Policy and Guidelines
The company places great importance on information disclosure and transparency. It has established policies on information disclosure and transparency in its corporate governance policy. The company also emphasizes accurate, complete, sufficient, reliable, and timely disclosure of financial and other business-related information to shareholders, investors, securities analysts, and the general public regularly.
The Board of Directors is committed to ensuring strict compliance with laws, regulations, and rules related to information disclosure and transparency. When directors or executives trade the company’s shares according to the requirements of the Securities and Exchange Commission (SEC), they must report the information to the regulatory authorities. The company requires directors and executives to report their holdings of the company’s securities upon their initial appointment and to report any changes in their holdings, including those of their spouses, minor children, and related persons, to the Board of Directors regularly. The company mandates monthly reporting of directors’ and executives’ securities holdings, which is included as an agenda item in the Board of Directors’ meetings.
The company has measures to prevent insider trading, outlined in the code of conduct under the section “Conflict of Interest and Confidential Information Protection,” specifically under “Use of Company Information.” It is the responsibility of directors, executives, and employees to strictly adhere to the insider trading policy, especially regarding non-public information or information that affects business operations or stock prices. The guidelines for directors are specified in the Practices for Board of Directors of Banpu Public Limited Company B.E. 2552 and the code of conduct as follows:
- Do not use opportunities or information obtained from being a director, executive, or employee for personal gain or in business competition with the company or related businesses.
- Do not use insider information for personal benefit in trading the company’s shares or provide insider information to others for trading the company’s shares.
- Do not disclose the company’s business secrets to outsiders, especially competitors, even after ceasing to be a director, executive, or employee.
- Directors and executives as defined by the SEC, as well as any person who has access to significant insider information affecting the company’s securities prices, must not trade the company’s securities during the blackout period specified by the company. The guidelines are as follows:
- Directors, executives (including their spouses and minor children), and any person who has access to significant insider information affecting the company’s securities prices must not trade the company’s securities during the one month before the financial statements or other information affecting the company’s securities prices are disclosed to the public and must not trade the company’s securities until 24 hours after the information has been disclosed to the public.
- Directors and executives as defined by the SEC must report changes in their holdings of the company’s securities according to the SEC’s regulations.
Communication, Implementation, and Monitoring
Regarding the development of the insider trading control system, the company has implemented Information Technology (IT) systems to control access to the company’s information from outsiders and to regulate the level of access to the company’s information by employees at different levels according to their responsibilities. In cases where executives or employees are involved in specific tasks related to non-public information and are in negotiation stages, which fall under the category of insider information that may affect the company’s securities prices, those executives and employees will sign a Confidentiality Agreement with the company until the information is disclosed to the Stock Exchange of Thailand and the SEC. The company’s insider trading policy is included in the employee regulations under the discipline and penalties section, which states that any employee who violates or fails to comply with the specified discipline will be considered to have committed a disciplinary offense and will be subject to penalties according to the nature of the offense, including “disclosing the company’s secrets, intentionally damaging the company’s reputation or products, causing the company to suffer damage or lose business opportunities.” Employees who commit such offenses will face severe penalties, including dismissal.
In 2024, the company monitored compliance with the insider trading policy as follows:
- Directors and executives will report their holdings of Banpu securities, including those of their spouses, minor children, and related entities, to the Board of Directors 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 will report the transactions to the Board of Directors at the next meeting each time. The report on directors’ and executives’ securities holdings will be included as an agenda item in every Board of Directors meeting, with the company secretary responsible for compiling and preparing the report for the Board of Directors monthly.
- The company has a policy requiring directors and executives, including their spouses and minor children, as well as any person who has access to significant insider information affecting the company’s securities prices, not to trade the company’s securities during the one month before the financial statements or other information affecting the company’s securities prices are disclosed to the public and not to trade the company’s securities until 24 hours after the information has been disclosed to the public. The company secretary will notify directors and executives in advance of the blackout period each time.
- The company organizes communication activities to raise awareness of compliance with the policy throughout the year, incorporating it into the communication of corporate governance policy and code of conduct through various internal communication channels and media to all levels of executives and employees (100%), as well as communicating to all directors (100%), especially regarding the prohibition of trading the company’s securities before the financial statements are disclosed.
In 2024, there were no cases of violations or non-compliance with the insider trading regulations and asset trading rules of the Stock Exchange of Thailand and the SEC.