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 and Anti-Corruption 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 aspects.
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 of 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 the record date specified by the Board of Directors in order to determine shareholder’s rights to dividends. 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
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 percent of shares are entitled to propose an agenda item or a director nominee. The percentage of shareholding as mentioned facilitates 86 shareholders more than the requirement of the law stipulating that one or more shareholders who altogether hold no less than 5 percent of shares are entitled to propose an agenda item. However, for the 2020 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 the Company’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 stock futures, BAFS notifies its directors and executives to report changes of their securities holding to the Office of the Securities and Exchange Commission (SEC) in pursuant to Section 59 of the Securities and Exchange Act B.E. 2535 (1992). Moreover, the directors and executives’ securities holding is added as an agenda in every Board of Directors Meeting, of the details will also be disclosed in the Annual Report.
With regard to 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 2020, BAFS did not receive any complaint regarding shareholders’ fundamental rights violation whereby all shareholders were equally treated. Moreover, no exploitation of insider information was found.
1. Treatment of Stakeholders
BAFS develops written practice guidelines for treatment of all stakeholder groups including shareholders, customers, business partners (trade partners or suppliers/distributors or creditors/guarantors), employees, society, community, environment, regulators and competitors 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. BAFS respects the rights of stakeholders as follows:
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 into with customers, treating all customers equally and fairly, focusing on enhancing customer satisfaction and confidence in quality services as well as keeping customer confidential information secure. The procedures are as follows:
- BAFS operates aircraft fuelling service based on compliance with international quality standards, punctuality and maximum safety. Its service is certified by the Quality Management System: ISO 9001 and Occupational Health and Safety Assessment Series: OHSAS 18001.
- BAFS has in place a customer satisfaction measurement system which is considered as part of its Key Performance Indicators (KPIs). In 2019, BAFS achieved a 97.2 percent or excellent level of customer satisfaction.
- BAFS organizes activities to enhance good relationships with customers such as company visits, seminars, customer meetings to strengthen relationships and listen to their feedbacks regularly, quiz games with questions relating to the Company and meetings with customers on special occasions.
Trade Partners or Suppliers/Distributors or Creditors/Guarantors (Business Partners) BAFS sets a policy and practice guidelines for treatment of business partners by determining clear and tangible trade partner selection procedures. BAFS’s trade partners must possess required qualifications and be able to comply with procedures or process as specified. In case of new trade partner selection, the Board of Directors’ approval is required.
BAFS also establishes supplier and contractor selection and evaluation procedures. Suppliers and contractors, who are selected as trade partners, must be standardized and ensure that their operations are in accordance with the Quality Management System: ISO 9001 and Occupational Health and Safety Assessment Series: OHSAS 18001. True identities of trade partners must also 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, BAFS has in place a supplier and contractor performance 88 evaluation system to ensure that trade partners entering into transactions with BAFS have an effective management control system by considering evaluation criteria that cover all areas in terms of quality, delivery, price and service according to the Approved Supplier List (ASL) and activities that may affect BAFS’s management system.
BAFS complies with the contracts made with all trade partners or suppliers/distributors equally and justly based on mutual fair compensation. BAFS does not solicit, accept or give any advantages of dishonesty to trade partners or suppliers/ distributors. BAFS develops a Supplier 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.
Moreover, BAFS compiles with the contracts, agreements or conditions to creditors/guarantors equally, strictly and fairly, especially guarantee conditions, capital management and debt payment, and does not solicit, accept or give any advantages of dishonesty to creditors/guarantors.
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 guidelines for treatment of employees 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:
Compensation and Benefits BAFS clearly determine an employee compensation policy and apply the Balanced Scorecard approach to short and long-term performance assessments in terms of finance, customer and stakeholder, process, internal management and learning and development. Accordingly, BAFS provides appropriate compensation and benefits including salary, annual bonus, provident fund, and life, accident and health insurance to employees.
Employee Development Policy BAFS focuses on employee development in order to strengthen its employees’ necessary knowledge, abilities and skills and enhance employee capabilities to withstand technological changes, all of which increase BAFS’s present and future competition opportunities. BAFS sets systematic employee plans with aim to ensuring employees’ potentialities, competencies and career paths and discloses details via employees’ competency and potential assessment guidelines. BAFS shall inform its employees about their competency and potential assessment results, and then develop each employee by following his/her individual development plan. BAFS provides both internal and external trainings according to its training roadmap to its employees to prepare them for their career paths, whereas the Human Resource Development Division shall adjust and improve such plans continuously. In addition to developing employees’ skills and knowledge, BAFS also emphasizes on having its employees practice works by exchanging knowledge and experiences with domestic and foreign experts via job observations, for example, work practice exchange with San-Ai Oil Co., Ltd., a Japanese corporation dealing aviation fuel related services, and job observations related to technologies and innovations in ASEAN region, all of which enable BAFS’s employees on applying and transferring their knowledge and experiences for the benefits of others.
