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 0.73 percent. In addition, the proportion of shares held by domestic and foreign institutional investors is approximately 9 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 2018, the AGM was held on April 26, 2018, attended by the Chairman of the Board of Directors, Chairmen of all Subcommittees, Managing Director, 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 a 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 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 in which each candidate holds directorship categorized into listed companies and general companies, director nomination criteria and process, types of director proposed for nomination, director meeting attendance, number of years in office in case of proposing the appointment of existing directors, which is reviewed and screened by the Nominating and Corporate Governance Committee.
- Agenda Item on Director Remuneration: BAFS provides details regarding remuneration schemes and amounts as well as the policy and criteria for determination of director remuneration, which are reviewed and screened by the Remuneration Committee.
- Agenda Item on Appointment of Auditor: BAFS provides details regarding auditor’s name, audit firm, experience, capabilities, independence, audit fee, number of years for audit service (in case of appointing the existing auditor) or reasons for changing the auditor (in case of appointing a new auditor) and methods for considering appropriateness of audit fee, which is reviewed and screened by the Audit Committee.
- Agenda Item on Profit Allocation and Dividend Payment: BAFS provides details regarding profit allocation and capital reserve, amount of dividend payment, reasons and supporting information in accordance with the Dividend Payment Policy as well as 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 in which BAFS gives shareholders opportunities to select directors individually.
Procedures after the Shareholders Meeting
- BAFS 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 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 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 2018 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 Managing Director 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 2018, 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 as 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 2018, BAFS achieved a 96.6 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 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 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:
Employee Development Policy
As the aircraft refuelling service provider, BAFS must necessarily have employees who possess knowledge, capabilities, skills and specific expertise and keep abreast of ongoing changes in circumstances and information to ensure access to beneficial information. For this reason, BAFS places importance on the development of employees’ knowledge and capabilities by imposing a policy and practice guidelines for treatment of employees regarded as stakeholders who are crucial for its business success as follows:
- Stipulate regulations concerning employee compensation and benefits
- 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
- Provide appropriate compensation and benefits including salary, annual bonus, provident fund, and life, accident and health insurance to employees
- Prepare employee orientation programs and training courses on Code of Conduct, Anti-Corruption Policy, core values, safety and quality systems as well as basic knowledge to ensure new employees’ capabilities before taking on-the-job trainings
- Ensure a systematic human resource development policy and apply a competency model as a standard for human resource development plans in various forms such as competency and potential assessment, training roadmap, individual development plan, career development plan, job rotation and job transfer, succession plan and successor development plan
- Arrange education promotion projects such as scholarships provided to employees, domestic and overseas training programs and study visits
- Promote ethical behaviors by arranging a “Good Corporate Governance” training program for employees, encourage its employees to practice Dharma at the Young Buddhists Association of Thailand and arrange various training programs regarding ethical behaviors as deemed appropriate.
- Arrange internal activities to campaign and foster core values, for example, employee relations and security support activities. Moreover, to raise employees’ awareness of the importance of core values and implement good behavior guidelines underlying the core values in the same direction which will help support treatment of stakeholders, BAFS has its employees take a core value test for a 100 percent score, of which the average score in 2018 was 94.37 percent.
Additionally, BAFS supports its employees to acquire new knowledge by having them regularly attend training programs and conduct study visits both domestically and internationally. The employees, therefore, can apply their additional knowledge and experiences and pass them on to others. BAFS also targets to strive itself toward become a learning organization in the future.
Number of Employee Training Hours
In 2018, there were 505 BAFS’s employees with 20,004 training hours or an average of 39.61 man-hours More details regarding Human Resource Development Programs and Innovation-Driven Knowledge Management for Sustainability can be found in the 2018 Annual Report.
- Society, Community and Environment
- Society and Community
BAFS indicates the community and society 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 consists of activities categorized into 6 main categories. Their performance results in 2018 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, is a collaboration of networks between the community, the organization and local agencies to create a community database, establish community health promotion and care processes and raise community awareness of good health which can be achieved by themselves.
- Family and Elderly
The participatory action research project to develop and promote capacity of village health volunteers to take care of their family and elderly in the community and the membership of networks between the community, the organization and local agencies working in community elderly care.
