Corporate Governance Factsheet

1 Shareholder Rights and Equitable Treatment

1.1 Annual General Meeting (AGM)

At AGMs, the Board of Directors has a policy to facilitate the provision of complete, clear, sufficient, and timely information. The company provides details on the date, time, venue, and agenda of the meeting, as well as the rules used in the meeting, on the company’s website well in advance. Shareholders have the right to propose items for inclusion in the meeting agenda and to nominate directors in advance of the meeting.
The Board of Directors encourages shareholders and institutional investors to attend and exercise their voting rights at meetings or to appoint a proxy to attend the meeting on their behalf. If shareholders are unable to attend, they can appoint any person or an independent director to vote on their behalf. The Board supports shareholders in using proxy forms that allow them to specify their voting directions.
Shareholder meetings are allocated appropriate time, allowing shareholders to exercise their rights to appoint directors individually, express opinions, request explanations, or ask questions equally.

1.2 The Prevention of Conflict of Interest and Use of Inside Information

The Board of Directors and executives report their holdings of Banpu securities, including those of their spouses, minor children, and related entities, to the Board at the next meeting after their appointment. Subsequently, if directors or executives, including their spouses, minor children, and related entities, engage in transactions involving Banpu securities, they must report these transactions at the next Board meeting. The report on securities holdings of directors and executives is included as an agenda item at every Board meeting, with the company secretary responsible for compiling and preparing the report monthly.
The company considers it the responsibility of directors, executives, and employees to strictly adhere to the policy on the use of inside information, especially information not yet disclosed to the public or information affecting business operations or share prices. The policy prohibits directors, executives, and employees from using opportunities or information obtained from their positions for personal gain or to conduct business competing with the company or related businesses. It also prohibits the use of inside information for personal benefit in trading company shares or providing inside information to others for trading company shares. In 2024, the company organized communication activities to build awareness about compliance with this policy throughout the year. These activities were incorporated as part of the corporate governance policy and code of conduct communications, delivered through various internal communication channels to executives and employees at all levels (100%) as well as to all directors (100%). For directors in particular, special emphasis was placed on refraining from trading the company shares prior to financial statement disclosures.
The company has a policy that directors, executives, their spouses, minor children, and any person who has access to significant inside information affecting the company’s share price must not trade the company’s securities during the one month before the financial statements or other information affecting the company’s share price are disclosed to the public. They must not trade the company’s securities until 24 hours after the information has been disclosed to the public. The company secretary is responsible for notifying directors and executives in advance of the blackout period each time.
In 2024, the company secretary explained to newly appointed directors and executives the requirements for reporting of their interests (or those of related persons) in relation to management of the company as stipulated by the Capital Market Supervisory Board. The company secretary also monitors and ensures that directors and executives update their interest reports accurately, completely, and promptly throughout the year, compiling and reporting these interests to the Board.
The Board of Directors has a key policy to prevent directors, executives, and employees from using their positions for personal gain or engaging in transactions that may create conflicts of interest with the company.

2 The Role of Stakeholders and Sustainable Business Development

2.1 Responsibility to Stakeholders

The company has announced the implementation of a Whistleblower Policy to protect complainants and foster a transparent organizational culture. The policy establishes channels for receiving corporate governance related complaints, covering all stakeholder groups through a complaint system on the company’s website. Complaint information is sent directly to the Chairman of the Corporate Governance and Nomination Committee at [email protected] and/or the Secretary of the Corporate Governance and Nomination Committee at [email protected], where it is regularly monitored. Summary reports are presented quarterly to the Corporate Governance and Nomination Committee (a subcommittee that includes an independent director, Mr. Piriya Khempon), and annually to the Board of Directors. Records are maintained to document the resolution of complaints in the system, with follow-up on the details of various complaint cases. Preventive measures are also developed to prevent recurrence of similar complaints in the future. In 2024, there were no complaints from stakeholders, and no significant cases of violations of corporate governance policy and code of conduct were found.
The company has set policies and practices for employees to ensure fair treatment for employees of all nationalities and languages in terms of opportunities, compensation, appointments, transfers, capacity development, and maintaining a safe working environment for employees’ lives and property. The company adheres to adequate and appropriate safety, occupational health, and environmental measures to prevent loss of life from accidents, injuries, and illnesses related to work. The company has announced its HR Philosophy, which is based on three key principles: Equitability, Performance-based, and Competency-based.
The company promotes an equal employment opportunity approach without discrimination, encompassing people with disabilities and underprivileged groups. In 2024, the company employed a total of 5 people with disabilities, who were assigned roles in employee welfare (relaxation massage services) and document-related tasks. This aligns with the company’s policy on employing people with disabilities, ensuring compliance with the legally mandated number of hires from these groups.
The company aims towards becoming a “Lifelong Learning Organization” by creating an environment that systematically and sustainably integrates knowledge, skills, and creativity. The company promotes learning and development throughout employees’ career paths to ensure everyone recognizes their own value, has clear growth trajectories, and receives opportunities to learn new skills aligned with business directions. In 2024, the company provided an average of 34 training hours per person for employees and executives in Thailand through various internal courses, engagement activities, and communications via the company’s internal portal covering diverse topics such as leadership, digital and artificial intelligence skills, sustainability principles (ESG), environmental protection and waste management, anti-corruption, workplace safety and occupational health, etc.
The company has set policies and practices for customers in the code of conduct, committed to strictly adhering to contracts made with customers by delivering products and services that meet customer expectations at fair prices, providing accurate, sufficient, and timely information, strictly complying with customer conditions, and establishing systems and processes for customers to file complaints about the quality, quantity, and safety of products and services, as well as providing guidance on the effective and beneficial use of the company’s products and services.
The company has a policy to treat suppliers and/or creditors equally and fairly, considering the best interests of the company and based on fair returns for both parties, avoiding situations that create conflicts of interest, and adhering to commitments, providing truthful information, accurate reports, and negotiating problem-solving and solutions based on business relationships.
The company has set policies and practices for competitors in the code of conduct to align with international standards, under the framework of laws related to fair trade practices, and not to infringe or acquire competitors’ trade secrets through fraudulent means.

