BCPG Board of Directors adheres to the policy, complying with applicable laws, objectives, Articles of Association, and resolutions of shareholders' meetings, as well as the 2017 Principles of Good Corporate Governance of Listed Companies specified by the Stock Exchange of Thailand (SET) and the criteria set under the Corporate Governance Report of Thai Listed Companies (CGR) of the Thai Institute of Directors (IOD). It also ensures that internationally recognized criteria, e.g., the ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard), are met. The Corporate Governance Committee is required to monitor, consider, and render recommendations to achieve continuous improvement of the Corporate Governance Policy, ensuring that it is contemporary and consistent with new regulations prescribed and informed by the regulatory authority, and propose the same to the Board of Directors for further approval. BCPG Board Meeting No. 1/2564 held on January 19, 2021, has reviewed the 2020 Good Corporate Governance policy as recommended by the Corporate Governance Committee. It was the fifth revision to reaffirm that the Company's policy was consistent with the recommendations given by the IOD for the improvement of good corporate governance based on the Corporate Governance Report of Thai Listed Company 2020 (CRG Report 2020). In this regard, the policy was also published on the Company's website: www.bcpggroup.com/storage/download/cg/policy/20210127-bcpg-cg-policy-th.pdf

Compliance with Good Corporate Governance

The policy requires BCPG to actively comply with the Principles of Good Corporate Governance; and, in 2020, its efforts were rewarded with recognition, establishing pride among all personnel in terms of corporate governance. The success can be summarized as follows:

  • Consecutively rated for the third year as "Excellence"a by the 2020 Corporate Governance Report of Thai Listed Companies (CGR) by the Thai Institute of Directors (IOD).
  • Achieved a score of 100 for quality in convening the 2020 Annual General Meeting (AGM Checklist) by the Thai Investors Association.
  • Maintained its membership of Thailand's Private Sector Collective Action Coalition against Corruption (CAC), which expires every three years. The membership has been renewed for another term, which will be valid for another 3-year term, starting from December 31, 2020, until December 31, 2023.
  • The Thaipat Institute recognized BCP Gamong ESG 100 securities group for another year in 2020, citing outstanding performance in Environment, Social, and Governance aspects among listed companies.
  • BCPG and its subsidiaries in Thailand maintained their international standard certification as follows:
    • ISO 9001: 2015 International Standard for Quality Work Management System
    • ISO 14001: 2015 International Standard for Environmental Management
    • ISO/IEC 27001: 2013 International Standard for Information Technology Security
    • OHSAS 18001:2007, and in 2020, BCPG and its subsidiaries have successfully migrated to ISO 45001:2018, International Standard for Safety and Vocational Health Management System.

Good corporate governance practices that have been materialized in accordance with the principles thereof for listed companies in 2017 by the Securities and Exchange Commission (SEC), which cover the eight categories of the principles are detailed with guidelines and 2020's operational results as follows:

Principle 1 Establish Clear Leadership Role and Responsibilities of the Board

The Board of Directors has clearly determined the responsibilities of the Board itself and those of various sub-committees since the Company's establishment. It clarified the duties and responsibilities of the management under the regulations and good corporate governance guidelines for BCPG Group in response to various changes in the business with aims to develop a corporate governance policy, a code of business ethics, and a code of ethical conduct for the directors, executives, and employees. Further, a charter was developed for every sub-committee to specify general qualifications and essential specialized knowledge of the directors, independent directors, office terms and termination for the Board, operating policies, authority scope, responsibility, meeting management, and voting of the Board / sub-committees.

