost morale and support educational opportunities, reflecting care for employees’ families.
- Professional Psychological Support: Providing resident psychologists to offer continuous mental health support and counselling. This mechanism helps create a workplace environment of trust and psychological safety, which enhances happiness, engagement, and reduces long-term turnover.
The success of these engagement initiatives is reflected in the satisfaction survey for corporate activities, which yielded a satisfaction rate of 95.22 per cent. This indicates that the Company is moving in the right direction to meet the expectations of its workforce, fostering mutual trust and a sustainable relationship.
Ultimately, these endeavours are intended to cultivate a positive mindset and peak professional performance, ensuring all personnel are united in driving the organisation towards its defined strategic goals.
Employee Turnover Rate in 2025 4.39%
Customers: The Company maintains a steadfast commitment to customer stewardship and responsibility, un-derpinned by a policy of strict contractual compliance and the equitable treatment of all clients. We are dedicated to ensuring maximum customer satisfaction through a primary focus on the quality and safety of products and services, delivered commensurate with international standards. Furthermore, the Company rigorously protects customer confidentiality and non-public information. Our operational framework and initiatives are as follows:
Strategic Directives for Safety and Health
The Company is committed to providing aviation refuelling services with world-class efficiency and safety. We strictly adhere to the Aviation Fuel Quality Control and Operation Standards established by the Joint Inspection Group (JIG)—a framework developed by leading global oil companies and endorsed by the International Air Transport Association (IATA). To ensure unwavering compliance, the Company undergoes rigorous operational audits by JIG Inspectors, encompassing technical requirements and regulatory procedures concerning Aviation Refuelling Equipment Standards to ensure technical integrity, and Fuel Quality Control to verify that fuel remains free of contaminants prior to delivery into the aircraft. These measures are designed to mitigate risks to life and property for both our customers and service users. Furthermore, our refuelling processes integrate a holistic view of safety that encompasses the health of our personnel and contractors—recognising that the point of service delivery is where high-calibre quality and international safety standards are realised. The Company’s service delivery is governed by our Quality Policy, Occupational Health and Safety Policy, and Business Continuity Management Policy, as evidenced by the following international
- Aviation Refuelling Quality: The Company operates with a commitment to punctuality and maximum safety, with our service systems certified under the ISO 9001:2015 Quality Management System.
- Occupational Health and Safety: In our core operations of receiving, storing, and providing aviation fuel services, we prioritise health, safety, and security. These operations are certified under the ISO 45001:2018 Occupational Health and Safety Management System.
- Business Continuity Management: To safeguard against threats that could result in unacceptable operational disruptions, the Company maintains a robust Business Continuity Plan (BCP). This policy ensures that critical activities can be recovered within stipulated timeframes, certified under the ISO 22301:2019 Business Continuity Management System.
However, the company’s operations in 2025 were carried out in accordance with the established policies. Detailed information regarding our management systems is publicly disclosed on the Company’s website: https://www.bafsthai.com/en/management-system
Service Communication and Information Policies
The Company maintains established protocols for communicating service-related impacts to oil companies our direct clientele primarily through the Fueling Operations Committee (FOC). This committee, comprising Company executives and experienced oil company representatives, convenes quarterly to exchange technical insights aimed at enhancing the efficiency of aviation refuelling processes. Furthermore, the Company mandates an annual operational audit by the Joint Inspection Group (JIG) to guarantee that all service systems strictly adhere to international benchmarks.
BAFS prioritizes communication with all customer groups to exchange information, listen to customer feedback and suggestions, and address complaints. The communication channels are as follows:
Marketing and Customer Relations Officer, Marketing and Customer Relations Department, Headquarters, Don Mueang Aviation Fuel Storage Station
Proactive engagement with all stakeholder groups remains a corporate priority.
We actively solicit feedback, suggestions, and grievances through dedicated communication channels:
Marketing and Customer Relations Officers: Address: Headquarters, Don Mueang Aviation Fuel Storage Station,
Address: 171/2 Kamphaeng Phet 6 Road, Don Mueang, Bangkok 10210.
Telephone: 02-834-8900 Email: Marketing@bafs.co.th Website: www.bafsthai.com
Adhering to our Code of Business Conduct, the Company ensures steadfast compliance with all legal requirements, contracts, agreements, and industry standards. Should a situation arise where contractual obligations cannot be met, the Company commits to immediate prior negotiation with the client to mitigate potential damages. We ensure that service-related information is disclosed transparently, accurately, and punctually without factual distortion. All promotional and marketing activities are conducted with professional responsibility to prevent any misunderstanding or exploitation of the customer.
Privacy and Data Protection Policies
The Company places the highest importance on the protection of personal data and strict adherence to the Personal Data Protection Act B.E. 2562 (2019) (PDPA). The Board of Directors has formally approved robust Privacy Policies for our clientele. To ensure the integrity of our data protection framework, the Company has appointed a Data Protection Officer (DPO) and implemented comprehensive training programmes for both Directors and employees. These initiatives are designed to mitigate privacy risks and instill confidence in our customers that their personal data rights are upheld in accordance with statutory requirements.
In the past year, there were no reported incidents or grievances regarding the breach of customer personal data.
Detailed information regarding our Privacy Policy is publicly available on the Company’s website: https://www.bafsthai.com/en/corporate-governance/policies
Customer Relationship Management Framework
The Company maintains a steadfast policy of customer stewardship, characterised by an unwavering commitment to professional responsibility. We ensure that all clients are treated with equity and fairness, with a primary focus on delivering products and services that uphold the highest international standards of quality and safety. Furthermore, the Company rigorously safeguards customer confidentiality and proprietary information. To foster and sustain robust long-term relationships, the Company executes a proactive engagement strategy, which includes Operational Site Visits to allow clients to observe our high-standard facilities and refuelling processes first-hand, Professional Seminars for technical knowledge-sharing and alignment on industry trends, Consistent Client Liaison involving mandated formal visitations with a minimum of four clients per month to solicit constructive feedback, and Seasonal Engagements to facilitate networking opportunities during key festivals and cultural milestones to strengthen rapport.
Customer Satisfaction Evaluation
The Company conducts systematic customer satisfaction surveys as a core component of its continuous improvement mandate. We place significant strategic value on utilising these findings to refine our service delivery and operational workflows, ensuring they meet or exceed the expectations of our sophisticated clientele. In the event of a service-related complaint—particularly those involving potential risks to life or property—the Company initiates a rigorous internal rectification process: a Corrective Action Request (CAR) involving the formal issuance of documentation to facilitate a thorough root-cause analysis, and Mitigation and Prevention to develop immediate corrective measures and implement long-term safeguards to prevent recurrence.
The Company has established a stringent benchmark for customer satisfaction, with a minimum target of 86.00%. For the purposes of precise analysis, the customer base is segmented into two primary categories: Oil Companies (Direct Customers) and Airlines (End Users).
For the 2025 fiscal year, the overall customer satisfaction score reached 97.06 per cent. This result is categorised as “Excellent,” surpassing both the corporate targets and the Company’s established performance benchmarks.
