Corporate Governance Policy
Policy on Dividend Payment
The Company has the policy to pay dividend at not less than 40 percent of the net profit of each year, taking into account the operational results, financial structure and obligations, investment, as well as the consistency of dividend payments to the Shareholders.
The Subsidiaries have the policy to pay dividend at the rate of approximately 40 percent of the net profit after deduction of legal reserves, taking into account the operational results in the accounting year of the separate financial statements as at the end of the accounting year and under the conditions of the loans agreement.,
The dividend policy of the Subsidiaries have been considered and recommended by the Board of Directors of the Company to the Board of Directors of the Subsidiaries to propose to the Meeting of the Shareholders of the Subsidiaries for an approval. The payment of the dividend is, however, based on the investment plan and other necessary and appropriate matters according to the view of the Board of Directors of the Subsidiaries.
Corporate Governance Policy
The Company realizes the significance and benefits of good corporate governance to ensure the Company’s efficient, transparent and auditable management systems that help build up trust and confidence for shareholders, investors, stakeholders, and all parties concerned, thereby resulting in the Company’s sustainable growth. The Company adheres to its corporate governance policy which is in compliance with corporate governance principles in five sections, namely:
- Shareholders’ Rights
- Shareholders are encouraged to exercise their fundamental rights and the Company takes care of its shareholders beyond their rights as specified by law without any actions in violation of or depriving shareholders of their rights.
- Equitable Treatment of Shareholders
- The Company ensures that all shareholders are equally treated according to their fundamental rights, and lays down measures to prevent inside information usage for exploiting personal interests or the benefits of others which cause damage to shareholders as a whole.
- Role of Stakeholders
- The Company takes care of every group of stakeholders based on their rights as specified by applicable laws without any actions in violation of or which deprive stakeholders of their rights, establishes compensation measures in case any stakeholder sustains any damage arising from violation of the rights, and promotes cooperation between the Company and stakeholders in order to build up wealth, financial stability and sustainability of the Company.
- Disclosure and Transparency
- All operational activities are undertaken with transparency and are opened for inspection with sufficient information disclosing to all relevant parties. The disclosure of material information relating to the Company, both financial and non-financial information is made correctly, completely, timely and transparently through channels that are accessible easily, equally and reliably.
- The Board of Directors’ Responsibilities
- The Board of Directors performs their duties with honesty and due care for the optimum benefit of the Company and fairness to all shareholders under the good internal control system and suitable risk management, including compliance with the Company’s code of ethics.
Corporate Social Responsibility and Sustainable Development Policy
The Company is committed to operate its business with particular emphasis on society and the environment for the Company’s sustainable business growth. As such, the Company makes sure that its operations are transparent and fair, with the aim to benefit and grow together with all groups of stakeholders as appropriate. Therefore, the Company has set forth its operating policy for sustainable development as follows:
- To lead the organization in accordance with the sustainable development concept, through communication and exchange of Best Practices with all of the Company’s stakeholders;
- To incorporate the sustainable development concept into every aspect of the work and decision processes of the Company;
- To promote training, learning and counseling, focusing on practices according to the sustainable development guidelines;
- To support regional operation and cooperation to achieve a sustainable development.
The Company shall conduct its service businesses by adhering to environmental responsibility, therefore, determines to environmental management by implementing the guidelines as follows;
- Giving priority to pollution prevention and control in compliance with the international standards, taking into account environmental impact on service users, staff and communities;
- Raising staff awareness and promoting the efficient use of energy and natural resources;
- Complying with environment-related laws and other regulations;
- Reviewing objectives and goals to continuously improve the environment management system; and
- Communicating the environmental policy to the public and parties concerned.
It is the responsibility of all the Company’s staff and contractors to seriously and regularly implement this policy to ensure a good quality environment for service users, staff, contractors and communities nearby.
Risk Management Policy
The Company realizes that a risk management process is an essential element which enables the Company to foresee various risks and to make preparations in response to changes in the business conditions in a timely and appropriate manner, as well as to achieve a sustainable growth.
The risk management policy of the Company is as follows:
- To adopt a risk management process in accordance with the international standards or practices to ensure the efficiency of risk management, implementation and development
in the same direction on an enterprise level in line with the business operation policy of the Company;
- To treat the risk management as an integral part of operation, significant decision-making in the administration, and strategic planning to achieve the specified objectives, goals, missions and vision of the Company;
- To carry out a proactive risk management to manage risks which may result in the Company’s loss of interests and opportunities;
- To delegate a risk management as staff’s responsibility at all levels and manage risks within their work units and the organization to contain risks at adequate and appropriate level;
- To determine guidelines on prevention or reduction of risks at a level acceptable to the Company in order to formulate plans to manage and control risks to at an acceptable level. All work units must consider the justification of expenses or costs to implement risk management measures in comparison with expected benefits;
- To efficiently communicate the risk management within the Company for staff’s effective learning, development and compliance;
- To prepare an annual risk management plan, subjected to consideration and approval of the Corporate Governance and Risk Management Committee in respect of sufficiency and appropriateness to the current business circumstances; and
- To regularly follow up and assess the results of risk management to make sure that the risk management is duly and properly conducted.
The Company realizes and gives priority to anti-corruption and fraud prevention, both inside and outside its organization.