Principle 2 Define Objectives that Promote Sustainable Value Creation

With guidelines and recommendations provided by the Board, the management is required to prepare and present the business direction, corporate strategy plans, schedules, budgeting, and required manpower to the Board for open discussion and concurrence before obtaining approval of BCPG Group's annual business plan, including risk assessment and forecasts. Furthermore, BCPG values sustainable development by formulating a strategic plan for the next five years. On August 18, 2020, the Company held a corporate strategic meeting by emphasizing 3 work facets, including (1) tasks, by planning to enhance the value of power plants, power plant investment plans, and new business investment plans; (2) finance, by financially planning to ensure consistency with predetermined investment plans. In 2020, the Company has gathered financial contributions from existing shareholders and selected investors to reaffirm the sufficiency of cash flow for future plans; and (3) personnel, by developing and preparing all personnel to cope with changeable situations, as well as focusing on improvement and leveraging strong foundations of the organization to forge competitiveness through online platforms. Moreover, it also offered internal training and access to external courses to the personnel of Bangchak Group, and upgraded internal systems to heighten work efficiency.

Principle 3 Strengthen Board Effectiveness

Balance of power for independent directors / non-executive directors

The BCPG Board of Directors has specified an appropriate number and proportion of independent directors for the business. As of December 31, 2020, BCPG had a total of 12 directors consisting of:

  • Eight independent directors, equivalent to 66.7% of all directors

    1) Gen. Kanit Sapitaks, 2) Gen. Utis Sunthorn, 3) Gen.SakdaNiemkham, 4) Ms.VilaiChattanrassamee 5) Mr. Narin Kalayanamit1 6) Mr. Kritsada Jinavijarana2 7) Prof. Dr. Suchatvee Suwansawat 8) Mr. Thaworn Ngamgankwan, with independent directors number 2, 4 and 5 serving as the Audit Committee.

  • Three non-executive directors, equivalent to 25.0% of all directors, comprising of:

    1) Mr. Pichai Chunhavajira (Chairman)
    2) Mr. Chaiwat Kovavisarach (Vice-Chairman)
    3) Mr. Thammayot Srichuai

  • One executive director, equivalent to 8.3% of all directors, comprising of: Mr. Bundit Sapianchai (President)

Remarks
1. The Board of Directors at the meeting no. 11/2563 held on August 18, 2020, resolved to appoint Mr. Narin Kalayanamit an audit committee in replacement of Mrs. Pankanitta Boonkrong, who left the position due to expiration of the term of office.
2. The 2020 Annual General Meeting held on July 2, 2020, resolved to appoint Mr. Krisana Chinavicharana a director in replacement of Mrs. Pankanitta Boonkrong, who left the position due to expiration of the term of office.

The details of the qualifications and biographies of each director, Board composition, independent director nomination process, and other information regarding the Company's directors and its sub-committees will be elaborated under "Management Structure"a of this 2020 annual report.

Principle 4 Ensure Effective CEO and People Management

The Board of Directors has established a policy indicating that either external or internal individuals can be selected for the President and Senior Executive Vice President positions (Executive Vice President and higher) should their fundamental qualifications are as required. The objectives of this policy are to enable appropriate selection under specific situations and for a certain period and to prepare personnel within the organization to perform duties on behalf of the President or the Senior Executive Vice President when they are unable to perform their duties, complete terms of office, or leave positions, thus minimizing the risk or impact of management discontinuity. BCPG, therefore, has prepared a succession plan for a suitable candidate to be selected by the Nomination and Remuneration Committee or the management under the rules and procedures set forth by the Company, and proposed to the Board for further consideration.

In addition, to optimize the benefit in the selection of the President and the Senior Executive Vice President positions, the Board has assigned the management to oversee the training and development of senior executives. The Board has additionally established development guidelines with the senior management responsibility rotation to acquire understanding, experience, and readiness in managing the organization as a whole. Those at the Senior Vice President level and higher can apply for selection as the President and the Senior Executive Vice President if they possess qualifications as required.

