Corporate Governance of the Company
The Board of Directors of Bangkok Aviation Fuel Services Public Company Limited (BAFS) strongly believes that the Principles of Good Corporate Governance for Listed Companies issued by the Stock Exchange of Thailand (SET), its Good Corporate Governance Policy and Code of Conduct are essential for business operation to achieve goal and sustainable growth,
which strengthens shareholders and stakeholders’ confidence. The Board of Directors have implemented 8 principles of Corporate Governance Code for Listed Companies 2017 (CG Code) of the Securities and Exchange Commission (SEC) based on its business context which are able to divide into 5 Sections.
1. Protection of Shareholders’ Rights
2. Annual General Meeting of Shareholders
3. Delivery of Meeting Invitation Letter in Advance
- Agenda Item on Appointment of Director: BAFS provides an opportunity to shareholders to select directors individually. Each candidate’s information includes name, age, educational background, work experience, number of companies in which each candidate holds directorship categorized into listed companies and general companies, director nomination criteria and process, types of director proposed for nomination, director meeting attendance, number of years in office in case of proposing the appointment of existing directors, which is reviewed and screened by the Nominating and Corporate Governance Committee.
- Agenda Item on Director Remuneration: BAFS provides details regarding remuneration schemes and amounts as well as the policy and criteria for determination of director remuneration, which are reviewed and screened by the Remuneration Committee.
- Agenda Item on Appointment of Auditor: BAFS provides details regarding auditor’s name, audit firm, experience, capabilities, independence, audit fee, number of years for audit service (in case of appointing the existing auditor) or reasons for changing the auditor (in case of appointing a new auditor) and methods for considering appropriateness of audit fee, which is reviewed and screened by the Audit Committee.
- Agenda Item on Profit Allocation and Dividend Payment: BAFS provides details regarding profit allocation and capital reserve, amount of dividend payment, reasons and supporting information in accordance with the Dividend Payment Policy as well as determines the record date. The matter is reviewed and screened by the Remuneration Committee.
4. Facilitation Provided to Shareholders
5. Shareholders Meeting Procedures
6. Procedures after the Shareholders Meeting
BAFS places emphasis on fair and equitable treatment of shareholders by conducting as follows:
1. Proposal of Meeting Agenda Item and Director Nominee
BAFS facilitates shareholders in proposing an agenda item and a director nominee in advance of the AGM date. It disseminates clear criteria on both SET website and its website. The shareholders can propose an agenda item and a director nominee together with supporting information for consideration 3 months in advance. A single shareholder or shareholders who altogether hold no less than 0.05% of shares are entitled to propose an agenda item or a director nominee. The percentage of shareholding as mentioned facilitates shareholders more than the requirement of the law stipulating that one or more shareholders who altogether hold no less than 5% of shares are entitled to propose an agenda item. However, for the 2022 AGM, no shareholder proposed any agenda item and director nominee.
2. Appointment of Proxy
In case any shareholders are unable to attend the meeting, they can appoint another person, an independent director or the President as their proxies. BAFS shall provide a proxy form in which shareholders can determine their voting directions (Form B) and clearly specify required documents and uncomplicated procedures of proxy appointment.
3. Preventive Measures against Use of Insider Information and Conflict of Interest
BAFS establishes preventive measures against wrongful use of insider information of its directors and executives for their own or others’ advantages over other shareholders such as securities trading by using insider information and disclosure of insider information to related persons of directors and executives, which cause damage to the shareholders as a whole. The protection of interests and confidentiality is shown in BAFS’s policy and rules and regulations manual. Meanwhile, securities trading and stock futures, use of insider information, conflict of interest and breach penalties are shown in the Code of Conduct, which is made known to all directors, the executives, and employees by having them sign for acknowledgment. In addition, BAFS prohibits its directors, executives, and employees to buy or sell its securities at least 30 days prior to the announcement of each quarterly financial statements and 1 day after the announcement of such information.
For securities trading and futures, BAFS notifies its directors and executives to report changes of their securities holding to SEC in pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 (1992). Moreover, the directors and executives’ securities holding and futures are added as an agenda in every Board of Directors Meeting, of which the details will also be disclosed in the Annual Report.
Regarding securities trading and futures contracts of employees who work closely with its information, BAFS stipulates that they must report changes of their securities holding within 3 working days from the date of transaction. This matter is also added as an agenda in each monthly management meeting.
In 2022, BAFS did not receive any complaint regarding shareholders’ fundamental rights violation whereby all shareholders were equally treated. Moreover, neither exploitation of insider information nor breach of conflict of interest policy and criteria for connected transactions or acquisition or disposal of assets was found.
1. Treatment of Stakeholders
BAFS develops written practice guidelines for treatment of all stakeholder groups including employees, customers, shareholders, business partners, competitors, society, community, environment, creditors and financial institutions, regulators, and related public sector in the Good Corporate Governance and Anti-Corruption Policy and Code of Conduct. The details of practice guidelines are publicized on BAFS’ website. BAFS also encourages its employees to comply with such policy as follows:
Employees: BAFS places importance on its employees and considers that they are BAFS’s significant resources contributing to business success. Therefore, BAFS imposes a policy and practices concerning the employee treatment by complying with relevant laws and standards, ensuring fair treatment of employees, respecting and not violating human rights, emphasizing knowledge and capability enhancement of employees, having ethical behaviors, providing appropriate compensation and benefits and promoting employees’ participation. Details are as follows:
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Fair Labour Practices and negotiating associations related to employee benefits.
BAFS imposes a policy and practice guidelines for employees at all levels equally without exception. BAFS promotes fairness by determining a clear employee remuneration policy based on the evaluation of Key Performance Indicator (KPI) as in line with BAFS’s both short-term and long-term operating results
The company has established a Welfare committee consisting of the Management and employees to discuss and give advice and comments for welfare management especially for employees, to the Labor Welfare Committee ensuring employee transfer, organizing trainings for all employee groups for continuous improvement of professionalism skills and competencies, promoting labour skill improvement and employee competency development for career advancement, and creating a safe and stable work environment.
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Employment/Termination of Employment
BAFS imposes an employment policy under employment terms pursuant to the laws. BAFS treats employees fairly and equally, regardless of gender, nationality, religion, culture, language, or race, while ensuring that the employee appointment is based on work characteristic and in strict compliance with the Labour Law, especially in terms of employment, remuneration, work hours and related employment conditions.
In addition, BAFS stipulates a termination of employment policy, retirement, and compensation and special compensation payments as in accordance with the laws.
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Promotion of Employment for Persons with Disabilities Policy
BAFS promotes employment opportunities for people with disabilities to ensure that they use their skills, earn their living, and enhance self-reliance to reduce their family burdens. In 2022, BAFS ensured compliance with the Empowerment of Persons with Disabilities Act, B.E. 2550 (2007) and amendments by contributing money to the Fund for Empowerment of Persons with Disabilities. Pursuant to Section 34 of the Persons with Disabilities Empowerment Act, the ratio of employees to persons with disabilities employed is 100 to 1, equaling to 5 persons.
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Compensation and Benefits
BAFS clearly determines an employee remuneration policy while applying the Balanced Scorecard approach to short-term and long-term performance results in terms of finance, customer, internal management process and learning and development. Accordingly, BAFS provides appropriate remuneration and benefits with major consideration on business performance to help reduce employees’ burdens, including salary, retirement benefits scheme, OPD expenses, life, accident, and health insurance to employees and those under their patronage, uniforms for operations staff, social security contributions of BAFS, transportation service for employees working at different premises, subsidy on home loan interests and other employee benefits.
In 2022, employees received total remuneration of 470,960,215.47 Baht.
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Promotion of Savings Channels and Provision of Financial Security for Employees
BAFS has provided financial security for employees after resignation or retirement to promote their financial sel-reliance in the long run. In 2022, BAFS contributed 36.64 million Baht to the Provident Fund based on the number of years of service of employees with the ratio of employees as Provident Fund members to total number of employees as follows:
As of December 21, 2022
Number of Employees as Provident Fund Members (Person) : 434
Ratio of Employees as Provident Fund Members to Total Number of Employees (%) : 90.41
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Employee Development Policy
BAFS prioritizes its personnel as the most valuable resource for business success. BAFS imposes a policy and practices on employees by ensuring compliance with relevant laws and standards, fair treatment of employees, respect for and non-violation of human rights, emphasis on development of knowledge, competencies, skills and specific expertise and readiness for changing situations and news and information beneficial to work practices. Recognizing the importance on employee development since the recruitment, BAFS has then organized an orientation program, training courses on Code of Conduct, Core Values, safety, quality system as well as basic knowledge required in particular works and On the job trainings as well as regularly reviewed employees’ knowledge and skills. The employee development methods are as follows:
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Employee Development Practices
BAFS emphasizes employee development to ensure that its employees have necessary knowledge, abilities and skills to withstand technological changes, all of which increase BAFS’s present and future competition opportunities. BAFS systematically sets an employee development plan with an aim to ensure employees’ potentialities, competencies and career paths by conducting an employee competency assessment and analyzing the assessment results for preparing an individual development plan. Despite ongoing COVID-19 pandemic situation, BAFS still follows his/her individual development plan by providing both onsite and online trainings with a wide range of appropriate training and development tools.