Shareholders: The Company discharges its duties towards shareholders with unwavering integrity, honesty, and fairness. We are committed to delivering appropriate returns and fostering sustainable wealth through governance-led management. The Company ensures the equitable, consistent, and comprehensive disclosure of information, providing shareholders with the opportunity to express opinions, offer suggestions, and propose agenda items or candidates for directorship at the Annual General Meeting of Shareholders.
Business Partners and Competitors: The Company maintains clear policies and practices regarding business partners and competitors, conducting its affairs in accordance with the principles of good corporate governance, legal frameworks, and fair trade regulations. Our objective is to cultivate mutual trust and long-term collaborative excellence.
Procurement Guidelines and Practices
The Company strictly adheres to contractual obligations with all Suppliers and Contractors on an equitable and fair basis, grounded in the principle of mutually beneficial returns. We maintain a zero-tolerance policy towards soliciting, accepting, or providing any illicit benefits. To ensure alignment, the Company has established a Supplier Code of Conduct to guide partners in complying with our corporate ethical standards. Furthermore, the JV Core Principle Policy has been implemented as a strategic tool to prevent the unauthorised disclosure of sensitive information.
The Company has established rigorous and objective criteria for supplier selection. Prospective partners must possess the requisite qualifications and demonstrate the capability to comply with the Company’s stipulated processes. The appointment of any New Supplier requires formal approval from the Board of Directors. Furthermore, our procurement framework utilises standardised Supplier/ Contractor Selection and Evaluation Forms to ensure transparency and non-discrimination.Selection criteria include Management System Certification, with a preference for partners holding ISO 9001, ISO 14001, ISO 22301, and ISO 45001 certifications, and Corporate Legitimacy, involving the verification of legal status via the Department of Business Development, Ministry of Commerce, and the official identification of authorised directors. The ongoing evaluation of the Approved Supplier List (ASL) is comprehensive, covering dimensions such as quality, delivery punctuality, pricing, service excellence, and occupational health and safety. These practices are underpinned by the Sustainable Procurement Policy, which balances competitive pricing with high-standard product quality and timely delivery to ensure long-term operational resilience.
Green Procurement Framework
The Company has implemented a Green Procurement strategy, prioritising eco-friendly products to mitigate environmental impact. Key initiatives include the procurement of goods bearing the “Green Label” certification from the Thailand Environment Institute (TEI). Furthermore, the Company strictly adheres to relevant statutory requirements, particularly regarding labour laws and human rights, while actively soliciting feedback and suggestions from our business partners to ensure continuous improvement.
Strategic Partnership for Sustainable Business Development
The Company places significant strategic emphasis on enhancing the capabilities and sustainability of its business partners, including the collaborative development of innovations beneficial to aviation refuelling operations. To this end, BAFS INTECH Company Limited (BI) was established with the primary objective of designing, developing, manufacturing, assembling, and distributing aviation refuelling vehicles and related services.
To elevate the potential of BI a key strategic partner the Company has, since 2021, facilitated knowledge transfer by seconding technical experts to BI. This initiative aims to share specialised expertise and collaborate on developing refuelling vehicles that precisely meet the Company’s requirements and international standards. Furthermore, these experts provide critical support to ensure BI’s operations align with the stringent requirements of both national and international Regulators.
As a direct result of this collaborative development, since 2022, BI has successfully manufactured Diesel-Hydrant Dispensers and 100% Electric Vehicles (EV-Hydrant Dispensers) for supply to the Company and partners both domestically and internationally.
Detailed information regarding these operations is publicly available on the Company’s subsidiary website: https://bafs-intech.co.th/
Policy and Practices Towards Competitors
The Company maintains a policy of responsible conduct towards competitors, governed by our Fair Trade Competition and Anti-Monopoly Policy. We operate under international best practices and a framework of fair and transparent competition, ensuring no unfair competitive advantage is sought. The Company strictly prohibits the acquisition of competitors’ confidential information through dishonest or inappropriate means and refrains from damaging the reputation of competitors through baseless or malicious allegations.
In the past year, the Company was not involved in any disputes with competitors.
Society, Communities and the Environment: The Company maintains a policy and framework of responsibility towards society, communities and the environment. We conduct our business ethically, with unwavering respect for human rights and a steadfast commitment to sustainable development in accordance with international frameworks. Our initiatives are designed to support target communities surrounding the Group’s operational sites across six provinces namely Bangkok, Samut Prakan, Phichit, Lampang, Tak, and Prachinburi as well as society at large.
By implementing community and social projects tailored to local needs and contexts, the Company aims to enhance quality of life and holistic well-being. We prioritise active engagement to meet stakeholder expectations, thereby fostering community acceptance and long-term public trust in our operations.
Furthermore, the Company is committed to responding swiftly and effectively to any incidents resulting from its operations that may impact society, the community, or the environment, while providing full cooperation to government officials and relevant authorities.
In 2025, the Company received no formal grievances from communities and recorded no environmental impacts resulting from its operations. Detailed information is disclosed under the section “Driving Business for Sustainability.”
Creditors and Financial Institutions The Company instils confidence by strictly adhering to the terms and agreements established with creditors, guarantors, and financial institutions. Maintaining rigorous financial discipline, the Company ensures equitable and fair compliance with all contractual obligations particularly regarding guarantee conditions, capital management, and default prevention measures. In any instance where compliance with stipulated conditions is compromised, the Company commits to immediate notification of creditors or financial institutions to collaboratively formulate solutions and mitigate potential damages.
Regulators and Relevant Government Agencies: The Company complies with all applicable laws, rules, and regulations with professional responsibility, accuracy, and transparency. Our operations are governed by the principles of Good Corporate Governance, including a zero-tolerance policy towards all forms of bribery and corruption. We are committed to protecting human rights and supporting national policies aimed at ensuring energy security for the nation.
In the event of any infringement of stakeholder rights resulting from the Company’s actions, the Company will strictly follow legal procedures, including the mitigation or compensation of impacts associated with such occurrences.
2. Occupational Health, Safety, and the Environment
The Company accords the highest priority to Occupational Health, Safety, and the Environment (OHSE). This commitment is institutionalised through our formal OHSE Policy, ratified by the Managing Director, and executed in strict accordance with the ISO 45001:2018 Occupational Health and Safety Management System. Central to our safety culture is the Occupational Health, Safety, and Environment Committee, which facilitates active participation from personnel at all organisational levels. This committee serves as a vital mechanism for continuous improvement, providing strategic safety recommendations to the Executive Management. Furthermore, the Company ensures that its safety protocols are commensurate with the Joint Inspection Group (JIG) Health, Safety, Security and Environmental Management System Standard for Aviation Fuel Facilities (HSSEMS). Our strategic directives are as follows:
- Continuously advancing the OHSE management system to ensure full compliance with statutory requirements, international standards, and other applicable regulatory frameworks.
- Controlling, enhancing, and preventing operational hazards, with a focused mandate on activities classified as having a “Medium to High” risk level that may impact personnel, corporate assets, or the surrounding community.
- Driving continuous improvement in safety performance through the proactive exchange of safety knowledge across the organisation.
- Actively promoting and supporting the participation of all personnel under the Company’s supervision in OHSE initiatives.
