It is the policy of the BCPG Board of Directors to comply with relevant laws, the objectives, the Articles of Association, and the resolutions of shareholders’ meetings, as well as 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 mandatedtomonitor, consider, and give recommendations on 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. BCPG Board Meeting No. 13/2562 dated December 17, 2019, reviewed the Good Corporate Governance policy as recommended by the Corporate Governance Committee. It was the fourth 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 CGR Report 2019. The policy was also disseminated on the Company’s website at http://www.bcpggroup.com/storage/ download/cg/policy/bcpg-cg-policy-th.pdf
Compliance with Good Corporate Governance
It is the Company’s policy to strictly comply with the Principles of Good Corporate Governance. Accordingly, in 2019, its efforts were rewarded with the following recognition:
- Rated for another year as “Excellence” by the 2019 Corporate Governance Report of Thai Listed Companies (CGR) organized by IOD.
- Achieved a score of 100 for quality in convening the 2019 AGM (AGM Checklist) by the Thai Investors Association.
- Maintained its membership of Thailand’s Private Sector Collective Action Coalition against Corruption (CAC).
- Consistently recognized by Thaipat Institute as one among the 100 listed companies with outstanding Environmental, Social, and Governance (ESG 100) performance in 2019.
- International Business Magazine awarded BCPG as follows:
- Best Renewable Energy Company – South East Asia 2019
- Most Innovative Renewable Energy Company – South East Asia 2019
- Best Managed Company – Energy Sector
- Most Innovative Renewable Energy Company
- Awarded with “Innovative Power Technology of the Year – Thailand” by Asian Power
- Awarded with an honorary plaque for six clean-energy power plant projects for BCPG Solar Energy Group, which participated in voluntary greenhouse gases reduction under Thailand’s standard (T-VER), organized by the Thailand Greenhouse Gas Management Organization (Public Organization).
- 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.
The details of good corporate governance practices that have been materialized, based on the principles of good corporate governance for listed companies in 2017 by the Securities and Exchange Commission (SEC), covering all principles of the eight categories, are summarized as follows:
With guidelines and recommendations provided by the Board, the management team 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 by focusing on improvement and leveraging strong foundations of the organization to forge competitiveness and add value to multiple stakeholders in the long run.
Balance of power for independent directors/ non-executive directors
- Eight independent directors, equivalent to 66.7 percent of all directors:
1.) Gen. Kanit Sapitaks, 2.) Gen. Utis Sunthorn, 3.) Gen. Sakda Niemkham, 4.) Ms. Vilai Chattanrassamee 5.) Dr. Pankanitta Boonkrong 6.) Mr. Narin Kalayanamit 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:
1.) Mr. Pichai Chunhavajira (Chairman) 2.) Mr. Chaiwat Kovavisarach (Vice-Chairman) 3.) Mr. Thammayot Srichuai (Member of the Investment Committee).
- One executive director: Mr. Bundit Sapianchai (President).
The details of the qualifications and biographies of directors, Board composition, independent director nomination process, and other information regarding the Company’s directors and its sub-committees are shown under “Management Structure” of this annual report.
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. The objectives of this policy are to enable appropriate selection under specific situations and for a certain time 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 duties, complete terms, or leave positions, thus minimizing the risk or impact of management discontinuity. BCPG, therefore, has prepared a succession plan for a suitable person to be selected by the Nomination and Remuneration Committee or the management under the rules and procedures of the Company.
In addition, to optimize 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 their criteria are met.
BCPG is committed to paying attention to all groups including stakeholders, shareholders, customers, 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. BCPG continues organizing activities to cultivate policies and best practices on anti-corruption every year. 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).
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 in all power plants in Thailand from 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.
Finally, in 2019 the Company initiated the Life for BCPG project by developing an application to motivate employees to care of the environment by conveying their daily activities.
Risk management policy
The Board of Directors has implemented a risk management system for all relevant aspects to cover risks related to the vision, goal, business strategy, finance, production, and other operation by assessing the 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 teams and reporting the performance to the Board quarterly, reviewing or evaluating the effectiveness of risk managementat the department level annually, or at any time on the corporate level when the level of risk hasbeen 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”), summarized as follows:
- 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”). They are expected to ensure that business is in compliance with laws, good corporate governance and governance of joint-venture operation.
- 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.
- An approval by BCPG’s Board of Directors is required when a subsidiary company plans to acquire or dispose of assets or related-party transactions that need pre-approval from the BCPG Board or comply with regulations of a SET or SEC announcement. The BCPG Board’s approval, the shareholders’ meeting’s approval, or approval of related regulatory agencies, or all of them, is needed (as applicable).
- A joint venture that is a subsidiary company must implement an internal control system, risk management system, and fraud prevention system, including specifying appropriate monitoring of the performance of subsidiaries and associates.
- A joint venture that is a subsidiary company must disclose as accurately, completely, and credibly as possible information about the operating performance and financial position, including various information. The information must be reported to regulatory agencies, government agencies, and other related parties, as well as external investors and the public.
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 2019, 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.
|Opportunity Day and SET Digital Roadshow (organized by SET)||4|
|Investors’ company visits and conference calls||16|
|Domestic and international roadshows with shareholders and investors||3|
|Shareholders’ and investors’ site visit||1|
Supervision of Directors, Executives, and Individuals on Abuse of Inside Information and Unfair Conduct
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:
- 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.
- Taking 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.
- 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, minor children and their juristic persons 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 at once.
- Establishes a Blackout Period to prohibit directors and executives from trading securities at least a month ahead of the public disclosure of financial statements, financial position, the Company’s 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.
- 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.
- 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.
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.
- Creating an advance opportunity for shareholders to propose meeting agenda and nominate a director (or directors) of the company, pose questions, request explanation, and express their opinions appropriately. At the 2019 AGM, BCPG announced the rights granted to shareholders through the SET website and the Company’s website on September 1, 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 2019 AGM.
- 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 2019 AGM, held on April 9, 2019, BCPG sent the invitation letter to the shareholders 21 days before the meeting and continuously advertised the meeting invitation in newspapers for three days in advance of the meetingdate, including posting all the information on the Company’s website 31 days before the meeting.
- 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” concept.
- 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.
- 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:
- Shareholders are entitled to vote according to their numbers of shares.
- 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.
- Shareholders are treated fairly and equally under the Good Corporate Governance Code 2017 as announced by SEC.
- 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.
- 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.
Or other channels 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 : firstname.lastname@example.org
- E-mail to
- Audit Committee and Chief of Internal Audit e-mail: email@example.com (To report about employees)
- Chairman, Chairman of Corporate Governance Committee, and Company Secretary e-mail: firstname.lastname@example.org (To report tips or personal complaints about 1) President, 2) Directors and/or 3) Sub-committees)
- Phone number to: Chief of Internal Audit Office Phone number : 02 - 335 - 8906
- Phone number to: Company Secretary Phone number : 02 - 335 - 8941