In 2022, BAFS had 484 employees with 8,876 training hours, representing an average of 18.49 hours/person.
By gender
- 109 female employees, representing an average of 1,869.5 training hours
- 371 male employees, representing an average of 7,006.5 training hours
By types of work
- 343 operations employees, representing an average of 6,329.5 training hours
- 137 support employees, representing an average of 2,546.5 training hours
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Personnel Management
BAFS selects suitable personnel as in line with its business nature. In selecting employees, BAFS arranges a written test, an interview, a safety attitudes questionnaire, and a psychological test in various situations to select competent and ethical persons to be its employees. In personnel management, BAFS has a policy and practices for employees as well as promotes participation of employees, who are regarded as important stakeholders for business success as follows:
- Arrange an orientation program and trainings on the Code of Conduct, the Anti-Corruption Policy, core values, safety and quality system, digital knowledge, use of technology in work process as well as necessary basic knowledge for new employees before the On the job training
- Organize education promotion projects, e.g. employee scholarships and field trips
- Promote, campaign, and cultivate BAFS Group corporate values by organizing various activities, e.g. an activity for strengthening relationships among BAFS Group employees and a safety activity to enhance employee participation and raising awareness of the importance and good behaviors of core vales in the same direction.
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BAFS Group Succession Plan and Management
The Board of Directors recognizes that human resource, especially at the management level, is one of the key factors contributing to the achievement of sustainability in its organizational management. Therefore, BAFS promotes the implementation of succession planning policy to have successors manage the organization systematically. In addition, as competent human resource at the management level can greatly contribute to its organizational growth, BAFS has then defined a nomination and selection process based on explicit, tangible and transparent criteria, which are consistent with the Code of Conduct, to select successors for BAFS Group’s important positions and developed a succession plan to prepare potential successors for key position vacancies in the future.
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Talent Development Plan for BAFS Group Employees
BAFS implements the People Strategy for BAFS Group with focus on continuous personnel development to increase work capacity and create professional personnel according to the Uplifting Leader and Young Talent plan. Such plan is aimed at preparing personnel for higher positions and effective managerial skills as well as enhancing creativity to improve work performance in alignment with ever changing business, thus enhancing employee commitment and dedication to work for the achievement of BAFS’s goals. The plan also helps reduce costs to externally recruit personnel for better internal management. This can be regarded as robust and sustainable organizational and personnel development.
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Employee Training
BAFS uses Competency as a basic tool for preparing an employee development plan in different forms as well as operating procedures for survey, planning and training to set an employee annual training plan for all employee groups to ensure continuous improvement of professional skills and competencies and handle future changes promptly. BAFS has completely carried out employee development as planned and applied appropriate tools, including Online Training, Self -Learning, for training target groups. The employee development framework consists of training programs as follows:
- Training programs for operational performance review, e.g. a review of knowledge on safety and aviation fuel quality control, a review of aviation fuel storage service operation, a review of aviation refuelling service operation and a review of aviation refuelling equipment maintenance operation
- Training programs based on consideration of BAFS’s Strategic Plan, e.g. good corporate governance, knowledge management for enhancing sustainable innovation, energy conservation, core values promotion campaign project and Code of Conduct test
- Training programs on good corporate governance, e.g. Code of Conduct for Directors, Code of Conduct for Suppliers, Code of Conduct for Employees and annual Code of Conduct test
- Training programs for BAFS’s management systems, e.g. knowledge on the auditors of quality systems such as ISO 9001, ISO 22301 and ISO 45001
- Training programs on safety, occupational health, and working environment as stipulated by law, e.g. promotion of health, sanitation and working environment, Ergonomics safety in the workplace, fire drill, safety precautions when working with electricity, safety for working at height, safety for working with cranes, full-scale emergency exercise and knowledge on roles and duties of the Safety Committee
Monitoring Training Results
In the annual employee development plan, BAFS highlights the development of knowledge and skills on operation and safety tasks.
Other Areas of Employee Development
BAFS places importance on providing employees with the right training programs to enable them to perform well on their jobs. Other than training programs on skill and knowledge development, BAFS also highlights On-the-job training programs by assigning them to be in charge of different projects apart from their main jobs so that they can learn new things and enhance their knowledge and all-round competence.
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Knowledge Management and Learning Organization
BAFS moves toward becoming the learning organization by promoting and encouraging its employees to apply knowledge to training services provided to individuals and external organizations under the supervision of BAFS Training Center. This helps increase BAFS’s revenue from training services. The training programs include aviation fuel quality inspection, aviation fuel quality control, aviation fuel service, basic fire fighting, fire fighting and evacuation, safety awareness with KYT activities.
Moreover, BAFS has gained trust from service users in different countries, such as Joint Inspection Group(JIG), IATA Fuel Quality Pool (IFQP) and Hansaconsult Projects(HCP), to serve as the coordination center and provide comprehensive services relating to venues and equipment for into-plane service training. More importantly, BAFS Training Center has been selected by Joint Inspection Group (JIG) to be the only training partner for JIG Inspector Training in the ASEAN region.
With such capability, BAFS is therefore committed to managing and developing knowledge on energy service to maximize employee potential and increase fuel facilities readiness to further deliver knowledge and value of quality and safety standards to service users professionally and continuously.
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Promotion of Employee Engagement and Retention
BAFS pays great attention to its employees as the driving force behind its success. BAFS is then committed to promoting and enhancing employee engagement by adjusting work patterns in response to the COVID-19 pandemic situation as well as improving work environment based on the Happy Workplace concept, which will enhance good relations between employees and maximize work efficiency. BAFS continuously conducts an employee satisfaction and engagement survey every 2 years. In 2022, it was found that the employee satisfaction and engagement survey results were relatively high, representing 76.36% which was higher than specified target value of 75%. However, the survey scores were lower when compared to those in 2020, representing 83.4%. This may result from the fact that BAFS changed survey topics, extended the scope of questions as well as adjusted work patterns in response to the current situation by reducing recreational activities that needed close employee gathering. Despite the improving situation, BAFS continues to implement measures to prevent the spread of infectious diseases to take workplace hygiene seriously.
In 2022, the employee satisfaction and engagement survey results were “relatively high”, representing 76.36%.
In 2022, BAFS used those survey results to analyze employee engagement level and strengths and opportunities for the organizational development from the employee perspective and carried out more employee engagement activities as follows:
- Arrange two-way communication between executives and employees in the form of town hall meeting on a quarterly basis to allow employees to express opinions and raise questions
- Organize online HR activities with all departments to inform employees of useful information and enhance an understanding of human resource management process relating to employees in all departments
- Organize a Happy Hour activity on a quarterly basis in all premises in rotation to encourage all employees to attend the fun and stress relief activity
- Promote and encourage employees to take care of their own health by preparing fitness area and equipment
- Adjust time and location of work patterns whereby full-time employees can choose start and end times and work locations based on their convenience by providing a Co-working space to ensure convenience and flexibility
These activities aimed to encourage employees to develop positive attitudes, perform duties efficiently, engage more in the organization and jointly strive to achieve organizational goals.
Employee Turnover Rate in 2022 was 5.99%
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Customers: BAFS sets a policy and practice guidelines for treatment of customers. BAFS cares and is responsible for its customers by observing the contracts entered with customers, treating all customers equally and fairly, focusing on enhancing customer satisfaction and confidence in quality and safety of products and services at international standards as well as keeping customer confidential information secure. The procedures are as follows:
Safety and Hygiene Procedures and Actions
BAFS is committed to providing into-plane services with efficiency and safety according to the Aviation Fuel Quality Control and Operation Standards of Joint Inspection Group (JIG) developed by the organization representing the leading oil companies worldwide which were endorsed by the International Air Transport Association (IATA). BAFS’s operation has been audited by the JIG Inspector in the areas covering relevant rules and regulations on refuelling equipment system standards, fuel quality control before the distribution of fuel to the aircraft to ensure that fuel quality is accurate and in compliance with the standards and that no fuel contamination that can deteriorate life and property of customers and service users. Moreover, BAFS implements aviation refuelling processes that prioritize customer safety as well as health of all employees and staff as they include both the delivery and receipt of services which shall guarantee international quality standards and safety with adherence to the Quality Policy, the Safety Policy, the Safety, Occupational Health and Working Environment Policy and the Business Continuity Management Policy.