- Ensuring employees are both physically and mentally prepared, possess high safety awareness, and enjoy a high quality of life to ensure safety both within and beyond the workplace.
- Providing all necessary resources to effectively sustain and develop the OHSE management system.
- Safeguarding the lives and well-being of all personnel and protecting corporate assets within our jurisdictions, while regularly reviewing security measures to remain resilient against evolving threats.
The Company has successfully implemented comprehensive corrective and preventive measures regarding the last recorded incident in 2013, ensuring a steadfast commitment to a zero-harm workplace. The Company maintains full transparency by disclosing safety statistics at all operational sites.
A cornerstone of our performance metrics is the cumulative number of safe working hours, defined as hours worked without a “Lost Time Injury” (LTI) resulting in more than three consecutive days of absence
From September 9, 2018, to December 31, 2025
- The Company recorded 12,157,434 safe man-hours
- the Company has set an ambitious ultimate safety milestone of 15,000,000 man-hours
our current performance demonstrates steadfast progress and successful adherence to our interim safety targets.
The last recorded LTI occurred on 8 September 2013, for which the Company has since implemented comprehensive corrective and preventive measures to ensure operational integrity.
| Performance Metrics | Unit | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|
| Fatalities of employees and contractors within the Company’s jurisdictions and the Lost Time Injury Frequency Rate (LTIFR) for all employees | Case(s) per 1 million man hours | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Lost Time Injury Severity Rate (LTISR) for all employees | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Injury Rate (IR) | 0 | 0 | 0 | 0 | 1.96* | 0 | 1.83 | |
| Occupational disease Rate (ODR) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Lost day Rate (LDR) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total Number of Work-related Fatalities (WF) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Note: *Refers to a minor injury sustained by an employee which did not result in any lost working days.
The Company prioritises safety as the cornerstone of its operations, remaining steadfast in its commitment to becoming an accident-free organisation under the “Target Zero” initiative. This mandate encompasses both Process Safety and Occupational Health and Personal Safety, covering all employees, contractors, and third parties under our jurisdiction, as well as the surrounding communities. Our approach integrates international standards, namely ISO 45001 and JIG HSSEMS, which provide a systematic framework for Risk Management, Management of Change (MOC), Emergency Response, surveillance monitoring, and Incident Management to facilitate continuous organisational development.
In 2025, the Company spearheaded various initiatives concerning occupational health, safety, and the environment. These included annual health check-ups for residents in surrounding communities, environmental impact surveillance, and Big Cleaning Day activities. Furthermore, comprehensive training was conducted, ranging from workplace environment education and Fitness For Work assessments to Basic Fire Fighting (Fire Drill) and statutory annual fire evacuation drills. The Company also executed 18 Emergency Response Plans and Business Continuity Plan (BCP) simulations. Essential provisions, such as Personal Protective Equipment (PPE), were supplied to personnel, alongside accident prevention campaigns, workplace environment monitoring, and water quality assessments. Extending these efforts to the public, fire safety training was provided to students and residents near the Suvarnabhumi and Don Mueang fuel storage stations.
The Company’s excellence in this domain was highlighted by several prestigious accolades in 2025. BAFS received the National Outstanding Establishment Award for Occupational Health, Safety, and the Environment for three operational sites: the Don Mueang Aviation Fuel Storage and Refuelling Station (Headquarters) for the 19th consecutive year, the Suvarnabhumi Aviation Refuelling Station for the 17th consecutive year, and the Suvarnabhumi Aviation Fuel Storage Station for the 15th consecutive year.
Furthermore, in 2025, the Company fully implemented the Safety Management System (SMS) as stipulated by the International Civil Aviation Organization (ICAO) and successfully attained ISO 45001:2018 certification in June 2025.
3. Human Rights
The Company has established a Human Rights Policy and operational guidelines for stakeholders throughout the supply chain. These are referenced against the principles of Good Corporate Governance, the United Nations Guiding Principles on Business and Human Rights (UNGPs), and the United Nations Global Compact (UNGC), which comprises the Ten Principles covering human rights, labour, environment, and anti-corruption. Furthermore, the policy aligns with the ILO Declaration on Fundamental Principles and Rights at Work. The Company has also integrated human rights practices into its Code of Business Conduct, mandating that Directors, Executives, and employees adhere to the following guidelines:
- Refrain from engaging in or contributing to any of human rights violations and must not disregard or overlook any instances of potential human rights violations associated with the company.
- Strictly prohibit the employment or use of child labour in any form and promote awareness, respect, and the adherence to the principles of children’s rights and the eradication of child labour among all stakeholders throughout the supply chain.
- Develop and execute comprehensive Human Rights Due Diligence practices (HRDD) by assigning all departments to identify risks involving human rights withing their scope of responsibility and engaging with stakeholders to determine human rights issues or concerns, conduct impact assessments, establish preventive and mitigation measures, and place appropriate mechanisms for remediation and impact alleviations.
- Ensure regularly reviewing and monitoring the compliance with the human rights policy.
- Facilitate the communication regarding human rights policy and practices to enhance knowledge and understanding among stakeholders throughout the company’s supply chain, including to promote corporate cultures in raising awareness and operating in respect to human rights.
- Arrange whistleblowing channels for reporting concerns or grievances regarding any of human right violation and establish procedures to affirm fairness, protection and confidentiality of the whistleblowers, in accordance with the protection measures outlined in the company’s Code of Conduct.
- Conduct an annual review of the human rights policy, or as needed, to maintain alignment with legal standards, international practices, and current business environment.
- Transparently and consistently disclose human rights execution and performance.
In addition to internal human rights priorities, BAFShas integrated these standards into the Supplier Code of Conduct. All business partners, suppliers, and contractors are required to sign an acknowledgement (100% completion rate) and strictly comply with these principles.
To date, BAFS has never received any reports or grievances regarding human rights violations.
4. Intellectual Property or Copyright
The Company maintains a policy and operational guidelines to strictly avoid the infringement of intellectual property or copyrights. All Directors, Executives, and employees of the Company and its subsidiaries are mandated to adhere to the Code of Business Conduct regarding intellectual property and copyrights as follows:
- Protect the Company’s intellectual property and avoid infringing upon the intellectual property rights of others.
- Comply with all laws, regulations, and contractual obligations pertaining to the intellectual property rights of third parties, including patents, copyrights, trade secrets, and other proprietary information.
- Refrain from infringing upon or misusing the intellectual property rights of others.
- In cases where copyrighted work or any other intellectual property arises from an employee’s performance of duties, such copyrights or intellectual property shall belong to the Company.
To date, there have been no reports or grievances regarding the infringement of intellectual property or copyrights.
5. Anti-Bribery and Anti-Corruption
The Company is committed to conducting business with transparency and opposing all forms of bribery and corruption. In 2014, the Company was certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC) and has maintained its membership status to the present day.
The Board of Directors has approved the Anti-Corruption Policy to serve as a clear practical guideline for all Directors, Executives, and employees of the Company and its subsidiaries, with details as follows:
- Directors and employees at all levels must comply with the Anti-Corruption Policy by not engaging in any form of corruption, whether directly or indirectly, for the benefit of the Company, themselves, their families, friends, or acquaintances.
