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. Rights of Shareholders
Protection of Shareholders’ Rights
- BAFS places priority on protection of shareholders’ rights and promotes their exercise of fundamental rights such as rights to profit sharing, rights to receive adequate news and information, voting rights in the shareholders meeting to appoint or to remove a director, rights to appoint an auditor and rights to consider other matters which may affect the Company, including dividend allocation, amendment of Articles and Memorandum of Association and reduction or increment of capital.
- BAFS takes into consideration the rights of shareholders much more than the fundamental rights as stipulated by laws. For example, BAFS provides important and updated information via its website, prepares a Management Discussion and Analysis (MD&A) to present its operating results on a quarterly basis and disseminates news via BAFS Newsletter.
- BAFS’s shareholding structure comprises so many minority shareholders that checks and balances can be created between minority and majority shareholders, which do not allow any person or any group to control voting rights or the Company, thus resulting in good corporate governance at the shareholder level. The distribution of shares to minority shareholders (free float) is higher than 40 percent with neither cross-shareholding among companies in BAFS Group nor creating a pyramid shareholding structure. The whole Board of Directors is holding shares altogether for 0.75 percent. In addition, the proportion of shares held by domestic and foreign institutional investors is approximately 11 percent
Annual General Meeting of Shareholders
- BAFS holds an Annual General Meeting of Shareholders (AGM) once a year within 4 months from the last day of the Company’s fiscal year. In 2019, the AGM was held on April 25, 2019, attended by the Chairman of the Board of Directors, Chairmen of all Subcommittees, President, directors, executives, auditor and legal advisor to answer questions raised in the meeting.
- BAFS hired Kompass Law Ltd. to be its legal advisor, had shareholder representatives inspect vote counting in the AGM and disclosed results in the AGM minutes
Delivery of Meeting Invitation Letter in Advance
- BAFS appoints Thailand Securities Depository Co., Ltd. which is its securities registrar to send the meeting invitation letter to its shareholders 21 days prior to the meeting. Moreover, to give shareholders a chance to study details of meeting agenda and supporting information in advance, BAFS publicizes similar information being sent by post to the shareholders via its website www.bafsthai.com for at least 30 days prior to the meeting date. In Addition, the meeting notice is advertised in daily newspapers for 3 consecutive days with at least 3 days prior to the meeting date.
- The meeting invitation letter includes complete and adequate details such as date, time, venue, and shareholders meeting agenda by stating explicitly whether which agenda item is for acknowledgement or consideration. Moreover, supporting documents for each agenda item include objectives and reasons 84 together with the Board of Directors’ opinions, Articles of Association relating to AGM, a map of meeting venue, details of documents that the shareholders must present on the meeting date and meeting procedures. BAFS also prepares all relevant documents in English to protect foreign shareholders’ interests and facilitate them.
- BAFS respects shareholders’ rights and avoids violations or deprivations of rights. BAFS then promotes the exercise of shareholder’s rights by presenting important matters to shareholders for their approval as well as providing complete information as stipulated by laws, SET regulations and the Company’s Articles of Association.
- Each important agenda item is clearly outlined in the meeting invitation letter to be proposed to the shareholders for approval every year, as follows:
- 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.
Facilitation Provided to Shareholders
- BAFS imposes a policy to provide facilitation and encourage shareholders, institutional investors and majority and minority shareholders to attend the meeting
- BAFS gives shareholders an opportunity to submit their queries regarding the meeting agenda to the Board of Directors prior to the meeting date via the Corporate Secretary, which is notified in the meeting invitation letter made available on its website.
- BAFS holds its Annual General Meeting of Shareholders at a convenient place for shareholders to attend the meeting. BAFS also facilitates all shareholders equally by having sufficient staff in place.
- BAFS allows 2 hours prior to commencement of the meeting to the shareholders for their meeting registration. It facilitates all shareholders to attend the meeting. In case of late arrival, the shareholders’ rights to attend the meeting are not limited.
- BAFS uses a barcode system to display details of each shareholder by having them printed on shareholder meeting registration forms to facilitate shareholders with prompt and accurate meeting registration, vote counting and display of results.
- BAFS grants the shareholders, who attend the meeting after the commencement of the meeting, to exercise their voting rights on the agenda item which is under consideration and has not yet concluded
Shareholders Meeting Procedures
- Prior to the commencement of the meeting, the Chairman of the meeting or the assigned person shall introduce the attending Board members, Chairmen of Subcommittees, executives, auditor and legal advisor and explain the meeting criteria and voting procedures to the meeting.