- BAFS operates aviation refuelling service business that ensures international quality standards, punctuality and highest safety. BAFS has been certified for the ISO 9001:2018 Quality Management Systems.
- BAFS operates business relating to the receipt, storage and into-plane services. Recognizing the importance of occupational safety, safety, security and working environment in business operation, BAFS has been certified for the ISO 45001:2018 Occupational Health and Safety Management Systems.
- BAFS has in place a business continuity management policy which has been developed into a Business Continuity Management Policy to prevent threats that may cause business disruption at unacceptable levels and ensure that BAFS’s significant activities will be recovered within the specified timeframe. BAFS has been certified for the ISO 22301:2019 Business Continuity Management Systems.
Details of the management systems are shown in BAFS’s website: https://www.bafsthai.com/th/management-system
Service Information Provision Policy and Procedures
BAFS establishes practices on the communication of information relating to the impacts resulting from services provided to oil companies, BAFS’s direct customers, through the meeting of Fueling Operations Committee (FOC) consisting of BAFS’s executives and representatives from oil companies with experience in aviation fuel on a quarterly basis to exchange opinions on into-plane service process improvement for greater efiiciency. BAFS also requires an audit of into-plane service operation system conducted by the inspector group of Joint Inspection Group (JIG) once a year to ensure that BAFS’s operation system is consistent with the international standards.
BAFS places emphasis on communication with all customer groups to exchange information as well as listen to opinions, suggestions, and complaints of customers. The communication channels are as follows:
Marketing and Customer Relations Officer, Business Development & Marketing Department, Headquarters, Don Mueang Aviation Fuel Storage Station
Address:171/2 Kamphaeng Phet 6 Road, Don Mueang, Don Mueang, Bangkok 10210
Tel:0-2834-8900 E-mail: Marketing@bafs.co.th Website: www.bafsthai.com
In addition, BAFS give importance to and care for customers by upholding the Code of Conduct; complying with relevant laws, contracts, agreements, regulations, standards or terms and conditions of customers in case of non-compliance, negotiation shall be reached with customers in advance to mutually find solutions and prevent damage; disclosing news and information on services in an accurate, correct and timely manner without distortion of facts; revealing service technologies via website: www.bafsthai.com; and publicizing and implementing sales promotions with responsibility without causing any misunderstanding or exploiting any misunderstanding of customers.
Customer Confidentiality Policy and Procedures
BAFS recognizes the importance of confidentiality of personal data and compliance with the Personal Data Protection Act B.E. 2562 (2019) (PDPA). The Board of Directors has approved BAFS’s policy relating to personal data protection for customers. BAFS also has in place its personal data protection officers and organizes trainings to enhance knowledge on PDPA of directors and employees to prevent and reduce the impacts of potential risks and enhance customer confidence in the right to the protection of personal data pursuant to the law.
Details of the Personal Data Protection Policy are shown on BAFS’s website: https://www.bafsthai.com/th/corporate-governance/policies
Customer Relationship Management Plan
BAFS imposes a customer care policy and procedures by treating all customers equally and fairly, enhancing customer satisfaction with focus on quality and highest safety of products and services at international standards as well as keeping customer information confidential. To build positive relationships with customers, BAFS arranges customer relationship management activities such as site visits, seminars, regular meetings with customers with at least 4 times per month to listen to comments and meetings with customers on occasions.
Customer Satisfaction Evaluation
BAFS conducts a customer satisfaction survey regularly and continuously since it recognizes the importance of satisfaction results which will be used for development and improvement of excellent services and work processes to respond to the needs and expectations of customers or service users. In case of customer complaints on unstandardized services which may expose customers to life and property risks, BAFS will internally proceed with the improvement of such services by issuing corrective action request (CAR) documents to analyze the underlying causes of defects, take corrective actions and prevent recurring defects. The customer satisfaction survey, with a target score of at least 86%, is part of the assessment of Corporate KPIs. BAFS’s customer groups are classified into oil companies and airlines.
The overall customer satisfaction score in 2022 equaled to 97.1%, which was an increase from the previous year’s score of 94.2%, or rated as “Excellent” according to the Balance Scorecard performance assessment.
Shareholders BAFS performs its duties to shareholders with honesty and fairness, conducts business by focusing on creating prosperity, stability and fair returns to shareholders constantly, discloses information to shareholders equally, regularly, and completely and gives shareholders opportunities to express their opinions and suggestions and propose an agenda item or a director nominee in the annual general meeting of shareholders.
Business Partners and CompetitorsBAFS establishes a policy and procedures for fair treatment of its business partners and competitors to jointly operate business according to the principles of good governance, and trade-related laws, rules and regulations, and focus on enhancing long-term confidence and cooperation.
Procurement Practices BAFS complies with the contracts made with all trade partners, i.e. suppliers/distributors, equally and justly based on mutual fair compensation. BAFS does not solicit, accept, or give any advantages of dishonesty to trade partners. BAFS develops a Business Partner Code of Conduct as practice guidelines for trade partners to act in accordance with BAFS’s Code of Conduct and a JV Core Principle as a tool for protecting disclosure of sensitive information.
BAFS clearly and concretely establishes supplier and contractor selection procedures and criteria. Suppliers and contractors, who are selected as trade partners, must possess required qualifications and conform to the procedures or processes specified by BAFS. The selection of new trade partners must be approved by the Board of Directors. BAFS also defines procurement criteria and procedures by preparing a supplier/contractor selection form and a supplier/contractor performance evaluation form in a fair, transparent, and impartial manner under BAFS’s criteria, e.g. the selection of trade partners guaranteed by management systems (ISO 9001, ISO 14001, ISO 22301, ISO 45001) and considering true identities of trade partners which must be verified by registration certificates issued by the Department of Business Development, the Ministry of Commerce, and copies of ID cards of authorized directors. In addition, the supplier/contractor performance evaluation will be conducted based on the criteria covering all areas consisting of quality, delivery, price, service, and safety and occupational health according to the Approved Supplier List (ASL), activities that may affect BAFS’s management systems, and potential for sustainable business operation according to BAFS’s Sustainable Procurement Policy with consideration on price, standardized product quality and punctual delivery of products and services.
BAFS has a Green Procurement plan for eco-friendly products to lessen environmental impacts, complies with relevant laws such as the laws on labour and human rights, and listens to opinions and suggestions of trade partners.
Moreover, BAFS determines procedures for promoting potential for sustainable business operation with trade partners, of which the details are shown in the Sustainability Report posted on BAFS’s website: https://www.bafsthai.com/th/document/sustainability-reports
Treatment of Competitor Policy and Procedures
BAFS treats its competitors based on international best practices and fair and transparent competition framework. BAFS also does not create any unfair competitive advantage, does not acquire any confidential information of competitors by dishonest or improper means, and does not destroy the reputation of competitors with groundless slander.
In the previous year, BAFS had no dispute with its competitors.
Society, Community and Environment: BAFS has in place a policy and procedures concerning responsibility for the society, community, and environment. BAFS operates business with ethics, respect for human rights, responsibility for the society, community, and environment and participation in the development of sustainable quality of life within the sustainability framework to support the communities surrounding BAFS and the society as a whole. BAFS also carries out community and social activities including youth education support, promotion of the community’s religion and culture to enhance connection and promote the well-being of the community, and support of agencies that dedicate to work for social benefits. BAFS will take swift and efficient actions to the situations affecting the society, community, and environment due to BAFS’s operations and will fully cooperate with public officers and relevant agencies.
Details are shown under the heading of “Driving Sustainable Business”.
Creditors and Financial Institutions BAFS strictly complies with the terms and conditions of agreements to creditors/guarantors and financial institutions based on good financial discipline. BAFS compiles with the contracts, agreements or conditions to creditors/guarantors and financial institutions equally, strictly, and fairly. In case that BAFS fails to comply with any conditions, especially guarantee conditions, capital management and default prevention measures, creditors/guarantors and financial institutions must be quickly informed to jointly take corrective and preventive actions to prevent damage.