- Any actions taken under the Anti-Corruption Policy must follow the guidelines stipulated in the Company’s Code of Business Conduct, regulations, relevant operating manuals, and any future guidelines established by the Company.
- Employees must not neglect or ignore any witnessed actions that may constitute corruption involving the Company. They must report such incidents and cooperate in fact-finding investigations with their superiors or persons designated in the Code of Business Conduct.
- The Company shall provide fairness and protection to employees who report or cooperate in reporting corruption involving the Company.
- Corruption constitutes a violation of the Company’s Code of Business Conduct, which warrants disciplinary action according to corporate regulations. Furthermore, legal penalties may apply if the action violates the law.
- The Company recognises the importance of communication and public relations to foster knowledge and understanding among Directors, employees, and relevant stakeholders regarding compliance with the Anti-Corruption Policy.
Furthermore, the Company has established an Anti-Corruption Measure Manual to guide Executives and employees in alignment with the policy, based on the following key principles:
1. Charitable Donations and Social Support Activities
- Charitable donations and social support activities must have clear objectives and be auditable to ensure they are not used as a pretext for corruption. Such actions must be conducted in the Company’s name only, with clearly defined credit limits and authorised signatories in writing.
- The Company prohibits the receipt or payment of bribes, as well as engaging in any form of illicit transactions, whether direct or indirect, with government officials, individuals, or other entities to secure reciprocal benefits or advantages concerning the Company’s business.
- Recipients of donations or support if they are government agencies, state enterprises, foundations, public charities, temples, hospitals, healthcare facilities, or social benefit organisations must provide certificates or reliable, auditable evidence.
- Charitable donations and social support activities must comply with the Approval Authority Manual regarding charitable donations and social support.
- The Company maintains a policy of not accepting donations for its own business operations.
- The Company maintains a policy of accepting support specifically for social activities.
2. Political Contributions
The Company adheres to the democratic regime of government with the King as Head of State. We maintain political neutrality and do not provide support or assistance to any political parties or movements. Furthermore, we encourage all employees to exercise their constitutional right to vote.
3. Giving and Receiving Gifts
- The Company prohibits the receipt or solicitation of any benefits, the offer of compensation, or the payment of bribes in any form including inappropriate expenses, whether direct or indirect to secure reciprocal advantages for oneself, the Company, or its business operations.
- The receipt of gifts must be conducted openly and transparently, ensuring that it does not influence any business decisions related to the Company.
- The giving of gifts must not be extravagant and must align with local traditions, moral standards, and laws.
- The giving of gifts must strictly comply with the Approval Authority Manual regarding gift-giving.
4. Hospitality and Entertainment
- Providing or accepting entertainment and hospitality must be necessary according to general business customs and for the Company’s business benefit. Such actions must be reasonable and not exceed normal relations with individuals or entities involved in the Company’s business. The Company has clearly defined credit limits, authorised signatories, and mandatory written reporting procedures for such hospitality and services.
- The Company shall not pay for entertainment expenses including accommodation, transportation for site visits or study tours, food and beverages, or other costs to induce government officials or any other parties to act improperly in their duties for the Company’s benefit.
- Employees must not accept or solicit benefits, invitations to social parties or hospitality events, or invitations to study tours where third parties offer to cover related expenses or provide financial support to influence business decisions, reciprocate advantages, or seek benefits related to the Company.
5. Facilitation Payments
The Company maintains a strict policy against making facilitation payments to government officials, state employees, or public officers under any circumstances whatsoever.
In addition, the Company manages operational risks associated with corruption and has implemented systematic preventive measures as follows:
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BAFS Group Business Risk Assessment
To identify business processes susceptible to corruption risks, the Company has established guidelines aligned with its Anti-Corruption Policy. This ensures that personnel at all levels operate under a unified direction, integrating these efforts into the BAFS Group’s enterprise risk management framework through the following actions:
- Comprehensive Assessment: Corruption risk assessments cover all business processes. This begins with identifying root causes, defining risk categories that reflect the actors, the nature of the act, involved external entities, and potential consequences. Subsequently, the likelihood and impact are analyzed, taking into account the existing risk control measures.
- Management Planning: A corruption risk management plan is developed with appropriate control measures. Progress is reported quarterly via the Enterprise Risk Management System (ERM). Reports must be approved by the Department Director or the Managing Director of the respective subsidiaries.
- Monitoring and Reporting: Reported data serves as a database for auditing and monitoring activities potentially linked to corruption. Progress on risk control plans is reported to the BAFS Group Risk Management Working Group, the Risk Management Committee, and the Board of Directors quarterly, with regular reviews by the Audit Committee.
- In cases where the results of the corruption risk assessment are at a high level, the Company requires the risk owner to promptly develop a risk management plan and implement additional control measures so that the risk level can be reduced to an acceptable level. Such measures may include reviewing and improving operating procedures, adding internal control points, establishing more stringent approval authority, as well as communicating with and reinforcing understandingamong relevant personnel. In this regard, progress in implementing such measures must be reported and closely monitored through the Enterprise Risk Management System, and subsequently submitted to the BAFS Group Risk Management Working Group, the Risk Management Committee, and the Board of Directors, respectively.
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Guidelines for Control, Prevention, and Monitoring
2.1 Establishing the risk management policy
- The Risk Management Committee is responsible for overseeing corruption risk management to ensure alignment with Good Corporate Governance principles, the Code of Conduct, and the Company’s Anti-Corruption Policy.
- Employees who witness risks or information that could impact the Company or violate these principles must report to their superiors immediately for timely and appropriate management.
To ensure effective compliance with the policy, the Company has defined such roles and responsibilities in the charter of the Risk Management Committee.
2.2 Establishing Risk Appetite and Risk Tolerance
The Company operates within a moderate risk appetite framework to promote a sustainable business environment across Environmental, Social, and Governance (ESG) dimensions. The Company remains steadfast in its commitment to Good Corporate Governance and opposes all forms of corruption.
To date, the Company has received no formal grievances from stakeholders regarding corruption. The Company selects investments in entities that adhere to the same principles, focusing on corruption-free operations both internally and externally. There are no legal cases involving intentional violations of laws, government regulations, or tax misconduct.
Furthermore, the Company and its subsidiaries assess corruption risks across various processes and utilize this data to establish appropriate measures for preventing bribery of public officials.
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Communication of the Code of Conduct and Anti-Corruption Policy
The Company communicates its Code of Business Conduct and Anti-Corruption Policy to both internal and external stakeholders, including business partners and suppliers, through various channels such as electronic document management systems, corporate announcements, and the corporate website.
- Internal Communication: Regular reminders and updates are disseminated to employees and executives via email.
- External Communication: The Anti-Corruption Policy is communicated to subsidiaries and affiliates via email. Electronic brochures outlining anti-corruption measures are distributed to business partners, inviting them to declare their intent and apply for CAC certification. The Company consistently provides training and consultancy for business partners wishing to join the CAC project.