- Education, Religion and Culture
Education support, arrangement of outdoor education field trips, scholarship support, preservation of Thai tradition and culture through Buddhist activities such as robe offering and off-season offering in collaboration with public and private agencies, praying and chanting, listening to sermons and Dharma practice activities, participation in community religious and cultural activities in different occasions and budget support for community cultural activities.
- Career Promotion and Income Generation
The career creation project for communities as well as housewife and elderly groups, which is 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
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 provides 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 more than 11 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 2018 Sustainability Report or on the website: www.bafsthai.com
BAFS protects the environment, promotes efficient resource utilization in all business processes and encourages the 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 practices
- BAFS shall deem 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 2018, BAFS implemented the above mentioned policy by taking actions to reduce greenhouse gas emissions such as the changing of light bulbs project phase 3 to use light emitting diode instead, which was expected that the project could reduce 26 tCO2e of greenhouse gas emissions. BAFS also prepared its carbon footprint report for the year 2018, with the total volume of greenhouse gas emissions accounting for 5,238 tons of carbon dioxide equivalent (tCO2e) and participated in Thailand Voluntary Emission Reduction Program (T-VER), organized by Thailand Greenhouse Gas Management Organization (Public Organization) (TGO) to support the private sector to achieve greenhouse gas emission reductions, which can be counted as carbon credits, through verifiable processes. With its efforts to reduce greenhouse gas emissions, 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, 2018.
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 supports and promotes efficient resource utilization among its employees. In 2018, BAFS raised employees’ awareness of efficient electrical 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.
More details regarding Environmental and Energy Conservation Training Programs can be found in the 2018 Annual Report
- Society and Community
- Regulators: BAFS compiles 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.
In 2018, BAFS received prestigious awards such as National Outstanding Organization Awards for Workplace Safety, Health and Environment for its three operating areas, namely Don Mueang Aviation Fuel Storage and Into-plane Refuelling Station for the the 12th consecutive year, Suvarnabhumi Into-plane Refuelling Station for the 10th consecutive year and Suvarnabhumi Aviation Fuel Storage Station for the 8th consecutive year.
Occupational Health and Safety in Working Conditions
BAFS 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 conditions
- 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
- 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, 2018 of an estimated 5,401,359 man-hours. BAFS’s safe working hour target was 6,000,000 man-hours. The latest accident occurred on September 8, 2013 for which BAFS had already taken corrective and preventive actions.
In 2018, 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.
Moreover, BAFS arranged training programs for occupational health and safety in working conditions, including trainings on workplace health and environment, fire drill, annual fire evacuation rehearsals as required by laws, emergency planrehearsals 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.
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
- 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
- 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.
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 Managing Director will be presented together with the Auditor Report in the Annual Report. In 2018, 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 2018, there were significant activities as follows:
- Joining the Opportunity Day for 4 times
- Inviting the executives to participate in television and radio programs for 3 times
- Arranging 24 Company Visits for institutional investors, general investors, analysts and shareholders
- Arranging 3 Site Visits for shareholders and investors
- Providing the Company’s information for Credit Rating Review for 1 time
- Arranging 2 shareholders’ newsletters
- 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 comprised 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 Managing Director 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 Managing Director, 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 Managing Director, shall take director or managing director 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.
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 Subcommittees 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 2018, BAFS had no records of breaches of laws, rules and regulations of the SEC and the SET.
- To consider and review BAFS’s vision, objectives, main goals, strategies, policies, core values as well as resource allocation. In 2018, the Board of Directors reviewed BAFS’s vision, mission and strategies.
- To ensure that BAFS creates sustainable value encompassing good long-term returns, conducts its business with ethics and be 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 Managing Director 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 a development process for directors, Managing Director 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, delegation of authority letters identifying a clear scope of authority are developed of the management. 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 2018. 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 2018, no significant internal control system failures were found. Its details are shown in Topic “Summary of Opinions Concerning Internal Control System of 2018”.
