It is the policy of the Board of Directors to comply with relevant laws, the objectives, the Articles of Association, and the resolutions of the shareholder’s meetings; and to adhere to and comply with the 2017 Principles of Good Corporate Governance of Listed Companies as specified by the Stock Exchange of Thailand (SET) and the criteria under the Corporate Governance Report of Thai Listed Companies (CGR) of the Thai Institute of Directors (IOD), as well as internationally accepted criteria such as the ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard).

The Corporate Governance Committee is mandated to monitor, consider, and give recommendations for the continuous improvement of the Corporate Governance Policy to ensure that it is up to date and consistent with any new regulation prescribed and notified by the regulatory authority, and propose the same to the Board for approval. Board Meeting no. 12/2018 dated December 18, 2018. reviewed the Good Corporate Governance policy as recommended by the Corporate Governance Committee. It was the third revision to ensure that the Company’s Policy was consistent with the recommendations of IOD for the improvement of Good Corporate Governance based on the 2018 Corporate Governance Report of Thai Listed Companies (CGR Report 2018). The policy was also disseminated on the Company’s website at http://www.bcpggroup.com/storage/download/cg/policy/bcpg-cg-policy-2018-th-02.pdf

Compliance with Good Corporate Governance policy

It is the Company’s policy to strictly adhere to and comply with the Principles of Good Corporate Governance. Accordingly in 2018, its efforts were rewarded with the following recognition:

  • Rated “Excellence“ by the 2018 Corporate Governance Report of Thai Listed Companies (CGR) by IOD. It was an upgrade from “Very Good” in 2017.
  • Achieved a score of 98 for quality in convening the 2018 Annual General Meeting (AGM Checklist) by the Thai Investors Association.
  • Maintained its membership of Thailand’s Private Sector Collective Action Coalition against Corruption (CAC).
  • Selected by Thaipat Institute among top 100 listed companies with outstanding Environmental, Social, and Governance (ESG100) performance in 2018. And received the Best Coperate Governance 2018, Thailand from World Finance Magazine, United Kingdom.
  • The Company and its subsidiaries in Thailand maintained its international standard certification as follows:
    • ISO 9001: 2015 International Standards for Quality Management System
    • ISO 14001: 2015 International Standards for Environmental Management
    • ISO/IEC 27001: 2013 International Standards for Information Technology Security

BCPG implements its Corporate Governance Policy by adhering to the following five principles:

Principle 1 Rights of Shareholders

The shareholders are entitled to participate in BCPG’s ownership by exercising their rights to appoint directors to perform duties on their behalf and have the right to exercise their votes on significant changes. The Board recognizes and emphasizes such rights by encouraging them to exercise their rights, and refrains from violating or depriving them of their rights, for example:

  • Every shareholder is to be granted and encouraged to exercise their basic rights, which include the right to purchase and transfer shares, the right to receive dividends, the right to access information, the right to attend shareholders’ meetings, and other lawful rights.
  • The shareholders may propose meeting agenda items, nominate a qualified director of the Company, or raise questions, request explanation, and express their opinions in advance to the Company. With respect to the 2018 AGM, the Company published a notice on the SET website and the Company’s website on September 1, 2017. Upon the deadline of December 31, 2017, or four months in advance, no issues were proposed from the shareholders for agenda items.
  • Invitations for meetings, agenda items, and information related to the matter to be discussed will be sent to shareholders in advance for them to review the information before the meetings. With respect to the 2018 AGM, BCPG sent the meeting notices and the 2017 annual report (in the form of CD ROM) to shareholders at least 21 days before the meeting and published them in a newspaper for three consecutive days and at least three days before the meeting, and the information was made available on the Company’s website 33 days before the meeting.
  • The resolutions of the shareholders’ meeting are announced on SET’s website and the Company’s website immediately, or at the latest on the following business day, in order for shareholders to be promptly informed of the resolutions of such shareholders.
Principle 2 Equitable Treatment of Shareholders

The Board recognizes that all shareholders must be treated equally and therefore has established the following guidelines:

  • Shareholders are entitled to vote in accordance with the number of shares that they hold.
  • Shareholders are to receive necessary and sufficient information in an equitable, fair, and timely manner. Information is also available in English for communication with foreign shareholders and investors.
  • Shareholders are to treated in an equitable and fair manner in accordance with the rights provided by law or the 2017 Principles of Good Corporate Governance of Listed Companies prescribed and notified by the SEC Office.
  • In entering into a connected transaction, the Company is to carefully review the reasons and necessity before doing so, in accordance with the approval process and in compliance with the criteria prescribed by the regulatory authority, the opinion of the Audit Committee, and as disclosed in the annual report and the annual registration statement (Form 56-1) to ensure that shareholders and stakeholders are fully informed.
  • Shareholders may contact independent directors with respect to any matter concerning their rights, whistleblowing, and complaints as follows:

    (1) Violation of law, fraud , violation of the Company’s articles of association, or violation of ethics of directors, executives, and employees

    (2) Irregularities of financial reports and the internal control system

    (3) Issues impacting the Company’s interest or reputation.

    These can be done through the various channels determined by the Company and the criteria disseminated on the Company’s website at:

    Whistleblowers or complainants can put forward their cases via the Company’s website under

    http://www.bcpggroup.com/th/corporate-governance/whistleblowing-channel Or the following channels :
    1. Sealed letter to the attention of the Chairman of the Audit Committee at: BCPG Public Company Limited 2098 M Tower Building, 12th Floor Sukhumvit Road, Phra Khanong Tai, Phra Khanong Bangkok 10260 Or e-mail: auditcommittee@bcpggroup.com
    2. E-mail to:
      • The Audit Committee and Head of Internal Audit
        e-mail: ico@bcpggroup.com
        (whistleblowing about personnel)
      • Chairman of the Board, Chairman of the Corporate Governance Committee, and Company Secretary
        e-mail: cg@bcpggroup.com
        (whistleblowing or complaints of individuals or people to
        (1) President (2) Board members and/or (3) subcommittee members)
    3. Telephone
      • Head of Internal Audit, Tel: +66(0) 2335-8906
      • Company Secretary, Tel: +66(0) 2335-8941.
Principle 3 Roles of Stakeholders

The Company is committed to ensuring legal rights under applicable laws and equitable and fair treatment in its operation for all stakeholders: shareholders, customers, business partners, competitors, employees, creditors, government agencies, as well as local communities and society as a whole. The Board has formulated policies and put in place guidelines for the treatment of each group of stakeholders as a basis for its operations, for example, recognizing human rights and fair labor treatment, overseeing and protecting against the infringement of intellectual properties and copyrights, fair treatment of business partners or competitors, cultivating awareness and consideration of any potential impact that may arise as a result of the operation on the local community, society, and the environment. The Board promotes cooperation between the Company and its stakeholders in forging prosperity, financial stability, and business sustainability, as well as establishing channels for communication with each group of stakeholders. The Board has established a procedure governing whistleblowing and the lodging of complaints in respect of any violation of the law, the code of conduct, or behavior bordering on corrupt practice of any person in the organization. Activities are organized to cultivate the policy and best practices in anti-corruption on an annual basis. The Company has also initiated a social enterprise business operation by partnering with agricultural co-operatives to operate solar farms (the Solar Cooperation Project).

BCPG is committed to operation based on international standards and quality, including regular development/ improvement of various work systems. It has requested the certification of quality system standard ISO9001 of all power plants in Thailand since the beginning of their operation. At present, its power plants in Thailand are certified under the new version of ISO 9001: 2015.