Regulators and Related Public Sector BAFS complies with relevant laws, rules, and regulations with responsibility, accuracy and transparency, conducts its business in accordance with the principles of good corporate governance, counters all types of bribery and corruption, and promotes human rights protection.
In case of violations of shareholders’ rights caused by BAFS’s actions, BAFS will take legal actions as well as reduce or compensate for impacts on such case.
2. Safety, Occupational Health, and Working Environment
BAFS gives high priority to safety, occupational health, and working environment. BAFS establishes a policy on safety, occupational health, and working environment as in line with ISO 45001:2018 Occupational Health and Safety Management Systems as well as sets up a Safety, Occupational Health, and Working Environment Committee, with details as follows:
- To develop a safety, occupational health, and working environment system to ensure its consistency with the laws, international standards and other relevant regulations;
- To control, improve, prevent and solve problems arising from BAFS’s business operations, including medium-level and higher risks which may have impacts on its employees and assets, to enable continuous improvement on safety, occupational health, and working environment;
- To improve the performance results of safety, occupational health, and working environment regularly and continuously;
- To promote and encourage employees’ engagement in compliance with safety, occupational health, and working environment operation;
- To enhance employees’ knowledge and awareness of safety, occupational health, and working environment as well as off-the-job safety;
- To provide resources for the implementation of safety, occupational health, and working environment system to enable continuous improvement; and
- To ensure safety for BAFS’s employees, contractors and assets in the areas under BAFS’s responsibility as well as review and update security measures in response to current situations regularly and continuously.
BAFS disclosed the statistical information on accidents at all of its work premises, i.e. the number of accident-free work hours during September 9, 2013 - December 31, 2022, representing 8, 979,441 man-hours. BAFS set its safe work hour target of 9,000,000 man-hours. The latest accident date was on September 8, 2013. The accident was already handled.
To prevent and lessen safety, occupational health and working environment risks, BAFS has implemented the ISO 45001:2018 Occupational Health and Safety Management Systems to its operation, which can greatly help reduce and control accidents as shown in the continuous drop in the number ofaccidents each year.
In 2022, BAFS organized a wide range of activities related to safety, occupational health, and working environment, such as annual health check-ups for the communities surrounding its premises, assessments to monitor environmental impacts on the communities, big cleaning day and annual safety day (SHE Day). Moreover, BAFS arranged training programs for safety, occupational health, and working environment, including health and sanitation and working conditions, fire drill, annual fire evacuation rehearsal as required by laws, emergency plan rehearsal and business continuity plan (BCP) rehearsal. BAFS also provided personal protective equipment (PPE) to its employees, launched an accident prevention campaign, and conducted assessments on workplace environment and quality of drinking water and wastewater. Additionally, BAFS arranged a fire drill training program for the communities, monks, and students in the schools surrounding Suvarnabhumi Airport Depot and Don Mueang Airport Depot.
In 2022, BAFS received notable awards such as the Outstanding Workplace Award for Safety, Occupational Health and Working Environment at national level for three premises, including Don Mueang Aviation Fuel Storage and Aviation Refuelling Station (Headquarters) for the 15th consecutive year, Suvarnabhumi Aviation Refuelling Station for the 13th consecutive year, and Suvarnabhumi Aviation Fuel Storage Station for the 11th consecutive year.
In 2022, BAFS also operated according to the Safety Management System (SMS), stipulated by the International Civil Aviation Organization (ICAO) and was certified by ISO 45001:2018 Occupational Health and Safety Management Systems in November 2022.
In 2022, BAFS received the Outstanding Workplace Award for Safety, Occupational Health and Working Environment, of which more details can be found under the heading “Awards and Recognition in 2022”.
3. Human Rights
BAFS imposes a Human Rights Policy and procedures for avoiding human rights violations of stakeholders across the supply chain. BAFS also stipulates in its Code of Conduct that all directors, executives, and employees of BAFS must comply with the Code of Conduct on human rights which can be concluded as follows:
- Avoid actions and participation in human rights violations as well as not neglect or overlook if actions prone to violate human rights relating to BAFS are found
- Develop and ensure human rights due diligence of BAFS whereby all departments have duties to identify human rights risks under their own responsibility, assess the impacts, impose measures to prevent and reduce the impacts and establish the human rights remedy and impact mitigation mechanism properly
- Ensure auditing and monitoring of compliance with the Human Rights Policy
- Communicate to enhance knowledge and understanding of stakeholders across the supply chain of BAFS
- Provide whistleblowing or complaint channels for BAFS’s human rights violations as well as establish complaint management process by providing fairness and protection of whistleblowers according to the whistleblower protection measures specified in BAFS’s Code of Conduct
- Review the Human Rights Policy on a yearly basis or when specific events occur to ensure its consistency with the Legal Principles, the Universal Principles and business environment
- Report and disclose performance on respect for human rights regularly
BAFS not only places importance on respect for human rights of its personnel, but also for those of trade partners or suppliers by including such matters in the Supplier Code of Conduct.
In the previous years, BAFS received neither report nor complaint on human rights violation.
4. Intellectual Property or Copyright
BAFS imposes a policy and procedures to prohibit intellectual property or copyright infringement whereby BAFS and its subsidiaries’ directors, executives and employees are required to comply with Code of Conduct regarding intellectual property or copyright, as follows:
- To protect BAFS’s intellectual property and avoid others’ intellectual property infringement;
- To perform in accordance with laws, regulations and contractual obligations regarding rights of others in intellectual property as well as patent, copyright, trade secret and other proprietary information;
- To avoid abuse or misuse of others’ intellectual property; and
- In case any copyright or intellectual property derives from its employee’s performance, such copyright or intellectual property shall belong to BAFS.
5. Anti-Bribery and Corruption
BAFS is committed to conducting business with transparency and countering bribery and corruption. Since 2014, BAFS has been certified as a member of Thai Private Sector Collective Action Against Corruption (CAC) until the present.
BAFS imposes the Anti-Corruption Policy approved by the Board of Directors. Directors, executives and employees of BAFS and subsidiaries are required to comply with the policy which includes details as follows:
- BAFS’s directors and employees at all levels shall comply with the Anti-Corruption Policy and shall not engage in any form of corruption, either directly or indirectly, for the benefits of BAFS and themselves including their families, colleagues and other acquaintances;
- Any actions taken in response to the Anti-Corruption Policy shall be complied with guidelines mentioned in BAFS’s Code of Conduct, regulations, BAFS’s related operating manuals and other guidelines that may be defined by BAFS in the future;
- The employee shall not neglect or overlook in case of witness of any act, which could be a corruption matter related to BAFS. The employee shall report such matter to the supervisor or person who is mentioned in BAFS’s Code of Conduct;
- BAFS shall provide fairness and protect its employees who report the corruption matter related to BAFS;
- Any act of corruption is considered violation of BAFS’s Code of Conduct while the offender shall undergo disciplinary punishment including legal punishment in case such action is also against the law; and
- BAFS recognizes the importance of communication and public relations that are taken to provide knowledge and enhance understanding of the Anti-Corruption Policy compliance to its directors, employees and related persons.
In addition, BAFS prepares guidelines on Anti-Corruption measures for the executives and employees to comply with details as follows:
1. Charitable Donation and Social Activity Support
- To ensure that the monetary donation for charitable purpose and social activity support are not excuses for bribery, their objectives shall be explicit and can be verified. Meanwhile, they must be done on behalf of BAFS only whereby donation limit and authorized person for approval shall be defined precisely in writing;
- Any bribes shall be neither accepted nor paid. Also, any illegal transactions of all types shall not be conducted, whether directly or indirectly, with public officials, other people or other agencies in exchange for favourable practices or mutual benefits related to BAFS’s operations;
- In case that a donation or support recipient is a government agency, state enterprise, foundation, charitable organization, temple, hospital, clinic or social benefit organization, such recipient shall provide a certificate or reliable and verifiable documents;
- The donation for charitable purpose and social activity support shall be done in compliance with the Delegation of Manual of Authorities regarding the donation for charitable purpose and social activity support;
- BAFS has no donation acceptance policy for its business operation; and
- BAFS has no sponsorship acceptance policy for social activity support.
2. Political Contributions
BAFS shall adhere to democracy with the King as Head of State, stay politically neutral, avoid political support or assistance and encourage its employee to exercise their constitutional voting rights.
