Banpu Public Company Limited conducts its business overseen by the Board of Directors with full accountability to the shareholders and other stakeholders, whilst delivering a strong commitment towards the environment and society as a whole. The Board of Directors believes that proper corporate governance is key to ensuring long term and sustainable increase in shareholder value. In addition to compliance with the Company’s Articles of Association, the Securities and Exchange Act, Stock Exchange of Thailand’s Code of Best Practice for Directors of Listed Companies and the Guidelines for Good Corporate Governance, the Board of Directors has set out a governance policy and business code of conduct which have been continuously revised to provide an operational framework for management. Emphasis has been placed on the following principles:
The equitable treatment of shareholders
The Board of Directors has a policy of equitable treatment for all shareholders. Shareholders should expect good operational performance and a fair return on their investment. All shareholders possess equal rights to complete and accurate information disclosed in a reliable and timely manner; the right to attend shareholders’ meetings; voting rights in relation to significant changes in policy; the right to elect and dismiss board members, as well as the right to express opinions and question explanations.
Treatment of stakeholders
The Board of Directors recognizes and respects the rights of stakeholders, including executives, staff, customers, trading counterparties, creditors, competitors and society as a whole. In this regard, the Company encourages good cooperation between the Company and the stakeholders in creating mutual benefit and ensures that stakeholders’ rights are thoroughly protected.
Information disclosure and transparency
The Board of Directors duty is to disclose accurate, complete, and timely financial and non-financial information on a regular basis, in accordance with the regulations of the Securities and Exchange Commission and the Stock Exchange of Thailand. Additionally, an Investor Relations Department has been established to represent the Company in communications with institutional, and individual investors and analysts in general.
Internal control and risk management
The Board of Directors provides a comprehensive internal control system. The scope of empowerment including delegation of authority and approval given to all levels is clearly defined in a manual. An Internal Audit Division was established to assist the Audit Committee to ensure risk identification and mitigation as well compliance with the laws and contractual obligations. It also plays a role in assessing the efficiency and effectiveness of the internal control system. A Risk Management Committee was established to ensure coverage and adequacy of the risk management system.
Code of conduct
The Board of Directors established a code of conduct so as to have management and staff acknowledge their tasks within the expected framework. This covers treatment of shareholders, customers, trading counterparties, creditors, competitors, and society as a whole. It also covers relationships with the Company, immediate superiors, subordinates, colleagues, as well as personal conduct. The code of conduct has been revised to meet the best practice of international standard.