With respect to the preservation and protection of the environment, BCPG has engendered and emphasized a corporate culture for all employees to ensure that they are aware that, in taking any action, consideration must be given to prevent any adverse impact on the environment, the local community, and society as a whole, and to minimize any potential adverse impact by putting in place appropriate monitoring and supervision procedures to ensure confidence and reliability. In addition, BCPG is certified by ISO 14001:2008 for environmental management, with which its compliance must be regularly reviewed by an independent certification body. The Company and its subsidiaries are certified under the new version of ISO 14001: 2015

Principle 4 Disclosure and Transparency

BCPG will disclose key information, whether financial or non-financial, in an accurate, complete, timely, and transparent manner through equitable, reliable, and readily-accessible channels by adopting the following guidelines:

  • BCPG is committed to the equitable disclosure of information to the shareholders, financial institutions, securities companies, investors, those who wish to use the information, and the public. Emphasis is placed on communication that is transparent, accurate, complete, timely, and regular. The policy on information disclosure covers every mode of communication that has been adopted by the Company, including annual reports, quarterly performance reports, news releases, press conference documents, letters to the shareholders, and its website.
  • BCPG will not disclose any material information that has yet to be made public to unauthorized employees, any persons, or other parties (including investors, the media, and analysts) until such information has been disclosed to the public.
  • BCPG will refrain from giving information relating to the operating results that affects the price of the shares or benefits any particular party during the period before the submission of the financial statements to SET.
  • BCPG assigns the director supervising Investor Relations to be in charge with communicating and coordination with analysts, investors, and any other persons who wish to receive financial information, operating results, the financial position, and any transaction that affects the Company.

During 2018, BCPG participated in activities organized by SET in disseminating information to investors on “Opportunity Day”, organized an event to give clarification on the quarterly operating results to analysts from various institutions on “Analyst’s Meeting Day”, prepared press releases, displayed a booth in “SET in the City”, and held regular meetings with institutional investors on the “One-on-One Meeting” to provide information as requested.

Activities Number of Activity
Analyst Meeting 4
Opportunity Day and SET Digital Roadshow 5
Company Visit and Conference call 41
Roadshow/Conference 4
Site Visit 1
SET in the City 1
Principle 5 Responsibilities of the Board of Directors

Directors are required to perform their duties with responsibility, integrity, honesty, and in compliance with the law, objectives, and articles of association, as well as the resolutions passed by the meetings of the Board and shareholder’s meetings. The directors’ role is the management and supervision of the business in the best interests of the Company, ultimately leading to sustainable growth. Directors are to be accountable to the other stakeholders for the performance of their duties and are to be independent from the management. In addition, the Board has appointed subcommittees to perform the duties of investigation and screening of specific assignments in support of the Board. Highlights of the activities of the Board in 2018 were as follows:

  • The five subcommittees, namely (1) Audit Committee (2) Nomination and Remuneration Committee (3) Corporate Governance Committee (4) Enterprise-wide Risk Management Committee and (5) Investment Committee held meetings to screen various issues according to their scopes of duties and responsibilities as stipulated by the Board, as well as additional assignments in order to reach due conclusion of the issues and submit them to the Board for further approval or acknowledgment.
  • The Board convened monthly meetings, in total 12 times, to consider and follow up on operational matters, investment, and for the management to report on the monthly operating performance which had been proposed by subcommittees and submitted to the Board for approval.
  • A workshop was held between the Board, the top management, and international leading advisors to review the strategy and strategic plans for the next three to five years to establish the short-term and the long-term directions of BCPG.
  • The Board arranged for the monthly operating results and financial statements to be prepared on a quarterly basis, as well as the report of the Audit Committee that is related to the financial statements.
  • The Board arranged for the independent directors to convene meetings at least twice a year to make recommendations or proposals to the management for improving and enhancing the effectiveness of operations.
  • The Board arranged for legal advisors, both the Company’s own or outside, to regularly provide briefings on the laws or notifications applicable to listed companies.
  • The Board put in place an internal control system and adopted risk management measures, as well as conducting a regular review and assessment of the system and measures, and had the annual report prepared for the Board and the management for acknowledgment to improve efficiency in the operation.
  • The Board underwent regular self-development, including seminars and courses relevant to the Board’s responsibilities, as well as educational trips to leading foreign companies to exchange knowledge on new technology and innovation.