- 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 strategic plans. The Corporate Risk & Strategic Management Office undertakes risk management monitoring to ensure that every department undertakes 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 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 Managing Director. 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
Board of Directors Meeting
The Board of Directors schedules annual Board meetings, which are notified to all Board members, in advance to allow them to allocate their time for meeting attendance. There shall be the maximum number of 5 meetings per year, which are appropriate for the duties and responsibilities of the Board of Directors and its business nature. However, special meetings may be held as deemed necessary. The Chairman of the Board of Directors together with the Managing Director shall determine a meeting agenda whereas all board members are entitled to propose agenda items independently. In 2018, BAFS held 5 Board of Directors meetings. Each director attended meetings regularly.
Details of meeting attendance of the Board of Directors and Subcommittees are shown in Topic “Board of Directors”.
- BAFS delivers a meeting invitation letter with clear and adequate supporting documents for each agenda item to the directors for at least 5 working days in advance to ensure their sufficiency of time for studying all details prior to the meeting.
- Final decision of the Board of Directors meeting is reached by a majority vote. Each director has one vote, except for the director having interests in the matter who is not entitled to vote for such matter. In the event of a tie of vote, the Chairman shall give a casting vote. Moreover, BAFS stipulates a quorum for a Board meeting whereby not less than two-thirds of the total number of directors must attend the meeting.
- In each Board meeting, the Chairman allots sufficient time for the management to propose issues and directors to discuss circumspectly and thoroughly on the issues. The Chairman also encourages the meeting to exercise discretion carefully. Moreover, the Board of Directors allows the Managing Director to invite the management, who are relevant to proposed issues, to attend the meeting for clarifying and providing additional information. In addition, directors can require more information from the Corporate Secretary. The Board of Directors may allow the Company to propose opinions of external consultants or experts as deemed necessary.
- The Corporate Secretary prepares meeting minutes with complete and accurate details such as names of directors who attend and who are absent from the meeting, substantial summary of discussed issues, opinions of each director as well as resolutions of the Board of Directors. All details are to be clear for shareholders’ inspection as required by laws. BAFS also provides a good and careful meeting minutes filing system.
- Each director shall attend at least 75 percent of the total number of meetings each year.
Chairman of the Board of Directors and Managing Director
The Chairman of the Board of Directors is the director, who is neither the executive director nor the Managing Director, does not have any relationship with the management. Their roles, authorities and duties are clearly segregated. The Chairman of the Board is an independent director whose duties are as follows:
- Consider a Board of Directors meeting agenda with the Managing Director and ensure that Board members receive clear, accurate, complete and timely information prior to the meeting to appropriately assist in their decision making.
- Be a leader of the Board of Directors and a chairman of the Board of Directors meeting
- Conduct a Board of Directors meeting according to the agenda, the Company’s Articles of Association and applicable laws
- Allocate sufficient time and encourage all Board members to discuss and exchange opinions freely with discretion and concern for all stakeholders
- Summarize Board of Directors resolutions and further actions clearly
- Arrange a Board of Directors meeting without the presence of the executive directors
- Lead a shareholders meeting according to the agenda, the Company’s Articles of Association and applicable laws by allocating sufficient time and giving shareholders opportunities to express their opinions equally and ensure appropriate and transparent responses to the shareholders’ inquiries
- Support and be a role model in compliance with the Good Corporate Governance and Anti-Corruption Policy and Code of Conduct
- Enhance good relationships between the executive directors and non-executive directors and between the Board of Directors and the management.
- Oversee information disclosure and transparent management in the event of conflict of interest
- Oversee appropriateness of the Board of Directors’ structure and composition
- Oversee the overall performance of the Board of Directors, Subcommittees and each individual director to ensure their efficiency and effectiveness and achievement of objectives as planned
- Perform specific duties of the Chairman of the Board of Directors stipulated by laws
- Ensure that all directors take part in promoting ethics and good corporate governance in core values
The Managing Director is the head and leader of BAFS’s management, directly reporting to the Board of Directors to achieve objectives of policy and strategic plans as specified
Non-Executive Director Meeting
The Board of Directors encourages non-executive directors to meet each other as deemed necessary in order to discuss various issues receiving much attention without participation of the management. In 2018, there was one meeting of non-executive directors without participation of the management to discuss about subsidiaries’ investments, held on December 19, 2018. The meeting results were notified to the Managing Director.