In 2025, the Company hosted its 10th annual business partner training on 11 November 2025 at Bangkok Aviation Fuel Services PCL under the theme “The Power of AI for Sustainable Growth,” which was attended by all key and new business partners. The event featured a special lecture titled “Mastering AI to Foresee the Future of Business” by Ms. Zoe (Ms. Sopa Pimsiripanich, B.Pharm.), owner of the “Zoe Digital Shortcut” page, and an executive panel discussion covering the Supplier Code of Conduct, the Climate Crisis, the Climate Change Act, and Supply Chain Adaptation towards Green Procurement.
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The Company mandates that all Directors sign an acknowledgement of the Good Corporate Governance Policy
Anti-Corruption Policy, Code of Supplier Conduct, and Internal Information Usage Policy. Furthermore, they must certify the absence of any conflicts of interest with the Company. Similarly, all Executives and employees are required to sign an annual acknowledgement and commit to compliance regarding the Good Corporate Governance Policy, Anti-Corruption Policy, Code of Business Conduct, Supplier Code of Conduct, Anti-Corruption Measure Manual, and Internal Information Usage Policy, while certifying no conflicts of interest. 100% of Directors, Executives, and employees have signed and committed to these policies.
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The Company has integrated anti-corruption guidelines as a core module in the orientation programme
for all new Directors, Executives, and employees, as well as for those receiving promotions, job rotations, or transfers. Additionally, annual training is provided to all personnel to reinforce knowledge regarding Good Corporate Governance principles and anti-corruption policies and practices.
In 2025, the BAFS Group hosted CG DAY under the theme “The Carnival of Good Corporate Governance” to review and strengthen the understanding of Good Corporate Governance principles, the Code of Business Conduct, anti-corruption measures, and related policies. Held in July 2025 using a hybrid format (both Onsite and Online), the event successfully engaged 100% of Executives and employees.
The Group participated in the 2025 Anti-Corruption Day on 6 September 2025, organised by the Anti-Corruption Organization of Thailand (ACT). The event was held under the theme “ No Fraud, No Future: Is that the reality?” “No corruption, no growth… really?” to demonstrate the Company’s firm stance on conducting business with transparency and unwavering adherence to the principles of Good Governance.
Furthermore, in 2025, the Company communicated knowledge to reinforce understanding of corporate governance, IT risk awareness, and anti-corruption measures to 100% of the Board of Directors under the topic “Security Awareness Training.” Key subjects included: “4 Tips for Using AI Safely and Smartly,” “What is Phishing?”, “Guidelines for Preventing Internal Information Usage and Managing Conflicts of Interest,” and “Anti-Corruption Policies and Guidelines.”
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The Company has established a concrete process for monitoring and evaluating compliance
with its Anti-Corruption Policy through an annual online self-assessment system for all executives and employees. In 2025, 100% of current personnel completed the assessment, all of whom passed the criteria with an average score of 94%. The results were monitored and evaluated by the Group Corporate Governance Working Team and summarised for presentation to the Board of Directors.
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The Company provides channels for whistleblowing in the event
In the event of any suspected fraud or corruption, the Company has established whistleblowing channels for the submission of reports or complaints, and has put in place measures to ensure the protection of whistleblowers.
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The Company was certified as a member of the Thai Private Sector Collective Action Against Corruption (CAC)
in 2014 and has consistently maintained its certified status. The Audit Committee has reviewed the accuracy of reference documents and the self-assessment form in accordance with the CAC certification process, while also regularly reviewing compliance with the Code of Business Conduct and the Company’s anti-corruption measures.
6. Communication Channels
The Company has established multiple channels for all stakeholder groups to submit suggestions, opinions, questions, or grievances regarding rights violations and other matters:
6.1 Company Secretary: e-mail: wirun@bafs.co.th | Tel: 0 2834 8911
6.2 Investor Relations Department: e-mail: pitsapong@bafs.co.th | Tel: 0 2834 8914
6.3 Registered Mail: Attention: Company Secretary, Bangkok Aviation Fuel Services Public Company Limited, 171/2 Kamphaeng Phet 6 Road, Don Mueang, Don Mueang, Bangkok 10210.
In cases involving significant issues or matters that may cause damage to the Company, the Company Secretary will report the findings directly to the Board of Directors.
7. Whistleblowing and Whistleblower Protection Measures
The Company provides channels for whistleblowing and receiving grievances from both third parties and employees, including formal procedures for handling complaints and measures to protect the confidentiality of complainants:
- Whistleblowing or Complaint Reporting Channels
Stakeholders may report suspicions of violations against the Code of Business Conduct, illegal acts, fraudulent behaviour, unequal treatment, or actions constituting human rights violations through the following:
(1) Supervisors at any level whom the individual trusts.
(2) BAFS Corporate Governance Working Group.
(3) By Mail: Attention: Chairman of the Executive Board or Chairman of the Audit Committee, Bangkok Aviation Fuel Services Public Company Limited, 171/2 Kamphaeng Phet 6 Road, Don Mueang, Bangkok 10210.
(4) By E-mail: ec@bafs.co.th or ac@bafs.co.th
(5) Corporate Website: www.bafsthai.com
The company provides knowledge/training on the use of whistleblowing and complaint reporting channels to employees through various internal communication channels. In addition, the company also provides such information to stakeholders, particularly business partners, through Supplier Code of Conduct seminars organized for business partners.
- Procedures for Handling Reports or Grievances
Once a report or grievance is received, the Company, through the designated working team or assigned personnel, will gather, verify, and analyse the information. This process involves determining corrective and preventive measures, as well as establishing actions to mitigate damage for affected parties. The findings and outcomes will be communicated back to the whistleblower or complainant. Furthermore, the results of the proceedings will be reported to the President, the Chairman of the Executive Board, the Audit Committee, and the Board of Directors, respectively, depending on the nature and severity of the case.
- Whistleblower Protection Measures
To protect the rights of whistleblowers, complainants, or those cooperating in fact-finding investigations, the Company implements the following measures:
- Confidentiality: The Company will not disclose the name, surname, address, photograph, or any other identifying information of the whistleblower or complainant. All related information will be treated as strictly confidential.
- Fair Mitigation: Any whistleblower or complainant who suffers distress or damage will receive appropriate and fair mitigation through formal processes.
- Employment Protection: The Company provides full protection to employees who report incidents, cooperate in investigations, or refuse to engage in corruption. Such employees will not face any penalties, blame, demotion, or salary reduction, even if their actions result in a lost business opportunity for the Company.
- Penalties
Employees found to have violated the Code of Business Conduct or the Anti-Corruption Policy will be subject to disciplinary action in accordance with the Company’s Employee Policy and Regulations Manual regarding discipline and punishment. Penalties range from verbal warnings to suspension or dismissal, without the necessity of following a sequential order of severity. Final approval for such penalties resides with the authorised signatories as defined in the Approval Authority Manual. Furthermore, legal prosecution may be pursued if the violation involves a breach of the law.
Personnel seeking guidance on compliance with anti-corruption measures may consult their immediate supervisors, the Group Corporate Governance Working Team, or the Compliance Department Manager. The Company maintains a policy of non-disclosure regarding such inquiries.
- Reporting of Outcomes
The Company will notify the whistleblower or complainant of the results within 30 days after the completion of the formal process. In instances where reports or grievances are filed, the Company will subsequently disclose the status of the follow-up and the management process handled.
- The Company has no history of violating laws related to labour, employment, consumer protection, or trade competition.