2.2 Driving Business Toward Sustainability

The company has established a Sustainable Development Policy to affirm its role as a good corporate citizen, committed to social responsibility, adhering to rules, regulations, and ethics, and treating all parties correctly and fairly.
The company has a policy to conduct business beneficial to the economy and society, aiming to balance business growth with community, social, and environmental development, adhering to laws and relevant regulations, and continuously striving to improve the quality of society, both independently and in collaboration with the government, community, and various non-governmental organizations.
The company is committed to fully complying with environmental management laws and regularly monitoring changes in legislation. We are dedicated to continuously improving our operations to reduce environmental impacts. To drive the company towards achieving the United Nations Sustainable Development Goals (SDGs), we have established an Environmental Policy. This policy is communicated to executives and employees at all levels (100%) to promote their knowledge and understanding through email, internal portal, and various internal communication channels.
The company has established transparent and fair supplier management and selection guidelines that align with its Sustainable Supply Chain policy to achieve the goal of creating sustainable value throughout the entire supply chain.
The company has announced the Anti-Corruption Policy and conducts corruption risk assessments covering all countries where the company invests, including subsidiaries and joint ventures. Measures to prevent such risks are implemented and reported to the Risk Management Committee. The company also continuously communicates and educates employees about Anti-Corruption Policy and other related policies such as the Standard Manual Practice on Giving and Receiving Gifts, Entertainment, or Other Benefits. In 2024, the company organized communication activities to raise awareness of compliance with these policies throughout the year via company’s internal portal and various internal communication channels to executives and employees at all levels (100%). Additionally, the company issued a letter requesting external parties to refrain from giving gifts to the company’s directors, executives, and employees.
In 2024, the company did not find any cases of wrongdoing or receive any complaints regarding fraud or corruption.

3 Disclosure and Transparency

The company maintains a website in both Thai and English, providing comprehensive and up-to-date information about the company.
The company prepares Sustainability Report in accordance with the GRI Sustainability Reporting Standards, which is annually verified by an external agency to ensure compliance with GRI Standards. Additionally, the company summarizes key sustainability-related information in the 56-1 One Report.
The Company has established an Investor Relations department to facilitate shareholders and external investors in accessing company information. The Investor Relations department is responsible for direct communication with shareholders, investors, and securities analysts, both domestic and international. Ms. Kesara Tangwirottham serves as the Head of Investor Relations.

4 Responsibilities of the Board of Directors

4.1 Structure and Composition of the Board of Directors

As of 31 December 2024, the Board of Directors comprised a total of 13 members, including 5 independent directors (38%), 7 non-executive directors (54%), and 1 executive director (8%).
The Board of Directors consists of 12 male directors (92%) and 1 female director (8%).
The Board of Directors includes non-executive directors with relevant experience in the company’s business, including Mr. Chanin Vongkusolkit and Mr. Ongart Auapinyakul.
The Chairman of the Board is a non-executive director, with the appointment of a Lead Independent Director, Mr. Teerana Bhongmakapat, to co-determine the agenda for board meetings.
The Chairman of the Board is not the same person as the Chief Executive Officer.
The Chairman of the Board does not serve as the chairman or member of any sub-committees.
The Chairman of the Audit Committee is an independent director.
The Chairman of the Corporate Governance and Nomination Committee is a non-executive director.
The Chairman of the Compensation Committee is a non-executive director.
The Chairman of the Environmental, Social, and Governance (ESG) Committee is an independent director.