Self-Assessment of the Board of Directors
BAFS arranges assessments of the Board of Directors and Subcommittees on a yearly basis. The performance assessments of the Board of Directors and Subcommittees are divided into 2 categories, namely a collective assessment of the Board of Directors and an individual self-assessment. The Subcommittes, including the Remuneration Committee, the Nominating and Corporate Governance Committee, the Risk Management Committee and the Corporate Sustainability Committee, uses collective assessments. The assessment forms of the Board of Directors and all Subcommittees contains assessment criteria which are aligned in the same direction and regularly revised to ensure their appropriateness.
With regard to the assessment process of the Board of Directors, the Corporate Secretary and Subcommittees’ Secretaries deliver assessment forms to directors, which will be later returned to the Company. BAFS will not disclose names of assessors to ensure independence of directors. Furthermore, BAFS will present assessment results to the Board of Directors meetings for their mutual consideration and determination of improvement guidelines for better performance. In 2018, assessment results of the Board of Directors and Subcommittees were rated “very good to excellent”, with details as follows:
- Collective performance assessment results of the Board of Directors showed an average score of 99 percent.
- Individual performance assessment of the Board of Directors showed an average score of 97 percent.
- Collective performance assessment results of the Audit Committee showed an average score of 99.6 percent
- Individual performance assessment results of the Audit Committee showed an average score of 98.4 percent.
- Performance assessment results of the Remuneration Committee showed an average score of 99.8 percent.
- Performance assessment results of the Nominating and Corporate Governance Committee showed an average score of 99.8 percent.
- Performance assessment results of the Risk Management Committee showed an average score of 98.6 percent.
- Performance assessment of the Corporate Sustainability Committee showed an average score of 99.8 percent.
The criteria for collective performance assessment of Board of Directors include 9 main topics as 1. Structure and qualifications of the Board of Directors; 2. Roles, duties and responsibilities of the Board of Directors; 3. Appointment of directors and subcommittee members; 4. Board of Directors meeting; 5. Shareholders meeting; 6. Report of information; 7. Relationship with the management; 8. Director self-development and executive development; and 9. Suggestions. Furthermore, BAFS regularly arranges an assessment of the Board of Directors meeting efficiency after each meeting.
Its results will be informed in the next meeting. In 2018, the overall results were rated “very good to excellent”.
Performance Assessment of the Managing Director
BAFS arranges a Managing Director performance assessment form on yearly basis whereby the Remuneration Committee conducts such assessment and presents its results to the Board of Directors for approval. The summary of the Managing Director performance assessment is kept confidential. The criteria for Managing Director performance assessment are divided into 3 parts as 1. BAFS’s profits; 2. BAFS’s strategic plans; and 3. Behavior and management. The assessment results are used for the Managing Director’s salary adjustment, whereby its details will be further proposed to the Remuneration Committee and the Board of Directors for approval.
Remuneration of Director: BAFS’s Remuneration Committee is responsible for considering remuneration provided to its directors. The remuneration determination process is explicitly and transparently defined and approved by the Shareholders meeting. The director’s remuneration is adjusted to be appropriate with duties and responsibilities assigned and in the same range of businesses in the industry or businesses of similar size. Meanwhile, it is high enough to maintain qualified directors as required. In addition, BAFS’s director who is assigned to undertake more duties will receive higher remuneration.
Remuneration of the Managing Director: the Board of Directors approves remuneration of the Managing Director, consisting of short-term remuneration such as monthly remuneration and bonus, and long-term remuneration whereby it is firstly screened by the Remuneration Committee in accordance with the employment contract. Key Performance Indicators (KPIs) are applied for annual performance assessment of the Managing Director as well as performance assessment of the directors and executives by using actual performance during January to December, comprising:
- Part 1 BAFS’s profits
- Part 2 BAFS’s strategic plans, covering financial, customer and stakeholder, internal process and learning and development perspectives
- Part 3 Behavior and management and other criteria approved by the Board of Directors
For such performance assessment, the Managing Director, who is an executive director and has interest in the matter, does not take part in the consideration. The Chairman of the Board of Directors will inform the Managing Director of the results.