Knowledge Management BAFS takes steps to be learning and innovative organization by applying bodies of knowledge created by its personnel, whereas its internal knowledge collected and screened and external knowledge sought have been analyzed and applied integrating. BAFS’s bodies of knowledge have been developed since 2016 up to the present. They include around 276 sets of operational and supportive knowledge and 6 training programs, which are actually applied to operations of all relevant divisions, resulting in tangible outcomes that can be utilized in operational processes and used for feasibility study on innovation development. For instance, Automated Overfill Prevention System (AOPS) which is a design of remote automated controlling systems by constructing gauges measuring level of fuel received through pipelines and transported to tanks by alerting the controlling room where the operators can run a command for automated controlling systems in a precise and accurate manner, which helps BAFS save manpower and time and increase safety for aviation fuel control.
With its capability on knowledge management, BAFS therefore set its objectives to becoming a direction definer on international aviation fuel services. Accordingly, BAFS manages knowledge and develops learning programs on energy services to professionally deliver knowledge and values of standard, quality and safety to energy service providers, including being a cooperation center providing advices relating to full circle of aviation fuel service according to sustainable development framework.
Number of Employee Training Hours In 2020, BAFS’s employees 501 people Training 14,319 hours An average of 28.6 man-hours
Society, Community and Environment BAFS has in place a policy and practices concerning responsibility for the society, the community, and the environment. Details are shown under the heading of “Driving Sustainable Business”.
Regulators BAFS complies with business-related laws, regulations and principles, conducts its business in accordance with the principles of good corporate governance, counters all types of bribery and corruption and promotes human rights protection.
Competitors BAFS operates business based on international best practices while establishing a policy and practice guidelines for treatment of its competitors to comply with trade-related laws, rules and regulations, ensure no price distortion and promote free trade.
2. Occupational Health and Safety in Working Conditions
BBAFS gives high priority to occupational health and safety in working conditions. BAFS establishes a policy on occupational health and safety in working conditions as in line with the Occupational Health and Safety Assessment Series (OHSAS 18001:2007) as well as set up an Occupational Health and Safety in Working Conditions Committee, with details as follows:
- To develop occupational health and safety in working conditions systems to ensure their consistencies with the laws, international standards and other relevant regulations;
- To control, improve, prevent and solve problems arising from the Company’s business operations, including risks of medium-level and higher which may have impacts on its employees and assets, to enable continuous improvement on occupational health and safety in working condition;
- To improve the performance results of occupational health and safety in working conditions regularly and continuously;
- To promote and encourage employees’ engagement in compliance with occupational health and safety in working conditions;
- To enhance employees’ knowledge and awareness of occupational health and safety in working conditions as well as off-the-job safety;
- To provide resources for the implementation of occupational health and safety in working conditions systems to enable continuous improvement; and
- To ensure safety for BAFS’s employees, contractors and assets as well as review and update security measures in response to current situations regularly and continuously
BAFS disclosed accident statistics at every branch office, including working hours without severe accident that can cause absence from work from September 9, 2013 to December 31, 2019 of an estimated 6,441,651 man-hours. BAFS’s safe working hour target was 7,000,000 man-hours. The latest accident occurred on September 8, 2013 for which BAFS had already taken corrective and preventive actions.
In 2019, BAFS organized a wide range of activities related to occupational health and safety in working conditions, such as annual health check-ups for the communities surrounding its operating sites, assessments to monitor environmental impacts on the communities, big cleaning day and annual safety day (SHE Day). Moreover, BAFS arranged training programs for occupational health and safety in working conditions, including fire drill, annual fire evacuation rehearsals as required by laws, emergency plan rehearsals and business continuity plan (BCP) rehearsals. 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 waste water. Additionally, BAFS arranged fire drill training courses for the communities and schools surrounding Suvarnabhumi and Don Mueang Aviation Fuel Storage Stations.
Additionally, in 2020, BAFS is applying Safety Management System or SMS stipulated by the International Civil Aviation Organization (ICAO). BAFS plans to apply for being certified to ISO 45001:2018; Occupational health and safety management systems, in order to replace OHSAS 18001:2007 which will be terminated as well.