- BAFS shall allocate sufficient time and give shareholders equal opportunities to express opinions and raise questions in the meeting. Its directors and executives shall provide clear and pertinent answers to all questions before requesting the meeting to vote for each agenda item.
- BAFS shall conduct the shareholders meeting according to the sequence of agenda items notified in the meeting invitation letter. BAFS shall neither abruptly distribute other important documents nor add extra agenda items to the shareholders meeting without prior notice.
- To ensure transparency and accountability in case of objections occurring thereafter, BAFS shall provide ballots for voting. In the meantime, the ballots are also used when voting for any agenda that comprises many voting items, for example, the agenda item on director appointment which BAFS gives shareholders opportunities to select directors individually.
Procedures after the Shareholders Meeting
- BBAFS shall disclose shareholders meeting resolutions and voting results to the SET and publicize them on its website before 09.00 hrs. on the following day after the AGM date
- In accordance with the resolution of the shareholders meeting regarding dividend payment, BAFS shall coordinate with Thailand Securities Depository Co., Ltd. to ensure that the shareholders completely receive correct amounts of dividends. According to the SET’s recommendation, BAFS shall specify the record date for shareholders’ rights to dividends to be at least 5 working days after the shareholders’ approval.
- BAFS shall completely and accurately prepare the meeting minutes for shareholders’ inspection, which record names and positions of attending directors, voting and vote counting methods, shareholders’ opinions, clarifications of directors and executives and meeting resolutions with clearly separated votes for approval, disapproval or abstention. The meeting minutes shall be submitted to the SET within 14 days after the AGM date. The AGM minutes and audio and video recording shall be publicized on the Company’s website.
2. Equitable Treatment of Shareholders
BAFS places emphasis on fair and equitable treatment of shareholders by conducting as follows:
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 2019 AGM, no shareholder proposed any agenda item and director nominee.
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.
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.
- BAFS stipulates criteria for its directors and executives to report their own and related persons’ interests which are consistent with nature of business, relevant laws and regulations. In addition, directors and executives must report every change of their interests to the Company. The Corporate Secretary is in charge for following up such information.
- The Board of Directors has established guidelines to prevent its interested directors or executives to take part in decision-making process of transactions between BAFS and stakeholders. Prior to the Board of Directors meeting, the Chairman of the Board will ask the directors having interests in those particular matters to leave the meeting room. Those directors are not entitled to vote on such matters.
- BAFS’ shareholding structure is not complicated whereby almost all connected transactions are fairly conducted based on market prices and are normal business transactions.
- BAFS adheres to laws and regulations of the SET and the SEC such as criteria for entering into a connected transaction and acquisition or disposal of assets.
In 2019, 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.
3. Roles of Stakeholders
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:
Shareholders: BAFS performs its duties to shareholders with honesty and fairness, conducts business by focusing on creating prosperity, stability and 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 AGM.
- 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.
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.
Employee Development Policy
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 205 sets of operational and supportive knowledge 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, Leak Check Double Block and Bleed Valve (DBB) which is a device increasing capacities on oil leak test of valves installed at every operating point by monitoring works at QC Stand only. This device helps reduce expenses on installation of equipment at each point, decrease manpower as well as accidental risk due to working at height and increase enhance at work.
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. Action plans based on such objectives and clear indicators were set. BAFS shall begin to measure outcomes from 2020 onwards.
Number of Employee Training Hours
In 2019, BAFS’s employees 514 people Training 24,960 hours An average of 48.56 man-hours
- Society, Community and Environment
- Society and Community
BAFS determines the society and community as its important stakeholders and then undertakes actions to ensure their sustainable self-reliance, which is one of the Sustainability Strategic Plans of 2016-2020 according to the community engagement plan. Moreover, based on the results of community satisfaction survey in Don Mueang and Suvarnabhumi areas, BAFS develops a community master plan for the communities surrounding Don Mueang and Suvarnabhumi Aviation Fuel Storage Stations and distributes plans to responsible departments as follows: 1. Community plan of the Corporate Social Responsibility Department, 2. Community relations plan of Suvarnabhumi Aviation Fuel Storage Station, 3. Community relations plan of Don Mueang Aviation Fuel Storage Station, 4. Cooperation framework plan of 10 organizations (Srisa Jorakhanoi Sub-district MOU) and 5. Corporate communication activity and volunteering activity plan. These plans consist of activities categorized into 6 main categories. Their performance results in 2019 can be summarized as follows:
According to BAFS community master plan, the health promotion project for the communities in Moo 2 - 9 - 10, Srisa Jorakhanoi Sub-district, surrounding Suvarnabhumi Airport Aviation Fuel Storage Station was a collaboration of networks between the communities, organizations and local agencies. The project was implemented to create community database, establish community health promotion and care processes and raise community awareness of good health which the communities could achieve by themselves.