3. Giving and Receiving of Gifts
- Any benefits shall be neither received nor solicited. Any fees shall not be offered. Any bribes of any kinds, including other inappropriate expenses, either directly or indirectly, in return for favorable treatment for oneself, BAFS or BAFS’s business-related benefits, shall not be paid;
- Receiving of gifts shall be done openly and transparently and shall not influence any decision making related to BAFS’s business;
- Giving of gifts shall not be done extravagantly or wrongfully against good traditions and local laws; and - Giving of gifts shall be done in compliance with the Delegation of Authority Manual regarding giving of gifts.
4. Entertainment and Giving/Receiving Hospitality
- Entertainment and giving/receiving hospitality shall be reasonably done as necessary in accordance with general business etiquette for BAFS’s business benefits and proper manner that reflects normal relations with third parties whose duties or business are related to BAFS’s business. BAFS shall also explicitly determine budget amount and authorized persons for approval of welcome reception provision and report on welcome reception acceptance in writing;
- Any hospitality expenditures, including accommodation and travelling expenses during site visit, work observation, food and beverage or other expenses to induce government officers,other persons or other organizations to act wrongfully to obtain BAFS’s interests, shall not be paid; and
- Any benefits shall be neither accepted nor solicited. Neither entertaining or reception invitation or invitation for work observation with free of charge proposed by third parties nor expense support from third parties, which can influence business decision making, or repayment for any subservient actions or work-related benefits from BAFS, shall not be accepted.
5. Facilitation Payments
BAFS has no policy to pay facilitation payments to government officials/government employees in any case.
Moreover, BAFS implements risk management in its operations possibly related to corruption and take actions to prevent engagement in corruption as follows:
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Business Risk Assessment to Identify BAFS or Subsidiaries’s Operations That May Involve with Fraud and Corruption Risk
BAFS implements the Anti-Corruption Policy to ensure compliance of all people in the organization in the same direction and in line with the risk management process. BAFS also determines procedures for fraud and corruption risk assessment by ensuring fraud and corruption risk assessment in all work processes. The risk assessment is conducted to search for risk factors that may affect the objectives, analyze and develop an understanding of fraud and corruption risk impacts and probability, and consider risk severity levels for appropriate response.
BAFS requires all departments/units and working groups carrying out projects worth over 30 million Baht to conduct a corruption risk assessment consisting of risk identification, assessment of risk severity levels and preparation of a risk control plan, and report the progress of the plan approved by the department-level executive via the IT system used as a reference database for inspection of corruption as well as to the Risk Oversight Working Group of BAFS Group and the Risk Management Committee, which will be reviewed by the Audit Committee and further reported to the Board of Directors for acknowledgement on a quarterly basis.
Moreover, in 2022, the Risk Oversight Committee of BAFS Group, consisting of representatives from BAFS and subsidiaries, considered and reviewed risk issues on fraud and corruption that may arise from each company’s operations during the annual risk review session to ensure that BAFS Group’s risk management covered all areas and was in alignment with the Anti-Corruption Policy.
- Establishment of Practice Guidelines for Control, Prevention, and Monitoring of Fraud and Corruption Risk
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BAFS stipulates a Risk Management Policy with details regarding corruption as follows:
- The Risk Management Committee is responsible for overseeing fraud and corruption risk management to ensure compliance with the Principles of Good Corporate Governance, Code of Conduct and Anti-Corruption Policy;
- In case an employee experiences or acknowledges any risks, which may affect BAFS or violate the Principles of Good Corporate Governance, Code of Conduct and Anti-Corruption Policy, such employee shall immediately report such matter to his/her supervisor for further implementation of risk management.
To ensure strict compliance, such matter is also specified in the objectives and authority and duties of the Risk Management Committee in the Risk Management Committee Charter.
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BAFS defines risk appetite and risk tolerance to create a framework for doing business related to good corporate governance and anti-corruption as its business operations framework as follows:
Accept medium risk of business expansion for sustainable growth by investing in core business expansion and holding shares in BAFS Group to operate related businesses and new businesses both domestically and internationally. All businesses uphold the principles of good corporate governance and anti-corruption, make accurate tax payments and highlight compliance with quality and safety standards in tandem with responsibility for society and environment for sustainable growth.
In addition, BAFS and subsidiaries assess corruption risks in their business processes, whereas BAFS’s Corporate Governance Working Group shall use data obtained from corruption risk assessment to prepare appropriate measures for prevention of bribery for public officials.
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BAFS communicates its Code of Conduct and Anti-Corruption Policy both internally and externally to people such as trade partners and suppliers/distributors via different channels such as E-document management system, posting notices and its website
- For internal communication BAFS regularly articulates such matter to its executives and employees via e-mail at least once every quarter of a year.
- For external communication BAFS communicates the Anti-Corruption Policy to its subsidiaries and associates via e-mail as well as brochures distributed to its business partners to disseminate practice guidelines on BAFS’s Anti-Corruption measures, and invites its suppliers to jointly declare the intention to and apply for the membership of Thai Private Sector Collective Action Against Corruption (CAC). In this regard, BAFS has its suppliers trained and invited continually. In 2022, on November 28, 2022, BAFS arranged a training under the topic of “Supplier Code of Conduct” for the 7th year at BAFS Grand Hall, Building 9, Bangkok Aviation Fuel Services Public Company Limited. BAFS invited all key suppliers as well as new suppliers to participate in the training. BAFS also provided coaching to suppliers who wished to jointly declare the intention to and apply for the membership of CAC.
- BAFS requires all directors to sign for acknowledgement of the Good Corporate Governance Policy, the Anti-Corruption Policy, the Code of Conduct and use of insider information and assure no actions that may cause conflict of interest on a yearly basis.
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BAFS determines Anti-Corruption Practical Guidelines as one topic in orientation programs for new directors, executives and employees as well as all employees who get promoted, rotated and transferred. Also, BAFS regularly arranges training programs to enhance employees’ knowledge of good corporate governance, Anti-Corruption Policy and Practical Guidelines on a yearly basis.
In 2022, BAFS organized a CG DAY acitivity to review an understanding of the principles of good corporate governance, Code of Conduct, anti-corruption measures as well as relevant policies and criteria for all executives and employees 100% during August 1-10, 2022.
Moreover, BAFS and subsidiaries attended the Anti-Corruption Day in 2022 under the concept of “Leaders…Fighting against Corruption” organized by the Anti-Corruption Organization of Thailand (ACT) on Spetember 6, 2022.
- BAFS establishes a tangible assessment monitoring process for compliance with the Anti-Corruption Policy by implementing online self-assessment systems for all executives and employees to regularly assess themselves every year. In 2022, 100% of current BAFS’s executives and employees passed the assessment with the average score at 93.59%. In the meantime, the Corporate Governance Working Group shall monitor and assess anti-corruption compliance results as well as report self-assessment results to the Board of Directors.
- BAFS provides whistleblowing channels in case of witness any corrupt actions as well as whistleblower protection measures.
- BAFS has been certified as member of Thai Private Sector Collective Action Against Corruption (CAC) since 2014. Its membership has been continuously recertified. The Audit Committee verifies accuracy of BAFS’s reference documents and self-assessment form to develop anti-corruption system according to the CAC membership certification process and regularly reviews compliance with BAFS’s Code of Conduct and anti-corruption measures.
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6. Contact Channels
BAFS provides channels for all stakeholders to submit suggestions, opinions or queries as well as complaints on violations of rights and other cases via the following channels:
- Corporate Secretary’s e-mail: parndao@bafs.co.th, Tel: 0 2834 8912
- Investor Relations Division’s e-mail: pitsapong@bafs.co.th, Tel: 0 2834 8914
- Mail to the Corporate Secretary: Bangkok Aviation Fuel Services Public Company Limited 171/2 Kamphang Phet 6 Road, Don Mueang, Don Mueang, Bangkok 10210
In case of important matters or any matters that may cause damage to BAFS, the Corporate Secretary will present such matters to the Board of Directors accordingly.
7. Whistleblowing and Whistleblower Protection Measures
BAFS provides whistleblowing or complaint channels for external parties and its employees. BAFS establishes complaint handling procedures to protect and maintain confidentiality of complainants as follows:
- Whistleblowing or complaint
BAFS provides whistleblowing or complaint channels in case of any suspicious breaches of its Code of Conduct and laws as well as corrupt behaviors and unequal treatment as follows:
- Supervisors of all levels who are trustworthy
- The Corporate Governance Working Group
- Mail to:
The Executive Chairman or the Chairman of the Audit Committee Bangkok Aviation Fuel Services Public Company Limited 171/2 Kamphang Phet 6 Road, Don Mueang, Don Mueang, Bangkok 10210 - E-mail: ec@bafs.co.th or ac@bafs.co.th
- Corporate website: www.bafsthai.com
- Whistleblowing and Complaint Handling Process
Upon receipt of complaints, the Working Group or the assigned officer shall collect, verify and analyze information, establish corrective and preventive action procedures and measures to alleviate damages to those affected, conduct data processing to report results to the complaint receiver and inform whistleblower/ complainant for acknowledgement as well as report such results to the President, the Executive Chairman, the Audit Committee, and the Board of Directors, respectively, as the case may be.