Remuneration of Executives and Employees: BAFS determines remuneration of executives and employees in accordance with the principles and policy stipulated by the Board of Directors, which is aligned with BAFS’s profits in each year and performance results of each executive and employee by implementing Key Performance Indicators (KPIs) system.
BAFS discloses remuneration of the Board of Directors and top executive in the topic “Management Structure - Remuneration of Director and Executive”. In 2018, remuneration of employees was 590,133,807 Baht in total.
Director and Executive Development
- BAFS promotes and facilitates its directors and executives by providing them with training programs to ensure their performance improvement consistently.
- The Board of Directors develops guidelines for the Good Corporate Governance and Anti-Corruption Policy and Code of Conduct, which are distributed to all directors. To ensure their up-to-date, the contents are regularly improved. The Board of Directors then acknowledges crucial criteria regarding the Board of Directors and Subcommittees as well as major policies and important information of BAFS and is able to ensure more effective corporate governance.
- BAFS organizes orientation programs for new directors whereby the Managing Director and relevant executives together with the Corporate Secretary and Investor Relations Division present information regarding shareholding structure, organizational structure, business characteristics, BAFS’s operations, important financial information, the Corporate Group information, the Board of Directors Meeting and other information such as relevant criteria for good corporate governance, anti-corruption and criteria of the SET and the SEC.
- BAFS arranges orientation programs for newly-appointed executives whereby the Corporate Secretary presents information such as the policy and criteria related to good corporate governance, anti-corruption and criteria of the SET and the SEC.
- BAFS places importance on enhancing knowledge and capabilities of all directors and executives by encouraging them to attend trainings or seminars related to directors such as programs organized by the Thai Institute of Directors (IOD). In 2018, there were 4 directors attending the IOD training programs, namely M.R. Supadis Diskul attending the Board Nomination and Compensation Program (BNCP), Class 5/2018; Mr. Surachai Piencharoensak and Mr. Kongsiam Chinwanno attending the Director Accreditation Program (DAP), Class 145/2018 and Class 150/2018, respectively; and Mr. Nitinai Sirismatthakarn attending the Director Certification Program (DCP), Class 258/2018.
The Board of Directors recognizes that human resource, especially at the management level, is one of the key factors contributing to the achievement of sustainability in its organizational management. Therefore, BAFS promotes the implementation of succession planning policy to have successors manage the organization systematically. In addition, as competent human resource at the management level can greatly contribute to its organizational growth, BAFS then defines a nomination and selection process based on explicit, tangible and transparent criteria, which are consistent with the Code of Conduct, in order to achieve its organizational goals. BAFS arranges appropriate and transparent guidelines for nomination and selection process of candidates to fill in executive and senior executive-level positions in advance.
To ensure that BAFS selects candidates who are ethical, competent and well-prepared in all aspects to build and improve its competitiveness in a continuous and sustainable manner, it then sets criteria for consideration and selection of successors as follows:
- Managing Director
The Nominating and Corporate Governance Committee shall nominate and select both internal and external competent candidates by considering experience in energy business or related businesses, skills and specific qualifications in various fields necessary for BAFS’s business, high leadership capacity, vision, management knowledge and capabilities aligned with core values and beneficial to the business.
- Deputy Director/Assistant Director and Director
When Deputy Director/Assistant Director and director positions are going to be vacant, BAFS shall nominate and select competent employees at department manager level by implementing the following procedures:
- Evaluate competence of qualified candidates
- Arrange professional tests including English proficiency, ability and aptitude, managerial thinking, work presentation and vision communication, and interviews conducted by the candidate screening committee comprising senior executives.
- Set up an executive development plan for the chosen executives to ensure their preparedness for the vacant positions
- Specify a probation period upon taking the positions and systematically conduct performance assessments by means of the KPIs upon the completion of probation period.
Given that succession planning, as one of the key elements of sustainable good corporate governance, offers a solution to a shortage of employees in key positions, therefore, BAFS therefore periodically assesses the situations and conducts forecasts as well as consistently nominated, developed and prepared replacement employees.
- Managing Director