Supervision of the Operation of Subsidiaries and Associated Companies

BCPG adopted a corporate governance policy for its subsidiaries and associated companies and arranged for the executives who had been delegated to represent itself as directors of the subsidiaries and associated companies (“representative directors”) to sign for acknowledgment of the duties and responsibilities as specified under this policy. The representative directors who are responsible for overseeing the subsidiaries and associated companies for the Board must rgularly report the operating results of the subsidiaries and associated companies to the meetings of the Board.

The corporate governance policy on the subsidiaries and associated companies, as well as the companies in which BCPG holds shares (collectively the “joint ventures”) can be summarized as follows:

  1. BCPG will delegate the representative directors in accordance with its equity in a joint venture to supervise and ensure that the joint venture complies with the law, the good corporate governance policy, the corporate governance policy of joint ventures, as well as the other policies of the Company.
  2. The representative directors in a joint venture must seek approval from the Board before casting votes at meetings of the board of the joint venture. (If a joint venture is not a subsidiary or associated company of the Company, the representative directors may cast votes after approval is granted by the President.)
  3. If a joint venture which is a subsidiary plans to enter into any transaction which constitutes an acquisition or disposal of assets or a connected transaction and, as a result, approval must be sought from a meeting of the Board, or the company must undertake any act as required by the relevant notification of SET and/or SEC, it must enter into such transaction after approval is granted by the meetings of the Board and/or the shareholders meeting and/or the relevant regulatory authority, as applicable.
  4. Those joint ventures that are also subsidiaries of BCPG must put in place an internal control system, risk management system, and anti-corruption system, as well as measures for monitoring their operating results.
  5. Those joint ventures that are also subsidiaries of BCPG must disclose accurate, complete, and reliable information on their operating results and financial positions, as well as other information required, to the regulatory authority and relevant government agencies, investors in general, and the public.

Supervision of the Company’s Directors, Executives, and Employees for the Use of Inside Information Resulting in Market Misconduct

  • BCPG has established a policy and procedures to supervise its directors, executives, and employees on using inside information that has not been disclosed to the public for personal gains with the following guidelines:
    1. Disclosure of information that may negatively affect investors and the capital market, such as statement, dissemination, or disclosure of false information, or leading to misunderstanding, including analysis/forecast using false information or distorted information.
    2. Taking advantage of other investors by using the information acquired in advance for BCPG’s securities trading.
    3. Fabrication of securities prices in transactions, leading to the public’s misunderstanding of the prices or the amount of trading, as well as securities trading that distorts the prices or amount of trading from the normal market situation.
    4. Sending of orders for securities trading into SET’s securities trading system causing delay/interruption to the system or the use/the permission for the use of a nominee’s account as unfair treatment relating to securities trading.
  • The directors and executives are notified to acknowledge their duties to disclose reports on securities holding and the advanced securities trading contracts under Article 59 of the Securities and Exchange Act B.E. 2535 of themselves, their spouses, their cohabitation partners (1), children under legal age (2) and legal entity in which they, persons according to (1) and (2) hold over a combined share of 30% of the total voting rights of the entity and the combined shareholding has the highest volume in the entity as held in the Company and its subsidiaries at a Board meeting every time there is a change (purchase, sale, transfer, and acquisition). They are to notify BCPG without delay.
  • The trading of BCPG securities is prohibited for at least one month before the public disclosure of any information relating to its financial statements or the financial position, as well as the disclosure of any other material internal information which may affect the price of the securities, to the public (blackout period). The restriction is also enforced at least three days after such disclosure, and the disclosure of such material information to any other person is also prohibited.
  • Any violation of the above policy and procedures by using inside information to seek personal gains shall be subject to disciplinary action, ranging from written warning, wage deduction, temporary suspension from work without pay, or dismissal, to the extent permissible by law. The intention and the seriousness of the offense will be taken into consideration.

Remuneration of the Auditor

For the accounting period ended December 31, 2018, BCPG paid the auditor, namely KPMG Phoomchai Audit Co., Ltd. and its group, remuneration of THB 2.2 million, consisting of the audit fee of THB 1.10 million, and the non-audit fee of THB 1.10 million.