- In 2025, the Company received no whistleblowing reports or grievances from external parties or employees regarding violations of the Code of Business Conduct or the Company’s Anti-Corruption Policy.
- In 2025, there were no instances where the Company, its Directors, or Executives were implicated or found to be involved in corruption by any regulatory bodies, official authorities, or similar agencies, both within Thailand and internationally.
1. Corporate Information Disclosure
The Company discloses all significant information through the Annual Registration Statement / Annual Report (Form 56-1 One Report) and via the corporate website (www.bafsthai.com) in both Thai and English. Disclosed information includes, but is not limited to: Vision, Mission, and key policies; business group structure, nature of business, and competitive landscape; financial position and operating results; business risks; shareholding structure; and organizational structure.
Furthermore, the Company provides details regarding the Board of Directors and Executive Management, including types of directorships, profiles, direct and indirect shareholdings, and training history. This extends to policies on director and executive remuneration, including the forms and amounts received from the Company and its subsidiaries. Disclosures also cover the performance of the Board and sub-committees over the past year, such as meeting frequencies and individual attendance records, investor relations information, notices and minutes of shareholders’ meetings, and corporate press releases. The Company ensures that all information on its website is comprehensive and consistently updated.
2. Preparation of Financial Reports
To demonstrate accountability in financial reporting, the Board of Directors ensures that financial statements are accurate, complete, transparent, and sufficient to safeguard corporate assets and prevent fraud or irregular operations. These reports are prepared in accordance with Generally Accepted Accounting Principles (GAAP) using appropriate and consistently applied accounting policies, exercised with reason and prudence.
To instill stakeholder confidence, the Board of Directors has appointed the Audit Committee to review and ensure that financial and operational reports are accurate and adequate. Additionally, the Board provides a Report of the Board of Directors’ Responsibilities for Financial Statements, covering essential matters as recommended by the Stock Exchange of Thailand (SET). This report is signed by the Chairman of the Board and the Managing Director and is presented alongside the Independent Auditor’s Report in the Form 56-1 One Report.
In 2025, the Company engaged auditors from EY Office Limited, who possess the requisite professional expertise and independence, and are approved by the Securities and Exchange Commission (SEC). The Company’s financial statements received an unqualified opinion, confirming they are presented fairly, in all material respects, in accordance with Generally Accepted Accounting Principles (GAAP). These statements were approved by the Audit Committee and the Board of Directors prior to disclosure to shareholders.
In the past year, the Company has had no instances of delayed submission for either quarterly or annual financial reports.
The Company places high importance on the disclosure of accurate, complete, transparent, and timely information, in accordance with the principles of Good Corporate Governance and the regulations of the Stock Exchange of Thailand (SET). We focus on ensuring that shareholders and all stakeholder groups have access to high-quality, sufficient, and equitable information to support informed decision-making.
Regarding performance reporting, the Company consistently prepares the Management Discussion and Analysis (MD&A) on a quarterly basis. This report provides comprehensive analytical data covering financial position, operating results, liquidity, capital structure, as well as internal and external factors affecting performance. It also details significant changes in each accounting period to reflect the overall business operations, trends, and associated risks to investors.
Furthermore, the Company prioritizes communication with shareholders, debenture holders, investors, and stakeholders. Significant information is continuously disseminated through corporate communication channels, such as the BAFS Newsletter every six months, and other appropriate platforms like the quarterly Opportunity Day hosted by the SET. These efforts ensure that communication is timely, clear, and easy to understand, aligning with the practices of leading listed companies that prioritize transparency and regular investor disclosure. These guidelines reflect the Company’s commitment to transparency, accountability, and consideration for all stakeholders, which are essential foundations for building long-term confidence and sustainable growth.
The Company utilizes Key Performance Indicators (KPIs), defining strategic objectives that align with strategic goals and risk appetite based on the Balanced Scorecard concept. These are categorized into four perspectives: Financial, Customer and Stakeholder, Internal Business Process, and Learning and Growth (e.g., Return on Assets (ROA), market share, customer satisfaction levels, and the success of personnel development plans).
3. Information Disclosure Channels
The Company recognizes the importance of disclosing both financial and non-financial information accurately, completely, in a timely manner, and transparently through the following channels:
- The disclosure system of the SET and the website of the SEC.
- The corporate website: www.bafsthai.com available in both Thai and English.
- Quarterly performance reports provided to investors, analysts, and shareholders during the Opportunity Day activities organized by the SET.
- Press releases to the media.
- The Shareholder Newsletter, published on the corporate website every six months to report on operating results and financial position.
- Providing information directly to interested analysts and investors.
The Investor Relations Department maintains an annual work plan. In 2025, the following key activities were conducted:
| Activities | Times |
|---|---|
| Participation in SET activities to meet investors (Opportunity Day) | 4 Times (Quarterly) |
| Providing information to analysts and investors, including Credit Rating Review by Fitch Ratings (Thailand) | 22 Times |
| The Shareholder Newsletter | every six months |
The Company has no history of being ordered by the SEC to amend its financial statements. Furthermore, the Company has consistently disclosed its annual and quarterly financial statements to shareholders and investors within the required timeframe.
The Board of Directors plays a crucial role in corporate governance to ensure the best interests of BAFS and is accountable to shareholders for its performance, maintaining independence from management.
1. Board of Directors Structure
The Board of Directors has determined the suitability of the Board structure as a One-Tier System, stipulating that the Board shall consist of at least 11 members but not more than 15 members. Currently, the Board of Directors consists of 15 members, as follows:
- Executive Directors: 2 persons (13.33%)
- Non-Executive Directors: 13 persons (86.67%)
- Independent Directors: 6 persons (40%)
- Female Directors: 3 persons (26.67%)
The board consists of 7 other external directors and 6 independent directors, accounting for more than 1 in 3 of the total board members. There are 8 non-executive directors who possess direct experience in the core business or industries in which BAFS operates.
- The ratio of Executive Directors to total Directors 2:15
- The ratio of Non-Executive Directors to total Directors 13:15
- The ratio of Independent Directors to total Directors 6:15
- The ratio of Female Directors to Male Directors 3:12
- 5.5 Years Average Tenure
The Board of Directors has established a structure comprising directors with diverse qualifications. These individuals possessed knowledge, experience, experience, integrity, and ethical standards, earning broad trust and recognition. The Board of Directors’s skill set is diverse, covering various fields such as Energy/Business, Aviation Business/Airport , Business Administration/Management, Accounting and Finance, Organizational Management, Strategic Management, Human Resources Management, Public Administration, Audit, Sustainability, Political Science, Economic, Banking, Marketing, Engineering, Law, Commerce, Capital and Securities, Negotiation, Non – Life & Life Insurance, Information and Communication Technology, Energy and Utilities, Petrochemicals and Chemicals , and ESG, aligned with BAFS’s strategy and beneficial to its operations.
In this regard, the Board of Directors has defined two primary objectives concerning its composition:
- The Board of Directors shall consist of no fewer than five Independent Directors. In 2025, the Company successfully attained this goal, with a total of six Independent Directors, representing 40.00% of the total Board membership.