- Whistleblower Protection Measures
To protect the rights of whistleblowers/or complainants/or cooperative persons, BAFS conducts the following:
- BAFS shall not disclose names, addresses, photographs or any other information of whistleblowers/ complainants and keep relevant information confidential;
- Whistleblowers or complainants who get distressed or damaged shall receive fair and appropriate treatment;
- BAFS shall provide protection to employees who file a complaint or cooperate or avoid corruption without any penalties and accusations as well as shall not demote or reduce salary although such actions will cause BAFS’s loss of business opportunities.
- Penalties
In case of finding that any employee acts against BAFS’s Code of Conduct and Anti-Corruption Policy, such employee shall receive disciplinary penalties in accordance with BAFS’s Policy and Regulations Manual regarding discipline and disciplinary penalties. Employee disciplinary actions ranges from oral warnings to suspension or termination of employment without sorting in ascending order, which depends on final approval made in accordance with Delegation of Authority Manual. Such employee shall be undergoing legal punishment in case his/her is also against the law.
Moreover, employees can seek advice on compliance with anti-corruption measures from their supervisors in hierarchical level or the Corporate Governance Working Group or the Manager of Regulatory Compliance Division, of which BAFS shall not disclose any information.
- Results Report
BAFS shall notify results of investigation to whistleblowers/ complainant within 30 days after completion of the process.
- BAFS has no records of breaches of laws related to labour, employment, consumer and trade competition.
- In 2022, BAFS received neither clue nor complaint relating to violation of Code of Conductor the Anti-Corruption Policy from external parties and employees.
1. BAFS’s Information Disclosure
BAFS discloses important information in its Annual Registration Statement/Annual Report (Form 56-1 One Report) and website at www.bafsthai.com in both Thai and English. Such information includes vision, mission, major policies, corporate group structure, nature of business and competitive situation, financial status and operating results, business risks, shareholding structure, organizational structure, Board of Directors and the Management, categories of directors, biographies and direct and indirect shareholding of directors and executives, training records of directors, remuneration policy for directors and executives, remuneration schemes, amount of remuneration of directors of BAFS and its subsidiaries, and duties and responsibilities of the Board of Directors and subcommittees during the past year such as number of meetings, number of times for meeting attendance, investor relations information, meeting notices, AGM minutes and press release. In addition, BAFS updates information in its website regularly.
2. Preparation of Financial Reports
The Board of Directors appoints the Audit Committee to review and ensure that BAFS prepares financial reports which are accurate, complete and transparent enough to maintain BAFS’s assets and prevent fraudulent and unusual actions by adhering to the Generally Accepted Accounting Principles and appropriate accounting policy as well as considering rationales and exercising discretion to strengthen BAFS’s stakeholders’ confidence. The Board of Directors also prepares a Report on the Board of Director’s responsibilities towards the financial statements, which includes important matters in accordance with the Code of Best Practice of Directors of Listed Companies recommended by SET. The Report in which signed by the Chairman of the Board of Director and the President will be presented together with the Auditor Report in the Annual Report.
In 2022, BAFS assigned the auditor from EY Office Company Limited, approved by SEC as a knowledgeable, proficient, and independent auditor, to be the BAFS’s auditor. BAFS’s financial statements were certified unconditionally in all material respects in accordance with the General Accepted Accounting Principles and approved by the Audit Committee/the Board of Director before being disclosed to the shareholders.
BAFS also prepares a Management Discussion and Analysis (MD&A) on a quarterly basis to provide an analytical explanation regarding its financial status, operating results, factors affecting financial status and operating results as well as significant changes. Moreover, important news and information are disseminated to the shareholders via BAFS Newsletter.
In accordance with the Balanced Scorecard concept, which suggests that an organization shall be viewed from four perspectives including finance, customer and stakeholder, internal management process, and learning & development, BAFS then applies Key Performance Indicators (KPIs) by stipulating its strategic objectives to be in line with goals of strategic plans and risk appetite, such as return on assets, market share, customer satisfaction level, and success of human resource development plan.
3. Channels for Information Disclosure
BAFS recognizes the importance of both financial and non-financial information disclosure which shall be made in a correct, complete, timely and transparent manner via the following channels:
- SET’s Information dissemination system and SEC’s website;
- BAFS’s website at www.bafsthai.com , where information is provided in both Thai and English;
- Report on quarterly operating results, provided to analysts and investors on Opportunity Day at SET;
- Press Release;
- Newsletter to present BAFS’s financial status;
- Information provided to analysts and investors who visit BAFS and consult with BAFS’s executives;
- Analyst Meeting; and
- Documents mailed to shareholders
The Investor Relations Division regularly organizes annual activities. In 2022, there were significant activities as follows:
| Activities | No. of Times |
|---|---|
| Joining the Opportunity Day | 4 |
| Arranging meetings with analysts/investors | 16 |
BAFS has never been ordered to have its financial statements amended by SEC and disclosed its annual and quarterly financial statements to shareholders and investors in a timely manner.
The Board of Directors plays a key role in corporate governance to ensure BAFS’s maximum benefits as well as takes responsibility for their performance to shareholders without intervention from the Management.
1. Board of Directors Structure
The Board of Directors considers appropriateness of its structure and determines its composition to consist of at least 11 members, but no more than 15 members. Currently, BAFS’s Board of Directors comprises 15 directors as follows:
- 2 executive directors (13.33%)
- 13 executive directors (88.67%)
- 5 independent directors (33.33%)
- 3 female directors (20%)
Eight of them are directors from third parties. Seven directors, who are non-executive directors, have experience in major business or industry in which BAFS currently operates;
BAFS imposes a policy for its directors, executives or employees to be directors or executives in its subsidiaries as well as arranges a monitoring system for operations and operational direction of subsidiaries to ensure that BAFS is able to oversee its subsidiaries’ performance efficiently.
Furthermore, BAFS establishes subcommittees to assist in studying details and screening tasks to enhance the Board of Directors’ work efficiency and ensure its transparency. Details of the Committees are shown in Heading “Subcommittees”.
2. Roles, Duties and Responsibilities of the Board of Directors
BAFS’s directors shall report without hesitation to BAFS in the events as follows:
- The director or related person having direct or indirect interests which are related to BAFS or its subsidiaries’ business operations;
- Increase or decrease in shares or debentures of BAFS or affiliated companies;
BAFS establishes Code of Conduct, Code of Conduct for stakeholder groups, Director Code of Conduct, and Employee Code of Conduct in different areas such as conflict of interest, confidentiality, procurement, use of insider information, anti-bribery and anti-corruption, intellectual property and use of information technology, and monitors compliance monitoring and disciplines.
Moreover, BAFS develops a Supplier Code of Conduct serving as standards and practice guidelines for business operations mutually conducted with its business partners such as aviation fuel suppliers, or goods, or related products in support of BAFS’s service, or suppliers of goods or services for BAFS.
BAFS promotes compliance with the Code of Conduct of all directors, executives and employees, establishes a tangible compliance monitoring system such as online self-assessments on a yearly basis for all executives and employees as well as analyzes Code of Conduct test results and reports them to the Board of Directors;
3. Approval Authority of the Board of Directors
The Board of Director has authority to set policies and approve BAFS’s matters within the scope of duties stipulated by laws, BAFS’s Articles of Association and shareholders meeting resolutions as follows:
- Setting and review of vision, mission and operational strategies;
- Annual budget and business plans;
- Appointment of directors vacating their positions during the year;
- Appointment of representative directors in subsidiaries or associated companies;
- Joint venture projects and important contracts; and
- Connected transactions relating to acquisition or disposal of assets.