3. Respect for Human Rights
BAFS imposes a policy and practice guidelines for avoiding human rights violations by requiring all directors, executives and employees of BAFS and subsidiaries to comply with the Code of Conduct on human rights and treat other employees, for example:
- Uphold democracy and encourage its employees to exercise their voting rights granted under the constitution;
- Ensure that employees are treated equally and with dignity and respect, regardless of physical or mental similarities or differences, race, nationality, religion, sex, age, education, political opinions or any other matters
- Support and respect human rights protection by regularly monitoring and ensuring that BAFS avoids human rights violations of the Company and trade partners, for example, no support of forced labour as well as no abuse of child rights and child labour;
- Show an intent to support the “Child-friendly Business Promotion Project”;
- Monitor compliance with regulations on human rights within BAFS and encourage compliance with the human rights principles according to international standards; and
- Avoid any acts that sexually harass other employees, thus causing trouble and annoyance or leading to the offensive work environment that ruins employee morale and disturbs other employees without reasons. Such behaviors include sexual assault, obscenity, flirtation or abuse, whether verbally or physically.
BAFS provides whistleblowing or complaint channels in case of any doubt on non-compliance with BAFS’s Code of Conduct.
BAFS not only places importance on respect for human rights of its personnel, but also for those of trade partners or business partners by including such matters in the Supplier Code of Conduct
In the previous years, BAFS has never received any reports or complaints on human right violations.
4. Intellectual Property or Copyright
BAFS imposes a policy and practices guidelines to prohibit intellectual property or copyright infringement whereby the Company 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 copyrighted or intellectual property derives from its employee’s performance, such copyright or intellectual property shall belong to BAFS
In the previous years, BAFS has never received any reports or complaints regarding intellectual property or copyright infringement.
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 Thailand’s Private Sector Collective Action Coalition 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.
- 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:
- 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 monetary donation for charitable purpose and social activity support shall be done in compliance with the Delegation of Manual of Authorities regarding the monetary donation for charitable purpose and social activity support.
- Political Support: 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.
- 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.
- Giving of gifts shall be done in compliance with the Delegation of Manual of Authorities regarding giving of gifts.
- Welcome Reception Provision and Acceptance
- Welcome reception provision and acceptance 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 the Company’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 the Company’s interests, shall not be paid.
- 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 the Company, shall not be accepted.
Moreover, BAFS implements risk management in its operations possibly related to corruption and take actions to prevent engagement in corruption as follows:
- The Board of Directors stipulates a policy, oversees and monitors compliance of the Anti-Corruption Policy and practice guidelines and receipt of complaints and whistleblowing handling procedures for employees at all organizational levels and external parties.
Furthermore, the Executive Chairman is authorized to screen BAFS’s strategic plans and risk management of projects related to the Company and its subsidiaries’ investments.
- 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 the Company 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.
- BAFS arranges corruption-related business risk assessments as follows:
- All departments that contact with government agencies and all working groups on projects worth over 30 million Baht, shall conduct corruption risk assessments, develop corruption risk mitigation plans and report progress of operations according to the plans via the IT system, which will be approved by the department directors and used as reference database for inspection of corruption.
- Corruption risk assessment is stipulated as a major principle in the procurement manual and practice guidelines for purchasing/sourcing/procurement referring to the Principles of Good Corporate Governance and Risk Management Policy compliance.
In addition, BAFS also assesses corruption risks in its 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 of public officials.
- BAFS defines risk appetite and risk tolerance as its business operations framework which is related to corruption as follows:
Compliance: to comply with Principles of Good Corporate Governance, Code of Conduct and Anti-Corruption Policy strictly without complaints made either verbally or in writing with intent not to comply with the Principles of Good Corporate Governance, Code of Conduct and Anti-Corruption Policy and without having zero corruption. In case that the Company receives any corruption-related complaints or whistleblowing or lawsuits, the Corporate Governance Working Group shall notify the Secretary of the Risk Management Committee to have it included in an agenda proposed to the Risk Management Committee. Representatives of the Corporate Governance Working Group shall prepare meeting documents and further report to the Risk Management Committee meeting to obtain opinions on risk management.
- BAFS communicates its Code of Conduct and Anti-Corruption Policy both internally and externally to people including trade partners, 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 in a 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 the Company’s Anti-Corruption measures, and invites its business partners to jointly declare the intention to and apply for the membership of Thailand’s Private Sector Collective Action Coalition against Corruption (CAC). In this regard, BAFS has its business partner trained and invited continually. On November 26, 2019, BAFS arranged training for the fourth year, which was entitled “Supplier Code of Conduct and Sustainability Framework”. BAFS invited all key business partners as well as new business partners to participate the training. BAFS also provided coaching to business partners 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 and Anti-Corruption Policy, Anti-Corruption Policy and Code of Conduct as well as ensure no actions that may cause conflict of interest. BAFS also requires all exployees to sign for acknowledgement of the Good Corporate Governance and Anti-Corruption Policy, Anti-Corruption Policy, Code of Conduct, and Anti-Corruption Practical Guidelines as well as ensure no actions that may cause conflict of interest on a yearly basis.
- 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 via about BAFS’s Good Corporate Governance activities.