4.2 Criteria for Directors Holding Positions in Other Companies

The company stipulated that directors could hold positions in no more than 5 listed companies, as part of the general qualifications for directors outlined in the Practices for the Board of Directors of Banpu Public Company Limited B.E. 2552, Section 5.1, Paragraph 5, General Qualifications of Directors, effective since December 19, 2014.
In 2024, no director held positions in more than 5 listed companies.

4.3 Board Meetings

The company scheduled board meetings in advance each year, with the company secretary notifying the board of the annual board calendar in mid-year (around August) for the following year’s meetings, allowing directors to allocate time and attend meetings efficiently.
The Board of Directors holds at least one meeting per month, scheduled for the last week of each month, except for February and December, when meetings were scheduled for the second week of the month. Additional meetings were held as necessary, with a clear agenda and comprehensive supporting documents provided at least 7 days in advance to allow directors sufficient time to review the information before attending the meetings.
In 2024, the Board of Directors held a total of 12 meetings, with an average attendance rate of 98.72%. Additionally, one executive session was held exclusively for non-executive directors without management presence, with 11 non-executive directors attending.

4.4 Board Duties

Review and approve the company’s vision, mission, and strategy, and monitor management’s implementation of the strategy. The progress of strategic implementation was a regular agenda item at monthly board meetings. Management was tasked with reviewing annual and strategic plans, with the board providing recommendations or comments for adjustments or improvements as needed.
Approve corporate governance policy and code of conduct, with annual reviews conducted by the Corporate Governance and Nomination Committee, which then presented them to the board for approval. The board ensured consistent communication and adherence to these policies. In 2024, executives and employees at all levels (100%) received communications regarding the essential elements of the corporate governance policy and code of conduct through various communication channels such as email, Internal Portal system, CG E-Learning courses, and CG Day activities, etc. Additionally, communications were delivered to all directors (100%), with particular emphasis on topics relevant to the board’s duties, such as handling confidential information that may affect share prices, refraining from trading the company share prior to financial statement disclosures, and board performance evaluation, among others.
Monitor the performance assessment of the full board, sub-committees, and individual directors, with reports submitted to the board annually.
Conduct an annual performance evaluation of the Chief Executive Officer (CEO) using goals and criteria linked to the strategic plan and annual work plan. This is to determine appropriate compensation and incentive measures. The Board of Directors sets the performance goals and key performance indicators (KPIs) for the CEO, with initial review and input from the Compensation Committee. The Compensation Committee evaluates the CEO’s performance and presents the preliminary evaluation results to the Board of Directors for consideration at the end of each year.
Regularly review CEO succession plans presented by the Chief Executive Officer.
Prepare the Report of the Board of Directors’ Responsibilities for the Financial Statements, to be disclosed in the Financial Report alongside the Independent Auditor’s Report.

4.5 Board Performance Evaluation

The Company requires performance assessments of the full Board of Directors, all committees, and individual directors. The policy mandates that the Board of Directors conduct a self-assessment at least once annually to help directors review their performance, issues, and obstacles faced during the past year, and to enhance the Board’s effectiveness in accordance with good corporate governance principles. The assessment criteria are disclosed in the annual report.
The Secretary of the Corporate Governance and Nomination Committee is responsible for distributing assessment forms (full board and individual director) to all directors for their annual assessment. After each director completes the assessment, the forms are returned to the Secretary of the Corporate Governance and Nomination Committee, who compiles, summarizes, and analyzes the results before reporting to the Board of Directors for consideration.
For committee assessments, the secretary of each committee directly distributes the assessment forms to committee members. After completion, the forms are returned to the respective committee secretary, who compiles, summarizes, and analyzes the results before reporting to the Board of Directors for consideration.
In 2024, the full Board performance assessment achieved an average score of 4.68 (out of 5), with all categories scoring in the excellent range (between 4.5-5.0). Meanwhile, the individual director assessments averaged 4.56 (out of 5), and the performance assessments of all four committees—the Audit Committee, the Compensation Committee, the Corporate Governance and Nomination Committee, and the Environmental, Social, and Governance Committee—achieved an overall average score of 4.65, placing them in the excellent category.
The Board of Directors has acknowledged the results of the evaluations for the full Board, committees, and individual directors, along with analysis and recommendations. The Board expressed satisfaction with these assessment results and exchanged views during Board meetings to address identified issues and seek development approaches that will maximize benefits for the Company in the future.

4.6 Development of Directors and Executives

Ensure that management facilitates orientation session for new directors by preparing necessary documents and information for performing their duties, covering key issues including: introduction to the company’s businesses and operations, roles and responsibilities of directors, corporate governance policies and practices, risk management, as well as arranging visits to various operational sites to enhance perspective and prepare new directors for their oversight duties. The company maintains a policy that all new directors must receive orientation.
Oversee executive development programs, with the Chief Executive Officer reporting annually to the board on the activities conducted during the year, allowing the board to consider these alongside succession planning.