- The Board of Directors shall include at least one female Director to promote boardroom diversity. In 2025, the Company achieved this target, with a total of three female Directors, representing 26.67% of the total Board membership.
Additionally, the qualifications for independent directors are set to be stricter than the requirements of the SEC regarding shareholding proportions, as detailed in Section 4: Nomination and Appointment of Directors and Top Executive.
BAFS has established a policy regarding the appointment of directors, executives, or employees to serve as directors or executives in its subsidiaries. Additionally, BAFS has implemented a system to monitor, oversee operations, and set operational directions for its subsidiaries. This is to ensure that BAFS can effectively supervise and control the operations of its subsidiaries
Additionally, the Board of Directors has established various committees to conduct detailed studies and screen tasks , enhancing the efficiency of the Board of Directors’ operations and ensuring transparency in the execution of duties. Details are provided in Section 7.3: Information of “Sub-committees”.
2. Roles, Duties, and Responsibilities of the Board
Directors are obligated to notify the Company without delay in the following instances:
- Any direct or indirect interest held by themselves or connected persons regarding the management of the Company or its subsidiaries.
- Any holding of shares or debentures in the Company or its affiliates, including a precise declaration of any increase or decrease in such holdings.
The Corporate Code of Conduct prescribes ethical standards for business operations, stakeholders, Directors, and employees. Key areas include conflicts of interest, confidentiality, procurement, the use of inside information, anti-bribery and corruption, intellectual property, and information technology. Compliance is rigorously monitored through a disciplinary framework. Furthermore, the Company has instituted a Supplier Code of Conduct for business partners—including aviation fuel suppliers and service providers to ensure a shared ethical standard. To ensure concrete compliance, an annual online self-assessment system is mandatory for 100% of executives and employees, the results of which are analysed and presented to the Board.
2.23 The Company has disclosed all connected transactions with persons who may have potential conflicts of interest for the year 2025. Furthermore, the Board of Directors has expressed the opinion that every connected transaction was conducted on a reasonable basis and for the benefit of the Company’s business operations. These transactions were executed fairly, at market prices, and in the ordinary course of business, in strict accordance with the regulations prescribed by the Office of the Securities and Exchange Commission (SEC), as detailed under the heading “Connected Transactions”.
In 2025, the Company extended no loans nor provided any loan guarantees to entities other than its subsidiaries.
In assessing the effectiveness of the risk management system, the Internal Audit Department reviews event indicators and risk factors that impact objectives, as well as the risk management approaches adopted by operational staff. This ensures that risks are accurately identified and assessed, managed systematically, and reported to relevant parties comprehensively and punctually. Furthermore, continuous risk monitoring and reviews are conducted on a quarterly basis.
3. Approval Authority of the Board of Directors
The Board of Directors is vested with the authority to formulate policies and approve corporate matters within the scope of duties prescribed by law, the Company’s Articles of Association, and the resolutions of the shareholder meetings. This authority encompasses:
3.1 Strategy and Governance: The determination and review of the corporate vision, mission, and operational strategies.
3.2 Financial and Operational Oversight: Approval of the annual budget and business operational plans.
3.3 Board Vacancies: The appointment of Directors to fill vacancies occurring during the year.
3.4 Subsidiary Representation: The appointment of Directors to serve as representative directors in subsidiaries or associate companies.
3.5 Strategic Investments: Participation in joint-venture projects and the execution of the Company’s significant contracts.
3.6 Statutory Transactions: Approval of connected transactions, as well as the acquisition or disposal of assets, amongst others.
4. Recruitment and Appointment of Directors and the Managing Director
In the event of a vacancy on the Board, the Nomination and Corporate Governance Committee undertakes a comprehensive review of the Board structure to ensure it remains commensurate with the Company’s business requirements, defining the specific qualifications required for the recruitment process based on the Board Skills Matrix, while taking into account the Board’s overall composition, expertise, and attributes that align with strategic goals; to achieve this, the Committee may employ one or more recruitment methodologies, including Executive Search to identify individuals possessed of suitable knowledge, capabilities, and experience, Professional Consultation by engaging professional search firms to source high-calibre candidates, Direct Nomination by accepting nominations from current Board members or shareholders, and the use of Industry Databases, specifically the Director Pool database of the Thai Institute of Directors (IOD), as a supplementary resource in the selection process. Furthermore, the Company provides an annual opportunity for minor-ity shareholders to propose director nominees in advance. The Nomination and Corporate Governance Committee shall rigorously screen and select candidates to be proposed to the Board of Directors and/or the shareholder meeting for subsequent appointment.
Regarding the recruitment of Directors to replace those retiring by rotation, which must be proposed to the shareholder meeting for appointment, a majority vote shall be determined in accordance with the following criteria and procedures:
- Each shareholder shall have one vote per share.
- Each shareholder must exercise all their votes according to item 1 to elect one or several persons as Directors, but may not allot their votes to any person in any specific proportion.
- Candidates receiving the highest number of votes in descending order shall be elected as Directors until all vacancies are filled. In the event that candidates in the next descending order have equal votes exceeding the number of vacancies, the Chairperson of the meeting shall have the casting vote.
Consequently, shareholders are unable to divide their votes for Director elections in any proportion, as stipulated under Section 70, Paragraph One of the Public Limited Companies Act (Cumulative Voting is not permitted).
Furthermore, the Company has prescribed qualifications for Directors, including criteria for Independent Directors that are more stringent than those required by the Office of the Securities and Exchange Commission (SEC) regarding shareholding, to ensure their genuine independence. An “Independent Director” is defined as a person who meets the following requirements:
- Holding no more than 0.5 per cent of the total voting shares of the Company, its parent company, subsidiaries, associates, major shareholders, or controlling persons, including shares held by connected persons of said Independent Director.
- Neither being nor having been an executive director, employee, staff member, advisor receiving a regular salary, or a controlling person of the Company, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling persons, unless such status ended at least two years prior. This restriction does not apply to Independent Directors who were former government officials or advisors to a government agency that is a major shareholder or controlling person of the Company.
- Not being a person related by blood or legal registration as a parent, spouse, sibling, child, or spouse of a child of any executive, major shareholder, controlling person, or person nominated to be an executive or controlling person of the Company or its subsidiaries.
- Neither having nor having had a business relationship with the Company, its parent company, subsidiaries, associates, major shareholders, or controlling persons in a manner that may impede their independent judgement. This includes not being or having been a significant shareholder or controlling person of any entity having a business relationship with the Company, unless such status ended at least two years prior.
- Neither being nor having been an auditor of the Company, its parent company, subsidiaries, associates, major shareholders, or controlling persons, and not being a significant shareholder, controlling person, or partner of an audit firm which employs auditors of the Company, unless such status ended at least two years prior.
- Neither being nor having been a provider of any professional services, including legal or financial advisory services, receiving fees exceeding 2 million Baht per annum from the Company, its parent company, subsidiaries, associates, major shareholders, or controlling persons. This includes not being a significant shareholder, controlling person, or partner of such professional service provider, unless such status ended at least two years prior.
- Not being a Director appointed as a representative of the Company’s Directors, major shareholders, or shareholders connected to major shareholders.