During February 11 - 15, 2019, BAFS organized activities under the topic of “Knowledge Management and Good Corporate Governance for Promotion of Innovations towards Sustainability” for its executives and employees. Also, external expert speakers were invited to give lectures under the topic of “Director’s Role in Anti-Corruption” to all of BAFS’s directors on November 13, 2019.
Moreover, on September 6, 2019, BAFS and subsidiaries attended the Anti-Corruption Day under the concept of “Thais Fight against Corruption”, arranged by Anti-Corruption Organization of Thailand (ACT).
- 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 August. In 2019, 100 percent of current BAFS’s executives and employees passed the assessment with the average score at 93.70 percent. 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 the Private Sector Collective Action Coalition against Corruption (CAC) since 2014. Its membership was recertified in 2017 and 2020 respectively. The Audit Committee verified accuracy of BAFS’s reference documents and self-assessment form regarding anti-corruption measures according to the CAC membership certification process and regular reviewed compliance with the Code of Conduct and anti-corruption measures.
- The Board of Directors stipulates a policy, oversees and monitors compliance of the Anti-Corruption Policy and practice guidelines and receipt of complaints and whistleblowing handling procedures for employees at all organizational levels and external parties.
6. Contact Channels
BAFS provides channels for stakeholders to submit suggestions, opinions or queries as well as complaints on violations of rights and other cases via the following channels:
- The Corporate Secretary’s e-mail: parndao@bafs.co.th, Tel: 0 2834 8912
- The 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
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 Procedures
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 damage to those affected, conduct data processing to report results to the complaint receiver and inform whistleblower/ complainants 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
To protect rights of whistleblowers/or complainants/or cooperative persons, BAFS conducts the following:
- BAFS shall not disclose names, addresses, photographs or any other information of whistleblower/ 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 the Company’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 Manual of Authorities. 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 result 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 2019, BAFS received one complaint on incorrect practices according to BAFS’s Policy and Regulations Manual, from the employee. BAFS proceeded to collect information, analyze data and screen information by identifying causes to establish corrective and preventive measures and reporting the results to the whistleblower/complainant for acknowledgement. Such complaint was not related to violation of Code of Conduct or the Anti-Corruption Policy
1. BAFS’s Information Disclosure
BAFS discloses important information in its Annual 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, direct and indirect shareholding of directors and the management, training records of directors, remuneration policy for directors and the management, remuneration schemes and amount of remuneration of directors of BAFS and its subsidiaries, 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 provides 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 the 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 2019, BAFS assigned the auditor from EY Office Co., Ltd., who is approved by the SEC as a knowledgeable, proficient and independent auditor to be the Company’s auditor. BAFS’s financial statements was certified unconditionally in all material respect 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 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 must be done 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 the SET
- Press Release
- Newsletter to present BAFS’s financial status
- Information provided to analysts or investors who visit BAFS and consult with BAFS’s executives
- Analyst Meeting
- Documents mailed to shareholders
The Investor Relations Division is set up to be a coordinator between investors, shareholders, securities analysts and other relevant organizations. Its e-mail is pitsapong@bafs.co.th , Tel: 0 2834 8914. In addition, the Investor Relations Division regularly organizes annual activities in accordance with its action plans. In 2019, there were significant activities as follows:
- Joining the Opportunity Day for 4 times
- Arranging shareholders’ newsletters for 2 times
- Arranging meetings to provide information to institutional investors, analysts and shareholders for 14 times
- Arranging site visits for shareholders and investors for 1 times
- Providing information for BAFS credit rating review for 2 time
- Joining roadshows to issue and offer to sale debenture of the Company for 2 time
BAFS has never been ordered to have its financial statements amended by the SEC and discloses 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 percent)
- 13 non-executive directors (88.67 percent)
Eight of them are directors from third parties and five of them are independent directors, which is equal to one-third of the total number of the directors. 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 Topic 2: “Subcommittees”.
2. Role, Duties and Responsibilities of the Board of Directors
BAFS’s directors shall report without hesitation to the Company in the events as follows:
- The director or related person having direct or indirect interests which are related to the Company or its subsidiaries’ business operations
- Increase or decrease in shares or debentures of the Company or affiliated companies
BAFS’s Code of Conduct can be categorized into the following:
- Code of Business Conduct
- Code of Conduct for stakeholder groups such as shareholders, customers, business partners (trade partners or suppliers/distributors or creditors/guarantors), customers, society, community and environment, regulators and competitors
- Director Code of Conduct
- Code of Conduct for employees 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
- Compliance monitoring and disciplines
Moreover, BAFS develops a Business Partner 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 the Company’s service, or suppliers of goods or services for the Company.
BAFS promotes compliance with the Code of Conduct, 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 Director
The Board of Director has authority to set policies and approve the Company’s matters within the scope of duties stipulated by laws, the Company’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
- Connected Transactions