- Family and Elderly
BAFS conducted the participatory action research project to develop and promote capabilities of village health volunteers in order that they can look after their families and elderlies in the communities and become members of collaboration networks of the communities, the organizations and local agencies undertaking tasks related to elderly in the communities.
- Education, Religion and Culture
BAFS provided educational support, outdoor education field trips and scholarships and preserved Thai tradition and culture through Buddhist activities such as robe offering and off-season offering in collaboration with public and private agencies, including praying, chanting, listening to sermons, conducting Dharma practice activities, and participating in community religious and cultural activities in different occasions as well as supporting budget on community cultural activities
- Career Promotion and Income Generation
BAFS conducted the career creation project for communities as well as housewife and elderly groups in the communities, which was one of the plans under the health promotion project for the communities in Moo 2 - 9 - 10, Srisa Jorakhanoi Sub-district, to promote community economy by extending the economic outcomes of the community health promotion project.
- Life and Property, Environment and Community Infrastructure Safety
BAFS organized the fire drill project for the communities and schools surrounding Suvarnabhumi Into-Plane Refuelling Station to enhance their knowledge and understanding of incident protection, incident action and first aid assistance. The project provided a fire drill scenario allowing community members including students, communities and local incident prevention agencies to enhance their skills and correct practices.
- Overall Well-Being and Society
For over than 12 years, BAFS has cooperated with Royal Thai Army Medical Department, Foundation of Phramongkutklao Hospital, and Department of Rehabilitation Medicine to conduct the soldier morale enhancement project to recover mental health of soldiers injured from military service at the three southernmost provinces of Thailand and treated at Phramongkutklao Hospital, so that they can continue their service or earn a living after being decommissioned as well as proudly return to the society.
More details regarding social and community operations can be found in the 2019 Sustainability Report or on the website: www.bafsthai.com
BAFS protects the environment, promotes resource efficiency in all its business processes and encourages use of alternative energy. Therefore, BAFS sets up a Green Committee to enhance energy management within the organization. BAFS also develops an energy conservation policy to ensure that its energy management is in compliance with the Ministerial Regulations Prescribing Energy Management Standards, Criteria and Procedures for Designated Factory and Building B.E. 2552 (2009), as follows:
- BAFS shall operate and develop energy management system appropriately. It is regarded as part of BAFS’s business operations and has to be implemented in accordance with laws and other relevant regulations.
- BAFS shall continuously improve energy efficiency which is appropriate for business nature, technology and best practices.
- BAFS shall set its annual plan and goals for energy conservation appropriately and communicate them to all employees for correct understanding and practice.
- BAFS shall encourage that energy conservation is responsibility of all executives and employees at all levels to cooperate and follow stipulated measures in order to accomplish its goals.
- BAFS shall support human resources, budget, working hours as well as trainings, and encourage all employees’ participation in expressing their opinions for energy operations improvement.
- The executives and the Energy Management Committee (the Green Committee) review and revise the policy, goals and energy management plans to ensure their appropriateness and consistency with current situations on a yearly basis.
In addition, BAFS develops an environment and climate change policy to announce its commitment to environmental protection. The policy aims to prevent the potential impacts on the environment and raise environmental awareness to all employees. The details are as follows:
- To adhere to all environmental laws, regulations and standards relating to the Company’s business operations
- To be aware of climate change and minimize the environmental impacts arising from the Company’s business operations
- To raise environmental awareness and enhance employees’ knowledge on climate change continuously
- To prepare a carbon footprint report and establish practical guidelines for reducing greenhouse gas emissions arising from the Company’s business operations
- To disclose the Company’s environmental information through appropriate channels
In 2019, BAFS implemented the above mentioned policy by taking actions to reduce greenhouse gas emissions such as preparing its carbon footprint report for the year 2019, with the total volume of greenhouse gas emissions accounting for 5,448.05 tons of carbon dioxide equivalent, preparing the monitoring report on BAFS Solar Cell Project, and participating in Thailand Voluntary Emission Reduction Program (T-VER), organized by Thailand Greenhouse Gas Management Organization 92 (Public Organization) The purpose of program is to support the private sector on achieve greenhouse gas emission reductions, which could be counted as carbon credits, through verifiable processes. BAFS also installed solar cell rooftop in order to generate electricity by using renewable energy (solar energy) to replace consumption of power from on-grid renewable electricity generation). The solar cell systems were installed at Suvarnabhumi Aviation Fuel Storage Station and Don Mueang Aviation Fuel Storage with total installed capacity of 143.42 kWp. Within 9 months from August 1, 2018 - May 31, 2019, BAFS could reduce consumption of power for 147,109 kWh as well as greenhouse gas emissions for 84 tons of carbon dioxide equivalent, etc.