- Not operating a business of the same nature as and in significant competition with the business of the Company or its subsidiaries. This includes not being a significant partner in a partnership, or an executive director, employee, staff member, or advisor receiving a regular salary, or holding more than 1 per cent of the total voting shares of another company operating a business of the same nature and in significant competition.
- Not being a Director assigned by the Board of Directors to make decisions on the operations of the Company, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling persons.
- Not being a Director of the parent company, subsidiaries, or same-level subsidiaries, specifically those that are listed companies.
- Not possessing any other characteristics that preclude the expression of independent opinions regarding the Company’s operations.
Recruitment and Selection of the Managing Director
The Board of Directors has mandated the Nomination and Corporate Governance Committee to oversee the recruitment and selection of the Managing Director. The Committee identifies high-calibre candidates from both internal and external sources, evaluating individuals based on their experience within the energy sector or related industries. Candidates must possess specific skills and attributes essential to the Company’s operations, demonstrating robust leadership, strategic vision, and administrative competencies that align with corporate values and business interests. Upon the conclusion of the recruitment process, the selected candidate is proposed to the Board of Directors for formal appointment.
5. Board Meetings
For the year 2026, the Board has pre-scheduled its meetings as follows
| Meeting No. 1/2026 | 26 February 2026 |
| Meeting No. 2/2026 | 14 May 2026 |
| Meeting No. 3/2026 | 13 August 2026 |
| Meeting No. 4/2026 | 11 November 2026 |
| Meeting No. 5/2026 | 17 December 2026 |
6. Chairman of the Board and Managing Director
The Chairman of the Board and the President are distinct individuals with clearly demarcated roles, powers, and responsibilities. The Chairman’s primary duties include:
The Presidentserves as the head and leader of the Company’s executive team, remains accountable to the Board of Directors, and is responsible for managing operations to achieve the Company’s prescribed policies and strategic plans.
7. Meetings of Non-Executive Directors
The Board maintains a policy of encouraging Non-Executive Directors to convene meetings among themselves as necessity dictates. These sessions provide a forum to discuss management issues of inter-est without the presence of the Management. Following such meetings, the Managing Director is apprised of the key discussion points and outcomes.
8. Board Self-Evaluation
The Company facilitates an annual performance evaluation for the Board of Directors and its Sub-committees. The evaluation framework for the Board of Directors and the Audit Committee comprises both collective (as a whole) and individual self-assessments. For other Sub-committees namely the Remuneration Committee, the Nomination and Corporate Governance Committee, the Risk Management Committee, the Sustainability Committee, and the Investment Committee evaluations are conducted on a collective basis. All assessment criteria are aligned and regularly reviewed to ensure continued relevance.
The evaluation process is administered by the Company Secretary and the secretaries of each Sub-committee, who distribute the forms to the Directors. To ensure independence and objectivity, individual responses remain anonymous. The consolidated results are presented to the Board of Directors to collectively deliberate on performance and formulate guidelines for continuous operational improvement.
The performance evaluation of the Board of Directors as a whole is categorised into seven primary sections:
- Board Structure and Qualifications: Assessment of the composition and diversity of expertise.
- Roles, Duties, and Responsibilities: Evaluation of the discharge of statutory and corporate obligations.
- Board Meetings: Assessment of the efficiency and effectiveness of meeting proceedings.
- Board Dynamics: Evaluation of the interaction and professional conduct among Board members.
- Relationship with Management: Assessment of the collaboration and oversight of the executive team.
- Director Development: Evaluation of ongoing training and professional enhancement.
- Overall Board Performance: A holistic assessment of the Board’s collective effectiveness.
For the individual self-assessment of Directors, the evaluation is categorised into 6 primary sections:
- Personal Qualifications: Assessment of individual integrity, expertise, and professionalism.
- Operational Readiness: Evaluation of the Director’s preparedness and time commitment.
- Meeting Participation: Assessment of active contribution and engagement during deliberations.
- Roles, Duties, and Responsibilities: Evaluation of individual adherence to prescribed mandates.
- Relationship with the Board and Management: Assessment of interpersonal professional dynamics.
- Overall Individual Performance: A holistic assessment of the Director’s individual effectiveness.
The assessment criteria for both evaluation formats are defined as follows:
| Level | Meaning |
|---|---|
| 0 | Strongly Disagree / No action has been taken on the matter |
| 1 | Disagree / Minimal action has been taken on the matter. |
| 2 | Agree / Moderate action has been taken on the matter. |
| 3 | Highly Agree / Good action has been taken on the matter. |
| 4 | Strongly Agree / Excellent action has been taken on the matter. |
Comprehensive details regarding the 2025 performance evaluation results are disclosed in Section 8.1:
Furthermore, the Company conducts an efficiency assessment of each Board meeting immediately upon its conclusion. The results of these evaluations are reported to the Board of Directors at their subsequent meeting.
9. Performance Evaluation of the President
The Company facilitates an annual performance evaluation of the President, which is conducted by the Remuneration Committee and subsequently presented to the Board of Directors for approval, although the summary of this evaluation is classified as strictly confidential and is not subject to public disclosure. The evaluation framework for the Presidentis bifurcated into two primary components: (1) Corporate Strategic Plan, and (2) Managerial Behaviour and Problem-Solving, with the findings of this evaluation serving as the basis for determining the President’s salary increments, which are submitted to the Remuneration Committee and the Board of Directors for final approval.
10. Remuneration
Director Remuneration: The Remuneration Committee is entrusted with the responsibility of determining the remuneration of the Directors through a process characterised by clarity and transparency, subject to shareholder approval. The Board’s remuneration is commensurate with their duties and responsibilities, aligned with industry benchmarks and peer companies of comparable scale, and remains sufficiently competitive to attract and retain high-calibre Directors. Furthermore, Directors assigned additional duties and responsibilities are entitled to supplementary remuneration.
the PresidentRemuneration: The Board of Directors is responsible for approving the Managing Director’s remuneration, which comprises short-term compensation (monthly salary and bonuses) and long-term incentives, as approved by the Board from time to time following rigorous screening by the Remuneration Committee. This is structured in accordance with the terms of the employment contract and based on the annual performance evaluation against Key Performance Indicators (KPIs). The evaluation utilizes actual performance data from January to December, consisting of:
- Part 1: Corporate Strategic Plan: Encompassing financial perspectives, stakeholder interests, internal processes, and learning and growth.
- Part 2: Managerial Behaviour and Problem-Solving.
During the deliberation of the aforementioned performance results, the Managing Director being an Executive Director with a vested interest is recused from the proceedings. The Chairman of the Board is responsible for communicating the outcome of the deliberations to the Managing Director.
Executive and Employee Remuneration: The Company determines the remuneration for Executives and employees in strict adherence to the principles and policies established by the Board. Compensation is intrinsically linked to the Company’s annual performance and the individual performance of each Executive and employee, as measured by the Key Performance Indicators (KPIs) system.
The Company discloses the remuneration of the Board of Directors in Section 8.1.2: Meeting Attendance and Individual Director Remuneration, and the remuneration of Senior Executives in Section 7.4.3: Total Remuneration of Executive Directors and Executives. For the 2025 fiscal year, total employee remuneration amounted to 562,511,849.63 THB.