4. Nomination and Appointment of Directors and Top Executive
For the nomination of BAFS’s directors to fill in all vacancies, the Nominating and Corporate Governance Committee shall consider and review appropriateness of the Board structure based on BAFS’s business and determines required qualifications of directors selected from BAFS’s Board Skill Matrix, by focusing on Board composition, knowledge, capabilities and qualifications that are consistent with BAFS’s strategies and objectives. The Nominating and Corporate Governance may use a nomination method or methods such as searching for persons with knowledge, capabilities and experience that are suitable for BAFS, hiring professional search firms or nomination proposed by BAFS’s directors or shareholders as well as use of Director Pool of the Thai Institute of Directors (IOD) as part of the nomination process. In addition, BAFS annually gives minority shareholders opportunities to propose a director nominee in advance. Then, the Nominating and Corporate Governance Committee considers and selects candidates and proposes a list of names to the Board of Directors and/or Shareholders Meeting for appointment.
However, the nomination of directors to replace directors retiring by rotation is proposed to the shareholders’ meeting for appointment, based on a majority voting criteria and procedures as follows:
- Each shareholder shall have one vote per share;
- Each shareholder may cast all his/her vote(s) according to item 1 to elect one or several candidates as directors, but cannot allot the votes to any candidate at any number; and
- The candidates receiving the highest number of votes in the respective order of the votes shall be elected as directors until all of director positions are filled. In the event that the number of candidates receiving an equal number of votes, which would otherwise cause the number of directors to be exceeded, a Chairman of the meeting shall have a casting vote.
Pursuant to Section 70, paragraph one of the Public Limited Company Act (cumulative voting), each shareholder cannot allot his or her vote(s) to any candidate at any number.
BAFS has stipulated qualifications of its directors and independent directors regarding shareholding to be more stringent than the requirements of SEC to ensure true independence of its independent directors. The criteria for qualifications of “Independent Director” are as follows:
- An independent director holds no more than 0.5% of the total number of voting shares of BAFS, its parent company, subsidiaries, associated companies, major shareholders or controlling persons, including the shares held by any related persons of such independent director;
- An independent director is not or was not an executive director, an employee, a staff member and a consultant with monthly salary or a controlling person of BAFS, its parent company, subsidiaries, associated companies, same-level subsidiaries, major shareholders or controlling persons, unless such status has ended no less than two years before taking up the independent directorship. However, such prohibited characteristics exclude the case where the independent director was a government official or a consultant of government agencies, which are major shareholders or controlling persons of BAFS;
- An independent director is not related by blood or legal registration as a father, a mother, a spouse, a sibling, a son/daughter or a spouse of a son/daughter of executives, major shareholders, controlling persons, or an individual to be nominated an executive or a controlling person of BAFS or its subsidiaries;
- An independent director does not have a business relationship with BAFS, its parent company, subsidiaries, associated companies, major shareholders or controlling persons in such a manner that may obstruct his/her exercise of independent discretion. Moreover, an independent director is not or was not a significant shareholder or a controlling person of any party that has a business relationship with BAFS, its parent company, subsidiaries, associated companies, major shareholders or controlling persons, unless such status has ended no less than two years before taking up the independent directorship;
- An independent director is not or was not an auditor of BAFS, its parent company, subsidiaries, associated companies, major shareholders or controlling persons, and is not a significant shareholder or a controlling person of BAFS or a partner of auditing companies that employ auditors of BAFS, its parent company, subsidiaries, associated companies or controlling persons, unless such status has ended no less than two years before taking up the independent directorship;
- An independent director is not or was not a provider of any professional services including those as a legal consultant or a financial consultant that receives service fees of more than 2 million Baht per year from BAFS, its parent company, subsidiaries, associated companies, major shareholders or controlling persons of BAFS, and is not a significant shareholder, a controlling person or a partner of providers of professional services, unless such status has ended no less than two years before taking up the independent directorship;
- An independent director is not a director appointed as a representative of director of BAFS, major shareholders or shareholders related to the major shareholders;
- An independent director does not undertake similar businesses in competition with BAFS or its subsidiaries or is not a significant partner in a partnership or is an executive director, an employee, a staff member, a consultant with monthly salary or holds more than 1% of the total number of voting shares of other companies which undertake similar businesses in competition with BAFS or its subsidiaries;
- An independent director is not a director assigned by the Board of Directors to make decisions on business operations of BAFS, its parent company, subsidiaries, associated companies, same-level subsidiaries, major shareholders or controlling persons of BAFS;
- An independent director is not a director of the parent company, subsidiaries or same-level subsidiaries, which are listed companies only; and
- An independent director does not have any other characteristics which can compromise his/her expression of free views about BAFS’s business operations.
Nomination of President
The Board of Directors assigns the Nominating and Corporate Governance Committee to proceed with the nomination and selection of the President by selecting potential persons from within and outside the organization based on experience in the energy business or related businesses, skills and specific qualifications in different areas that are beneficial to BAFS’s business, visionary leadership, and management knowledge and capabilities that are consistent with corporate values and beneficial to BAFS’s business. Once a list of candidates is selected, it will be further proposed to the Board of Directors for appointment.
5. Board of Directors Meeting
Details of meeting attendance of the Board of Directors and Subcommittees are shown in the table below.
| Name | Position | Meeting Attendance in 2022 (Number of Meetings / Total Meetings) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Board of Directors Total 5 times | Non-Executive Committee Total 1 time | Audit Committee Total 6 times | Remuneration Committee Total 3 times | Nominating and Corporate Governance Committee Total 5 times | Risk Management Committee Total 4 times | Corporate Sustainability Committee Total 4 times | 2022 Annual General Meeting of Shareholders Total 1 time | ||||
| Total | In Person | Via Electronic Means | |||||||||
| 1. Mr. Palakorn Suwanrath | Chairman / Independent Director | 5/5 | 5/5 | 0/5 | 1/1 | - | - | - | - | - | 1/1 |
| 2. M.R. Supadis Diskul | Executive Chairman / Director/ Member of Remuneration Committee / Member of Nominating and Corporate Governance Committee / Member of Risk Management Committee / Chairman of Corporate Sustainability Committee | 5/5 | 5/5 | 0/5 | - | - | 3/3 | 5/5 | 4/4 | 4/4 | 1/1 |
| 3. M.L. Nathasit Diskul | President / Director / Member of Remuneration Committee / Member of Nominating and Corporate Governance Committee / Member of Risk Management Committee / Member of Corporate Sustainability Committee | 5/5 | 5/5 | 0/5 | - | - | 3/3 | 5/5 | 4/4 | 4/4 | 1/1 |
| 4. Miss Choosri Kietkajornkul | Director | 5/5 | 1/5 | 4/5 | 1/1 | - | - | - | - | - | 1/1 |
| 5. Mrs. Wadeerat Charoencoop | Director | 5/5 | 1/5 | 4/5 | 1/1 | - | - | - | - | - | 1/1 |
| 6. Mr. Puttipong Prasarttong-Osoth | Director | 5/5 | 3/5 | 2/5 | 1/1 | - | - | - | - | - | 1/1 |
| 7. Mr. Nitinai Sirismatthakarn | Director | 3/5 | 0/5 | 3/5 | 1/1 | - | - | - | - | - | 1/1 |
| 8. Mr. Songpon Thepnumsommanus1/ | Director | 2/2 | 2/2 | 0/2 | 1/1 | - | - | - | - | - | 0/0 |
| 9. Mr. Kongsiam Chinwanno | Director | 5/5 | 0/5 | 5/5 | 1/1 | - | - | - | - | - | 1/1 |
| 10. Mr. Ong-Artpan Posri | Director | 4/5 | 0/5 | 4/5 | 1/1 | - | - | - | - | - | 1/1 |
| 11. Mrs. Kannika Ngamsopee | Director | 5/5 | 2/5 | 3/5 | 1/1 | - | - | - | - | - | 1/1 |
| 12. Mr. Mas Tanyongmas2/ | Independent Director / Member of Nominating and Corporate Governance Committee | 2/2 | 2/2 | 0/2 | 1/1 | - | - | 1/1 | - | - | 0/0 |
| 13. Mr. Visut Montriwat | Independent Director / Member of Audit Committee / Chairman of Remuneration Committee | 5/5 | 4/5 | 1/5 | 1/1 | 6/6 | 3/3 | - | - | - | 1/1 |
| 14. Mr. Pachara Yutidhammadamrong | Independent Director / Chairman of Audit Committee / Member of Remuneration Committee | 5/5 | 5/5 | 0/5 | 1/1 | 6/6 | 3/3 | - | - | - | 1/1 |
| 15. Mr. Pipat Purnananda | Independent Director / Member of Audit Committee / Chairman of Risk Management Committee / Chairman of Nominating and Corporate Governance Committee | 5/5 | 5/5 | 0/5 | 1/1 | 6/6 | - | 5/5 | 4/4 | - | 1/1 |
| 16. Mr. Chumpol Surapittayanont3/ | Former Director | 2/2 | 1/2 | 1/2 | - | - | - | - | - | - | 1/1 |
| 17. Mr. Aswin Kongsiri4/ | Former Independent Director / Chairman of Nominating and Corporate Governance Committee / Chairman of Risk Management Committee | 3/3 | 3/3 | 0/3 | - | - | - | 3/3 | 3/3 | - | 1/1 |
Remarks :
1/ Being appointed as Director, effective from November 10, 2022 (replacing Mr. Chumpol Surapittayanont), thus attending only 2 meetings of Board of Directors and 0/0 shareholders’ meeting.