Since BAFS’s carbon footprint report was prepared in accordance with an acceptable standard, BAFS therefore received an honor plaque and certificate at the event “Global Warming Mitigation Day 2018”, arranged by Thailand Greenhouse Gas Management Organization (Public Organization) on September 19, 2019.
BAFS promotes resource efficiency among its employees. In 2019, BAFS raised employees’ awareness of energy efficiency and water resource utilization in particular through a range of campaign activities as well as enhanced employees’ knowledge through training programs on environment and efficient resource utilization, comprising:
- Earth Hour Campaign
BAFS support Earth hour 60+, the campaign encouraging people around the world to switch off their lights in concerning of climate change. BAFS encourages its employees to turn off all electrical devices for 60 minutes (from 12.00 - 13.00 hrs.) on Friday, March 29, 2019. The results showed BAFS could reduce energy consumption by 147.4 kWh, divided into the following areas:
- Suvarnabhumi Into-plane Refuelling Station 18.58 kWh
- Don Mueang Into-plane Refuelling Station 8.69 kWh
- Suvarnabhumi Aviation Fuel Storage Station 32.83 kWh
- Don Mueang Aviation Fuel Storage Station 87.30 kWh
- Cultivating Energy Conservation Awareness
BAFS raises employee awareness on energy by holding the energy conservation course hosted by the Bureau of Energy Human Resource Development, Department of Alternative Energy Development and Efficiency, Ministry of Energy. It provided lecture on energy conservation and visited the prototype of green building at Energy Conservation Building in Honor of His Majesty the King, Khlong Ha, on June 21, 2019.
- Reducing Water Consumption Campaign
Water resource is not a key factor for BAFS’s business operations; however, BAFS recognizes the importance of water resource efficiency. Therefore, BAFS sets the target to reduce water consumption by 5 percent compared to the previous year and offers each department an opportunity to jointly reduce water consumption in its own practice. The results showed that BAFS can reduce water consumption by 154 cubic meters or a 7.85 percent decrease compared to the previous year.
- Environmental and Energy Conservation Training Programs Held by Other Organizations
BAFS encouraged its employees to attend environmental and energy conservation training programs in order to apply their knowledge for future development and support environmental and energy conservation aspects, namely 1) Thailand Electrical Installation Standards, arranged by the Engineering Institute on January 17, 2019, 2) Energy conservation in Thai industries, arranged by the Energy Conservation Laboratory on June 6, 2019, 3) CORSIA Verification Course, arranged by ICAO during September 19 - 21, 2019, and 4) work observation relating to electricity generation, etc.
BAFS also sent its employees to observe and study works relating to machinery and tools at the International Airport South East Asia 2019, Singapore, in order to enhance employees’ knowledge and abilities and apply knowledge regarding new technologies to further develop the Company.
Moreover, BAFS minimized paper waste by sharing documents internally and externally via e-mail and applying an E-document system to different areas of its operations such as arrangement of Board of Directors and executive meetings.
- Society and Community
- 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.
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.
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.
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.
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.
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: email@example.com, Tel: 0 2834 8912
- The Investor Relations Division’s e-mail: firstname.lastname@example.org, 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.
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:
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: email@example.com or firstname.lastname@example.org
- 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.
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
4. Information Disclosure and Transparency
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.
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.
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
- BAFS provides information disclosure in compliance with the regulations of the SET and the SEC and sets up a Regulatory Compliance Division to proceed in this matter.
- The Investor Relations Division is set up to be a coordinator between investors, shareholders, securities analysts and other relevant organizations. Its e-mail is email@example.com, 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 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:
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.
5. Responsibilities of Board of Directors
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.
