1. Determination of Board Structure, Qualifications, and Director Nomination
The company’s governance structure consists of the Board of Directors and the executives. The Board of Directors includes the Chairman, Vice Chairman, and directors in a number appropriate to the size of the company’s business and operations, with a total of no fewer than five members. Additionally, there must be no fewer than half of the directors who are non-executive directors, and at least one-third of the total number of directors must be truly independent from management and free from any business or other relationships that could influence their independent judgment.
The Board of Directors appoints a number of directors from the Board to serve on sub-committees to perform special duties, considering the roles and responsibilities of the sub-committees in comparison with the qualifications of each director. Currently, the Board of Directors has appointed four sub-committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nomination Committee, and the Environmental, Social, and Governance Committee.
In the nomination of directors, the Board of Directors emphasizes transparency in recruiting qualified individuals to serve as directors. The Corporate Governance and Nomination Committee is assigned to determine and review the qualifications of directors, which include: 1) General qualifications, 2) Specific qualifications that are beneficial and aligned with the company’s strategies and business operations, and 3) Qualifications of independent directors, as well as setting additional criteria to comply with the requirements of the Stock Exchange of Thailand.
- The general qualifications include:
- Not being mentally incapacitated or insane.
- Not having been sentenced to imprisonment by a final judgment, except for offenses committed through negligence.
- Not having been adjudged or ordered by a court to have assets forfeited to the state.
- Not being or having been bankrupt.
- Being able to dedicate sufficient time to the company and not being a director in more than five listed companies.
- Having integrity and accountability.
- Making decisions based on information and reasoning.
- Having maturity, stability, and the courage to express differing and independent opinions.
- Adhering to principled and professional standards.
- Other characteristics deemed important by the Corporate Governance and Nomination Committee.
- Specific Knowledge and Expertise: The committee ensures the board has a diverse mix of skills, gender, and experience, including knowledge of the company’s business, accounting and finance, management, strategy formulation, business decision-making, marketing, corporate governance, and legal matters.
- Independent Director Qualifications: Independent directors must meet general and specific qualifications and comply with the “Practices for the Board of Directors of Banpu Public Company Limited B.E. 2552 (7th Amendment, B.E. 2567).” Independent directors must hold no more than 0.5% of the total voting shares of the applicant, major company, subsidiary, associate, major shareholder, or controlling person of the applicant, including shares held by related persons of the independent director.
The Corporate Governance and Nomination Committee is responsible for screening and nominating directors, considering diversity in the structure and composition of the Board in terms of experience, knowledge, and specific expertise that align with the company’s business strategies, without restrictions on gender, race, nationality, or religion. A Board Skill Matrix is also prepared and used as one of the tools in the nomination process to enhance the efficiency of recruiting qualified directors who are beneficial to the company’s business operations.
2. Performance in Director Nomination
In 2024, the Board of Directors of Banpu Public Company Limited consists of a total of 13 directors: 5 independent directors (38%), 7 non-executive directors (53%) including directors with knowledge of the company’s business, and 1 executive director. The Corporate Governance and Nomination Committee has reviewed the qualifications and suitability of directors whose terms of office expire every three years and proposed to the Board of Directors for approval to nominate them for re-election at the Annual General Meeting of Shareholders. In the 2024 Annual General Meeting of Shareholders, three directors were elected by the shareholders:
1. Mr. Buntoeng Vongkusolkit
2. Mr. Verajet Vongkusolkit
3. Mr. Ongart Auapinyakul
The Corporate Governance and Nomination Committee reviewed the qualifications and suitability of the directors whose terms of office had expired and found that all three directors were qualified and aligned with the company’s business strategies, with good performance records. Therefore, they were successfully proposed to the Board of Directors to be nominated for re-election at the 2024 Annual General Meeting of Shareholders.!
Fiduciary duty
Fiduciary duty generally means a professional practice to act in a position of trust, good faith, candor and responsibilities on behalf of involved parties.
Process and Criteria for Nominating Directors
The Board of Directors has assigned the Corporate Governance and Nomination Committee to be responsible for selecting directors to replace those whose terms have expired or to fill vacant positions for other reasons.
Independent Directors Qualifications
Banpu Public Company Limited has defined the definition of Independent Directors, based on the criteria specified by the Securities and Exchange Commission of Thailand .
Company Secretary
The Board of Directors has appointed Mr. Virach Vudhidhanaseth as Company Secretary, whose duties and responsibilities are as stipulated in the Securities and Exchange Act (No.5), B.E. 2559, an amendment of the Securities and Exchange Act B.E. 2535.