Principle 5 Nurture Innovation and Responsible Business

partners, competitors, employees, creditors, government agencies, as well as communities and society as a whole so that they may fulfill their lawful rights and obtain fair treatment from BCPG's operations. The Board has stipulated a policy and guidelines for each group of stakeholders to serve as a reference for BCPG's operations, such as human rights, fair labor treatment, prevention of intellectual property and copyright infringement, fair supplier and competitor treatment, and cultivation of awareness of potential impacts on communities, society, and the environment. The Board promotes cooperation between BCPG and stakeholders to create mutual wealth, financial security, business sustainability. Efficient communication channels for each group of stakeholders are established. In addition, BCPG encourages the provision of whistleblowing or complaints from employees and other interested parties regarding illegal acts, ethics, or behavioral issues that may indicate corrupt practices by individuals in the organization (if any). BCPG continues organizing activities to cultivate policies and best practices on anti-corruption every year, and was certified as being a member of Thailand's Private Sector Collective Action Coalition against Corruption Organization of Thailand for another term in 2020 (membership term from 2021 to 2023). It also performs its business operations as a social enterprise by cooperating with agricultural cooperatives to jointly implement solar power plants in various areas (Solar Cooperation Project), or installs solar panels in remote communities.

As for environmental stewardship, BCPG has instilled and emphasized a corporate culture to prevent negative impacts on the environment, communities, and society by monitoring and overseeing to create BCPG's trustworthiness and credibility. BCPG focuses on advancing its operations to meet international standards and quality, including the continuous development and improvement of various work systems by implementing the ISO 9001 quality system and the ISO 14001 environmental management standard to all power plants in Thailand since the beginning. All of BCPG's power plants in Thailand have been audited and certified against the new ISO 9001 and ISO 14001 version of 2015.

In 2020, BCPG has improved activity design to consistently cultivate and encourage environmental awareness among its employees by launching the Zero Waste Diary initiative on the LINE application, providing a platform that welcomes sharing of employee's daily activities to promote environmental responsibilities throughout the year. By sharing an activity, each employee will be rewarded with points based on positive environmental impact contributed. All points obtained will be accumulated and processed on a quarterly basis for a recognition, and will be processed at the final month of each year to appreciate the employees that proactively participated in the activity throughout the year. In this regard, this is to encourage and foster habits of environmental protection among all employees.

Principle 6 Strengthen Effective Risk Management and Internal Control

Risk Management Policy

The Board of Directors has implemented a risk management system that overarches all relevant aspects in order to cover risks related to Company's vision, goals, business strategies, finance, production, and other operations by assessing potential risks, their severity, preventive measures, responsible persons, reporting, monitoring, and evaluation. BCPG appointed an Enterprise-wide Risk Management Committee responsible for overseeing risk management together with the management and reporting the performance to the Board quarterly, reviewing or evaluating the effectiveness of risk management at the department level annually, or at any time on the corporate level when the level of risk has been significantly changed.

Internal Control Policy

The Board has established an internal control system covering all aspects, including finance, operation, laws, rules, regulations, efficient and appropriate checks and balances to protect and maintain the investments of all shareholders, BCPG's assets, hierarchy of control, and a Table of Authority to systematically distribute the authorities and responsibilities of the management and employees by reviewing checks and balances between parties and developing formal written procedures. The Internal Audit Office, an independent unit reporting directly to the Audit Committee, is responsible for auditing the operation of all departments, both business and supporting units, to ensure complete compliance with BCPG's policies and regulations.

Policies Governing The Operation of Subsidiaries and Associated Companies

BCPG has formalized the policies governing the operation of subsidiaries and associated companies for BCPG executives who serve as its representative directors to acknowledge their duties and responsibilities specified in the policy for overseeing such subsidiaries and associates on behalf of the Board. The business and performance results must be summarized and regularly presented at Board meetings. BCPG has established governance guidelines for subsidiaries or associated companies, including affiliates (called "joint-venture companies"a), summarized as follows:

  1. Appointing a representative of the Company to take a director position in a company proportionally to BCPG's shares in each company ("Representative Director of the Company"a). They are expected to ensure that business is in compliance with laws, good corporate governance and governance of joint-venture operation, and other policies of the Company.
  2. The representative directors of the company in each joint-venture company must have the approval of the Board before voting in the board meetings of each such company (this is except that if the joint venture is not a subsidiary or an associated company, the representative director can vote on various subjects only with pre-approval by the BCPG President).
  3. The representative directors of the company in each joint-venture company must have the approval of the Board before voting in the board meetings of each such company. If the joint venture is not a subsidiary or an associated company, the representative director can vote on various subjects only with pre-approval by the BCPG President.
  4. The representative directors of the company in each joint-venture company must have the approval of the Board before voting in the board meetings of each such company. If the joint venture is not a subsidiary or an associated company, the representative director can vote on various subjects only with pre-approval by the BCPG President.
  5. The representative directors of the company in each joint-venture company must have the approval of the Board before voting in the board meetings of each such company. If the joint venture is not a subsidiary or an associated company, the representative director can vote on various subjects only with pre-approval by the BCPG President.

Positions in Subsidiaries and Affiliates

Companies/Directors Mr. Bundit Sapianchai Mr. Niwat Adirek Ms. Sattaya Mahattanaphanij Ms. Phatpuree Chinkulkitnivat Mr. Pavan Siamchai Mr. Charnvit Trangadisaikul Mr. Kongkiat Kanjanapan Mr. Pongsak Chanama
BCPG Public Company Limited ✓ , ✓✓ , ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓ ✓✓✓
Subsidiaries/Affiliates
Bangchak Solar Energy Co., Ltd.
Bangchak Solar Energy (Buriram)
Co., Ltd.
Bangchak Solar Energy (Buriram 1) Co., Ltd.
Bangchak Solar Energy (Chaiyaphum 1) Co., Ltd.
Bangchak Solar Energy
(Nakhon Ratchasima) Co., Ltd.
Bangchak Solar Energy (Prachinburi) Co., Ltd.
Thai Digital Energy Development
Co., Ltd.
BCPG IndoChina
Co., Ltd.
Lom Ligor Co., Ltd.
BSE Power Holdings (Thailand) Co., Ltd.
RPV Energy Co., Ltd.
JKR Energy Co., Ltd.
Aquatist Energy
Co., Ltd.
Lopburi Solar
Co., Ltd.
Prachin Solar
Co., Ltd.
Chula District Cooling Co., Ltd.
(now changed to Pathumwan Smart District Cooling
Co., Ltd.)
BSE Energy Holdings Pte. Ltd.
BCPG Japan Corporation
BCPG Engineering Company
BCPG Investment Holdings Pte. Ltd.
Greenergy Holdings Pte. Ltd.
Greenergy Power
Pte. Ltd.
Star Energy Geothermal (Salak - Darajat) B.V.
Star Energy Group Holdings Pte. Ltd.
Star Phoenix Geothermal JV B.V.
Star Energy Geothermal Holdings (Salak - Darajat) B.V.
Star Energy Geothermal Pte. Ltd.
Huang Ming Japan Company Limited
BCPG Wind Cooperatief U.A.
PetroWind Energy Inc.
Impact Energy Asia Development Limited
Nam San 3A Power Sole Co., Ltd.
Nam San 3B Power Sole Co., Ltd.

Notes :
✗ = Chairman
V = Vice-Chairman
✓ = Director
✓✓ = Executive Director
✓✓✓ = Executive

Principle 7 Ensure Disclosure and Financial Integrity

BCPG will disclose material information, including financial and non-financial data in an accurate, complete, timely, and transparent manner through accessible, unbiased, and reliable channels under the following guidelines:

  • Commitment to providing equitable information to shareholders, financial institutions, securities companies, investors, information users, and the public with transparency, accuracy, completion, timeliness, and consistency. This policy covers all channels, such as annual and quarterly reports on the performance to analysts and general investors, letters to shareholders, Company website, and other media.
  • No disclosure of material information that has not yet been disclosed to the public to unauthorized employees, a group of people, or any other person (including investors, the media, and analysts) until its publicity.
  • Avoid providing information about business performance outcomes that will affect stock prices or benefit any particular person before financial statements are delivered to SET.
  • BCPG has assigned Investor Relations to liaise with shareholders, analysts, investors, and others who need financial information, performance outcomes, financial position, and any transaction information that may affect the Company.