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 14 directors as follows:
- 2 executive directors (14.29 percent)
- 12 non-executive directors (85.71 percent)
- The Board of Directors defines its structure to be consisted of directors with diversified qualifications. They are experts who possess knowledge, capabilities, experience, ethics and morality, and are generally accepted. A variety of skills include industrial knowledge, finance, management, international trade, strategy, crisis management, legal, corporate governance or others that are consistent with and beneficial to BAFS’s business operations. Meanwhile, the independent director’s qualification regarding shareholding proportion is defined to be more stringent than requirement of the SEC as shown in Topic 3: Nomination and Appointment of Director and Top Executive.
- To better enhance checks and balances within the Board of Directors, the Chairman of the Board is an independent director, who is not the same person as the President and does not have any relationship with the management.
- Duties and responsibilities of the Board of Directors and the management are clearly segregated from each other and defined in writing.
- The directors hold definite term of office according to BAFS’s Articles of Association, stipulating that at each annual general meeting of shareholders, one-third of the directors must retire from office. The directors who have been the longest in office shall retire first. Nonetheless, the number of years of independent directors’ term of office and the number of consecutive terms for directors are not defined due to a limited number of persons who have knowledge and experience related to BAFS’s business.
- The Board of Directors recognizes the importance of efficiency as Directors and President, BAFS therefore imposes a policy on directorship in other companies as in line with the best practices. Each director shall hold directorship in no more than 5 listed companies. For the President, shall take director or President positions in other companies other than subsidiaries, associated companies or other companies in which BAFS holds shares only if such matter is approved by the Board of Directors.
- BAFS has the Assistant Director of the Corporate Secretary Office who has a wide knowledge of laws and passed corporate secretary training programs and other relevant programs to perform as the Corporate Secretary.
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”.
- 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 14 directors as follows:
Role, Duties and Responsibilities of the Board of Directors
- To perform duties and responsibilities with accountability, discretion and honesty in compliance with laws, objectives, Articles of Association, AGM resolutions, Board of Director meeting resolutions and the Company’s policies related to the Board of Directors. The Board of Directors shall not have interests or commit any acts that cause conflict of interest. A Compliance Unit shall also be set up. In 2019, BAFS had no records of breaches of laws, rules and regulations of the SEC and the SET.
- To consider and review BAFS’s vision, mission, objectives, main goals, strategies, policies, core values as well as resource allocation. In 2019, the Board of Directors reviewed BAFS’s vision, mission and strategies accordingly.
- To ensure that BAFS creates sustainable value covering good long-term returns, conducts its business with ethics and is accountable to the stakeholders while developing or mitigating negative impacts towards the environment and being able to adapt to changes.
- To ensure that the executives and employees perform their duties with accountability, discretion and integrity and to undertake the operations in compliance with laws, objectives, regulations, AGM resolutions, Board of Director meeting resolutions and the Company’s relevant policies.
- To assign duties and responsibilities to the President and the management explicitly in writing and to ensure that the directors and executives perform their duties efficiently and effectively in accordance with policies and scope of duties and responsibilities assigned.
- To oversee and ensure that the management sets up and implements operational plans in accordance with vision, objectives, goals, strategic plans and the Board of Directors resolutions as well as allocate resources efficiently and effectively while cultivating a corporate culture that promotes innovation creation in order increase BAFS’s long-term. BAFS’s strategy implementation shall be monitored every 6 months.
- To stipulate and review structure and composition of the Board of Directors as well as appropriate proportion of directors and independent directors to ensure their consistency with the Company’s business objectives and strategic plans.
- To establish a nomination and selection process to appoint transparent directors and President and a development process for directors, President and senior executives in order to ensure that they have knowledge, skills, experience and attributes that are necessary for driving the organization toward the achievement of goals and to monitor and oversee human resource management and development in order to ensure appropriate number of workforce, knowledge, skills, experience and incentives.
- To set appropriate remuneration for the directors and executives by benchmarking their roles and responsibilities against those of other companies in the same industry. Such remuneration shall be consistent with BAFS’s strategies, short-term and long-term goals and operating results.
- To oversee and deal with conflict of interest which may occur between the Company and the Board of Director, the management or shareholders as well as misuse of the Company’s assets, information, opportunities and transactions entered into with BAFS’s related persons in order to ensure compliance with laws, criteria and official regulations.
- To impose, oversee and monitor compliance with the Anti-Corruption Policy and anti-corruption practice guidelines, actions taken upon receipt of complaints and whistleblowing procedures at all organizational levels and for external parties.
- To ensure that BAFS has effective risk management, internal control and internal audit systems in order that BAFS’s operations would comply with relevant laws and standards.