2/ / Being appointed as Director, effective from September 1, 2022 (replacing Mr. Aswin Kongsiri), thus attending only 2 meetings of Board of Directors, only 1 meeting of Nominating and Corporate Governance Committee and 0/0 shareholders’ meeting.
3/ Resigned from directorship, effective from July 1, 2022, thus attending only 2 meetings of Board of Directors and 1/1 shareholders’ meeting.
4/ Resigned from directorship, effective from September 1, 2022, thus attending only 3 meetings of Board of Directors, only 3 meetings of Nominating and Corporate Governance Committee, only 3 meetings of Risk Management Committee and 1/1 shareholders’ meeting.
6. Chairman of the Board of Directors and President
The Chairman of the Board of Directors is neither the executive director nor the President, and does not have any relationship with the Management. Their roles, authorities and duties are clearly segregated. The Chairman of the Board is an independent director whose duties are as follows:
The President is the head and leader of BAFS’s Management, directly reporting to the Board of Directors in order to achieve objectives of policy and strategic plan as specified.
7. Non-Executive Director Meeting
The Board of Directors encourages non-executive directors to meet each other as deemed necessary in order to discuss various issues that are receiving much attention without participation of the Management. In 2022, there was one meeting of non-executive directors without participation of the Management to discuss about BAFS and subsidiaries’ performance, held on December 16, 2022. The meeting results were notified to the President.
8. Self-Assessment of the Board of Directors
BAFS arranges assessments of the Board of Directors and subcommittees on a yearly basis. The performance assessments of the Board of Directors and Audit Committee are divided into 2 categories, namely a collective assessment and an individual self-assessment. The subcommittees, including the Remuneration Committee, the Nominating and Corporate Governance Committee, the Risk Management Committee, and the Corporate Sustainability Committee, uses collective assessments. The assessment forms of the Board of Directors and all subcommittees contain assessment criteria which are aligned in the same direction and regularly revised to ensure their appropriateness.
With regard to the assessment process of the Board of Directors, the Corporate Secretary and Subcommittees’ Secretaries shall deliver assessment forms to directors, which will be later returned to BAFS. BAFS will not disclose names of assessors to ensure independence of directors. Furthermore, BAFS will present assessment results to the Board of Directors meeting for their mutual consideration and determination of improvement guidelines for better performance.
The criteria for collective performance assessment of Board of Directors consist of 7 main topics, namely 6. 1. Structure and qualifications of the Board of Directors; 2. Roles, duties and responsibilities of the Board of Directors; 3. Board of Directors meeting; 4. Board dynamics; 5. Relationship with the Management; 6. Director development; and 7. Board performance and effectiveness (overall).
The criteria for individual performance assessment of Board of Directors consist of 6 main topics, namely 1. Qualifications of directors; 2. Board readiness; 3. Meeting participation; 4 Roles, duties and responsibilities; 5. Relationship with the Board of Directors and the Management; 6. Board performance and effectiveness (overall).
The two types of assessment forms consist of the following assessment criteria:
| Level | Meaning |
|---|---|
| 0 | Strongly disagree / No action taken on such matter |
| 1 | Disagree/ Few actions taken on such matter |
| 2 | Agree / Some actions taken on such matter |
| 3 | Strongly agree / Good actions taken on such matter |
| 4 | Very strongly agree/ Excellent actions taken on such matter |
Details of assessment results in 2022 are shown in the item Summary of Board of Directors Performance in the Previous Year.
Furthermore, BAFS regularly arranges an assessment of the Board of Directors meeting efficiency after each meeting. Its results will be informed in the next meeting.
9. Performance Assessment of the President
BAFS arranges a President performance assessment on yearly basis whereby the Remuneration Committee conducts such assessment and presents its results to the Board of Directors for approval. The summary of the President performance assessment is kept confidential.
The criteria for President performance assessment are divided into 3 parts as 1. BAFS’s operating results; 2. BAFS’s strategic plan; and 3. Behavior and management. The assessment results are used for the President’s salary adjustment, whereby its details will be further proposed to the Remuneration Committee and the Board of Directors for approval.
10. Remuneration
Remuneration of Director: BAFS’s Remuneration Committee is responsible for considering remuneration provided to its directors. The remuneration determination process is explicitly and transparently defined and approved by the Shareholders meeting. The director’s remuneration is adjusted to be appropriate with duties and responsibilities assigned and in the same range of businesses in the industry or businesses of similar size. Meanwhile, it is high enough to maintain qualified directors as required. In addition, BAFS’s director who is assigned to undertake more duties will receive higher remuneration.
Remuneration of the President: the Board of Directors approves remuneration of the President, consisting of short-term remuneration such as monthly remuneration and bonus, and long-term remuneration whereby it is firstly screened by the Remuneration Committee in accordance with the employment contract. Key Performance Indicators (KPIs) are applied for annual performance assessment of the President by using actual performance during January - December, comprising:
Part 1 BAFS’s operating results;
Part 2 BAFS’s strategic plan, covering financial, customer and stakeholder, internal management process and learning and development perspectives; and
Part 3 Behavior and management and other criteria approved by the Board of Directors
For such performance assessment, the President, who is an executive director and has interest in the matter, does not take part in the consideration. The Chairman of the Board of Directors will inform the President of the results.
Remuneration of Executives and Employees: BAFS determines remuneration of executives and employees in accordance with the principles and policy stipulated by the Board of Directors, which is aligned with BAFS’s operating results in each year and performance results of each executive and employee by implementing Key Performance Indicators (KPIs) system.
BAFS discloses remuneration of the Board of Directors in the item Meeting Attendance and Remuneration of Individual Directors and Remuneration of Top Executive in the item Total Remuneration of BAFS’s Executive Directors and Executives.
In 2022, remuneration of employees was 470,960,215.47 Baht in total.
11. Director and Executive Development
Mr. Ong-Artpan Posri attended the Director Accreditation Program (DAP) (Class 190/2022)
12. Succession Plan
The Board of Directors recognizes that human resource, especially at the management level, is one of the key factors contributing to the achievement of sustainability in its organizational management. Therefore, BAFS promotes the implementation of succession planning policy to have successors manage the organization systematically. In addition, as competent human resource at the management level can greatly contribute to its organizational growth, BAFS then defines a nomination and selection process based on explicit, tangible and transparent criteria, which are consistent with the Code of Conduct, in order to achieve its organizational goals.
BAFS arranges appropriate and transparent guidelines for nomination and selection process of candidates to fill in executive and senior executive-level positions in advance. To ensure that BAFS selects candidates who are ethical, competent and well-prepared in all aspects to build and improve its competitiveness in a continuous and sustainable manner, it then sets criteria for consideration and selection of successors as follows:
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President
The Nominating and Corporate Governance Committee shall nominate and select both internal and external competent candidates by considering experience in energy business or related businesses, skills and specific qualifications in various fields necessary for BAFS’s business, high leadership capacity, vision, management knowledge and capabilities aligned with core values and beneficial to the business.
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Assistant Director/Deputy Director and Director
In case of retirement of Assistant Director / Deputy Director and Director, BAFS shall nominate and select competent employees at department manager level by implementing the following procedures:
- Evaluate competency of qualified candidates;
- Arrange professional tests including English proficiency, ability and aptitude, managerial thinking and vision communication, and interviews conducted by the candidate screening committee comprising senior executives;
- Set up an executive development plan for the chosen executives to ensure their preparedness for the vacant positions; and
- Specify a probation period upon taking the positions and systematically conduct performance assessments by means of the KPIs upon the completion of probation period.
The succession planning is a process to prepare potential personnel with outstanding performance for management positions to replace the existing ones continuously and support new positions in order to ensure consistency with the organizational directions and becoming part of sustainable good corporate governance.