Throughout 2020, BCPG participated in SET activities to disseminate information to investors at the Opportunity Day, organized activities to clarify quarterly performances to analysts from various institutions (Analysts' Meeting Day), and disseminated press releases to welcome institutional investors (One-on-One Meeting activities) who requested an appointment to visit and receive information from the Company.

Activity Amount
Analyst Meeting 4
Virtual Opportunity Day 4
Investors' company visits and conference calls 23
Domestic and international roadshows with shareholders and investors 1

Supervision of Directors, Executives, and Individuals on Abuse of Inside Information and Unfair Conduct on Market Misconduct

BCPG has formalized policies and rules to prohibit individuals with access and possession of unauthorized information to use it for personal or others' benefit. The guidelines are as follows:

  1. BCPG has specified in the Corporate Governance Policy prohibition of behavior deemed unfair for securities trading as follows:
    • Disclosing information that may harm investors and the capital market, such as publicizing or disclosing false or misleading statements, including analysis and forecasts derived from false or misrepresented information.
    • king advantage of other investors by exploiting previously-known unauthorized information for BCPG's securities trading.
    • Manipulating securities prices by trading securities that mislead the public on prices or trading volumes, resulting in price or trading volume abnormality.
    • Submitting trading orders into SET's securities trading system to cause delays or disruption, or use or allowance of a nominee's account for unfair trading practices.
  2. BCPG informs directors and executives of their duties to disclose changes in their securities and derivatives holdings under Section 59 of the Securities and Exchange Act B.E.2535. This disclosure also applies to the holdings of their spouse, cohabiting couple (1), minor children (2) and their juristic persons; (1) and (2) whose combined shares exceed 30% or represent the majority shares of such juristic persons in BCPG and subsidiaries. At every Board meeting they must inform BCPG of the portfolio change (purchase, sell, transfer, or acceptance of transfer) without delay.
  3. Establishes a Blackout Period to prohibit directors and executives from t'rading securities at least a month ahead of the public disclosure of financial statements, financial position, the Companys performance, and other material internal information which will affect securities price changes. This also applies at least three days after the information has been made public. In addition, the rule also prohibits the disclosure of such material information to other parties.
  4. Directors or senior executives who wish to trade the Company's securities must inform Internal Audit at least a day in advance for its quarterly reporting to the Audit Committee.
  5. Establishes disciplinary actions, as permitted by law, for the use of inside information for personal gain. They range from a warning letter, salary deduction, temporary suspension without pay, to dismissal, depending on the intent of the action and the seriousness of the offense.
Principle 8 Ensure Engagement and Communication with Shareholders

The Company respects the rights of shareholders, considering them as owners, whose rights form an integral part of business. They exercise their rights through attending the general meetings/extraordinary general meetings of shareholders and voting on important matters. The Board promotes the exercise of rights and will not violate or deprive the rights of shareholders by using guidelines as follows:

  • Rights to buy and sell shares and rights to profit sharing.
  • Rights to receive timely and sufficient information in suitable formats for a decision that affects the Company and oneself.
  • Rights to attend and vote at shareholders' meetings on important matters, such as appointing directors to act on their behalf, appointing and determining the auditor's fees, and authorizing significant changes of the Company as specified by law or policy. The Company facilitates and encourages shareholders and institutional investors to attend each shareholders' meeting.
  • Any other right which the shareholders should lawfully receive.
  1. Creating an advance opportunity for shareholders to propose meeting agenda and nominate a director(s) of the company, pose questions, request explanation, and express their opinions appropriately. At the 2020 Annual General Meeting, BCPG announced the rights granted to shareholders through the SET website and the Company's website on August 30, 2019. However, as of December 31, 2019, a period of more than four months in advance, no proposal was submitted to the Company for inclusion on the agenda of the 2020 Annual General Meeting.
  2. The shareholders receive a meeting invitation and information on the date, time, and venue from BCPG, as well as the agenda and all relevant information on the subjects that require consideration. On the dividend payment agenda, the company discloses the actual payment amount against that under the policy. BCPG delivered the information in advance to shareholders for their perusal before the meeting. For the 2020 Annual General Meeting, formerly scheduled on April 9, 2020, BCPG published the invitation letters and supporting documents on the website of SET from March 9, 2020 onwards, and delivered the same to its shareholders 21 days prior to the meeting. Nonetheless, due to the outbreak of coronavirus 2019, or COVID-19, it was necessary to postpone the 2020 Annual General Meeting until the spread of the contagious disease was mitigated. In this regard, the 2020 Annual General Meeting was rescheduled to July 2, 2020. BCPG focuses on delivering information in advance for shareholders' review by disseminating the meeting invitation and supporting documents on the website of SET from June 2, 2020, which were over 30 days prior to the meeting, and delivering the meeting invitation via registered mail over 21 days prior to the meeting, and continuously advertised the meeting invitation in newspapers for three days in advance of the meeting date.
  3. Under the provisions of the law and BCPG's rules on the election of directors, shareholders can vote for an individual under the "one share for one vote"a concept.
  4. The Chairman, the Board of Directors, and relevant executives are responsible for attending each shareholders' meeting or extraordinary general meeting (if any) to clarify subjects for shareholders.
  5. After the shareholders' meeting, BCPG disseminates resolutions through various channels, such as the SET website and the Company's website so that shareholders and related parties who did not participate in the shareholders' meeting may receive such information immediately or within the next business day.

Furthermore, the Board of Directors ensures fair and equal treatment of all shareholders. The Company has specified guidelines as follows:

  1. Shareholders are entitled to vote according to their numbers of shares.
  2. Shareholders receive necessary, equitable, fair, and timely information. This also includes the preparation and dissemination of information in English so that BCPG may communicate more widely to international shareholders and investors.
  3. Shareholders are treated fairly and equally under the Good Corporate Governance Code 2017 as announced by SEC.
  4. In the event of significant transactions such as the acquisition or disposal of assets or engagement in transactions with related individuals, BCPG thoroughly reviews the justifications and needs before proceeding with the transaction through a prior approval process. The Company upholds and strictly complies with the rules set forth by regulatory agencies, as well as summarizing important matters, including the Audit Committee's remarks, for disclosure in the annual report and the annual information disclosure form (Form 56-1) for shareholders and various stakeholders.
  5. Communication with independent directors on various subjects relating to their rights, including whistleblowing or complaints regarding the following subjects:
    • Violation of the law and Company rules, corruption, or violations of the code of conduct by directors, executives and employees.
    • Abnormality of financial reports or a defective internal control system.
    • Subjects that affect the Company's interests or reputation.

All subjects can be reported through various channels as specified by the Company. The reporting criteria and methods were published and summarized on the Company's website as follows: Whistleblowing or complaints can be reported via the Company's website at www.bcpggroup.com under the heading: Good Corporate Governance/ Complaint channels via the web link shown below.
www.bcpggroup.com/en/corporate-governance/whistleblowing-channel

QR Code to access the report or complaint channel available on the company's website

Other channels are as follows:

  • Sealed envelope directed to the Chairman of the Audit Committee
    BCPG Public Company Limited M Tower, 12th Floor, 2098 Sukhumvit Road, Phrakhanongtai, Phrakhanong, Bangkok 10260 or e-mail : auditcommittee@bcpggroup.com
  • Email to
    • Audit Committee and Chief of Internal Audit e-mail: ico@bcpggroup.com (To report about employees)
    • Chairman,ChairmanofCorporateGovernance Committee, and Company Secretary
      e-mail: cg@bcpggroup.com (To report tips or personal complaints about 1) President, 2) Directors and/or 3) Sub- committees)

Phone number: Chief of Internal Audit Office 02-335-8906

Phone number: Company Secretary 02-335-8941