- The independent directors shall independently exercise their discretion in strategy determination, management, use of resources, committee appointment and operational standard setting. The independent directors shall be ready to oppose actions of other directors or the management in the event of conflict that affects equality of all shareholders.
- Whether for their benefits or benefits of others, the Company’s directors shall not conduct businesses or be directors or executives or shareholders of companies conducting the same business and competing with the Company unless such directors notify shareholders meeting or the Board meeting of such matters prior to the appointment resolution. In this regard, Company’s director shall take director positions for no more than 5 listed companies.
- To keep the Company’s internal information confidential and shall not use such information for their benefits or benefits of others as well as refrain from trading in securities for at least 30 days before and 1 day after the announcement of financial statements.
- BAFS’s directors shall report without hesitation to the Company in the events as follows:
- (1) The director or related person having direct or indirect interests which are related to the Company or its subsidiaries’ business operations
- (2) Increase or decrease in shares or debentures of the Company or affiliated companies
- To appoint a Corporate Secretary to provide suggestions related to laws and regulations, to undertake documentation and to maintain documents related to the Board meeting and shareholder meeting as well as to perform other duties as required by laws.
- To have the financial reports and other reports prepared in accordance with relevant rules, standards and practices. The accurate, adequate and equitable information shall be disclosed to stakeholders in a timely manner. In the meantime, the shareholders are entitled to participate in making decision on the Company’s important issues.
- The Board of Directors may consider hiring external consultants to provide suggestions or assists the Board of Directors. The consultants’ information including their independence or non-conflict of interest shall be reported to the Board of Directors and disclosed in the Annual Report.
- Roles and responsibilities of the Board of Directors and the management are clearly separated from each other in terms of structures and duties. In this regard, letters of delegation of authority identifying clear scope of authority are prepared for executives. Meanwhile, the Company communicates such roles, duties and responsibilities to related persons regularly.
- 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.
- The Board of Directors clearly defines a Conflict of Interest Policy in BAFS’s Code of Conduct and establishes procedures to monitor transactions that may cause conflict of interest and regulations regarding connected transaction in accordance with the regulations of the SEC. In case any transaction must be approved by the Board of Directors and/or shareholders meeting, such transaction will be firstly reviewed, screened and commented by the Audit Committee. However, in case the Board of Directors’ opinion is different from the Audit Committee’s, BAFS shall disclose their different opinions as well. In this regard, the Company’s directors who have interests in any agenda item, shall not be entitled to vote such agenda item.
- BAFS disclosed information regarding its connected transactions with persons who may have conflict of interest in 2019. The Board of Directors viewed that all connected transactions were reasonable, fair and at arm’s length also beneficial to BAFS’s business. The pricing is based on normal business operations and in compliance with the SEC regulations as shown in Topic “Connected Transactions”.
- BAFS has adequate and appropriate internal control system and workforce to conduct its internal control efficiently. Meanwhile, BAFS monitors and oversees its subsidiaries’ performance to ensure that they are able to protect assets from wrongful actions or without authority of their directors and executives. In 2019, no significant internal control system failures were found. Its detail is shown in Topic: “Summary of Opinions Concerning Internal Control System of 2019”.
- The Board of Directors defines the Risk Management Policy by focusing on implementation of risk management process throughout the organization to support BAFS’s achievement of objectives according to its strategic plans. The Corporate Risk & Strategic Management Office undertakes risk management monitoring to ensure that every department complies with risk management process and measures success of strategic objectives on a yearly basis. In addition, BAFS sets risk indicators as early warnings and has relevant persons establish corrective measures to improve better performance before a crisis occurs and any correction cannot be done. In this regard, the Risk Management Committee 108 considers and summarizes risk management performance, while the Audit Committee reviews such summary and reports it to the Board of Directors on a quarterly basis.
- To assess effectiveness of internal control and risk management systems, BAFS sets up the Internal Audit Unit to conduct audits on internal control and risk management systems as well as provide assurance and advice fairly and independently to increase value and improve BAFS’s operations. The Internal Audit Unit also prepares an auditing report for the Audit Committee and a management report for the President. In addition, the Board of Directors and the Audit Committee review adequacy of internal control and risk management systems and regularly provide comments on such matters on a yearly basis.
- To assess effectiveness of internal control system, the Internal Audit Unit reviewed incident indicators or risk factors affecting objectives and risk management approaches of operators to ensure accurate and appropriate risk identification and assessment. Meanwhile, the Internal Audit Unit ensures systematic risk management and reports risks to relevant persons in a complete and timely manner while continually reviewing risks on a quarterly basis.
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