The Company thus formulates guidelines on proper conducts of directors, executives and staff via the code of business ethics of the Company. Furthermore, with the potential damage from corruption in mind, the Company then formulates anti-corruption policy containing the key practical guidelines as follows:
- The Company promotes fair treatment with integrity towards its traders and compliance with any contractual commitments made with the Company’s stakeholders;
- Executives’ and staff’s awareness must be promoted to ensure that they refrain from committing any fraud and realize consequences of corruption;
- Directors, executives and staff must refrain from accepting or offering any reception, gifts, and any other payments which are extravagant and unusual to those in business dealings with the Company; and
- The Company arranges for staff training to educate them regarding the anti-corruption policy, practices and guidelines.
Inside Information Usage Policy
The Company establishes the guidelines on prevention of the use of the inside information. The details are as follows;
The Company, as a listing member of the Stock Exchange of Thailand, prohibits any sale or purchase of the Company’s securities by its management or staff in a way that considered as to take advantage of other persons using information material to changes on the prices of shares or securities, which has not yet been disclosed to the public, and which has been obtained due to their duties or positions in the Company, and may be subject to the penalties under the laws.
To prevent the Company’s staff and directors, including the Company itself, from violating laws, as well as complying with the good corporate governance guidelines of the Company, the Company has set guidelines to prevent the use of inside information. Such guidelines will be revised from time to time as appropriated, and all directors, management and staff of the Company will strictly adhere to these guidelines with accountability as well as causes and effects on a case by case basis. These guidelines or policies will be stricter than the provisions of applicable laws, and will apply to directors, management and staff, including related persons.
- Trading of Securities by using Inside Information
Persons who should not sell or purchase securities pursuant to the guidelines to prevent the use of inside information are as follows:
- Directors and Management of the Company;
- Directors and Management of the Company’s subsidiaries, including its affiliates;
- All staff of the Company and of the Company’s subsidiaries;
- Spouses and minor children of the directors and staff; and
- Relatives who cohabiting with such persons above.
Securities refer to shares, share warrants, convertible debentures and transferable subscription rights issued by the Company.
- Prohibited persons as described above should not sell or purchase the securities under any circumstances if they are aware or should be aware of material information that may affect the market price of the Company’s securities, which has not yet been disclosed to the public.
- Prohibited persons who are in possession of such material information due to their duties and positions as the Company’s staff shall not disclose such information to any other person while such information has not yet been disclosed to the public, unless it is done in the performance of their duties to the Company.
In addition to the general guidelines to prevent the use of insider information, prohibited persons shall also follow the following guidelines:
- Prohibited persons who are directly involved in the preparation of the Company’s financial statements and balance sheet are prohibited from any purchase or sale from the commencement of such preparation until the day immediately following the disclosure date of such financial statements.
- Any director, management or staff who has received the draft financial statements as referred to above, is prohibited from selling or purchasing the Company’s securities from the day that he or she receives the draft financial statements until the disclosure date of the financial statements.
- Prohibited persons, who know or should have known that the Company will disclose material information that may affect the market price of the Company’s securities, are prohibited from selling or purchasing the Company’s securities from the day that they know or should have known such information until the disclosure date of such information.
- Report of Prohibited Persons
- A. Duty to Prepare Reports
Directors, Managing Directors or persons who hold management positions as specified in the Securities and Exchange Act shall be required to file the disclosure reports of their initial securities holdings, and changes in such holdings, pursuant to the relevant laws and regulations, together with the filing of such reports to the Company.
- B. Reporting Procedures
Directors, Managing Directors or managements as specified in paragraph A. above who have the duty under law to prepare and file a report to disclose the securities holdings, of themselves, their spouses and their minor children to government agencies or regulators shall submit copies of such reports to the Company on the same day.
- A. Duty to Prepare Reports
Policy on Investment and Management in the Subsidiaries and Associated Companies
- To invest in projects or acquire ordinary shares in the project operator company, in a manner of long-term investments;
- The investment shall be at the minimum proportion to allow the Company to participate in setting out policies, monitoring and reviewing operations of such companies so invested; and
- Not to invest in any project giving rise to environmental impact or contrary to the good moral of the society.
The policy on reporting of the conflict of interest
The Company specifies that directors and executives are quarterly required to file a report with the Board of Directors’ meeting on the securities trading or acquisition. It also requires that all directors and executives have to file the report either of themselves or their related persons to the Company regarding the conflict of interest which associates with the business management of the Company or its subsidiaries. The rules, conditions and reporting procedures of the report on the conflict of interest of directors and executives are prescribed under section 89/14 of the Securities and Exchange Act (No.4) B.E. 2551 as follows;The Company specifies that directors and executives are quarterly required to file a report to the Board of Directors’ meeting on the securities trading or acquisition. It also requires that all directors and executives have to file the report either of themselves or their related persons to the Company regarding the conflict of interest.
- The reporting on the director’s conflict of interest which associates with the business management of the Company or its subsidiaries must be complied with the rules, conditions and reporting procedures of the conflict of interest of the directors and executives prescribed under section 89/14 of the Securities and Exchange Act (No.4) B.E. 2551 as follows;
- All directors and executives are required to file a report either of themselves or their related persons to the Company regarding the conflicts of interest which associates with the business management of the Company or its subsidiaries;
- In case there is a newly appointed director or executive, the initial report form notified the conflict of interest must be submitted to the Company secretary within 15 business days from the date that person take a position;
- In case there is any change of the details in the conflict of interest report of the director or executive which associates with the business management of the Company or its subsidiaries, the directors or executives are required to report and submit the conflict of interest report form specified the details changed, either of themselves or their related persons to the Company secretary within 90 days from the date that such details changed;
- The Company secretary is required to submit the copy of the conflict of interest report to the Chairman, directors and the Chairman of the Audit Committee within 7 business days from the date the Company received of such report; and
- With regards to the report on the securities holdings in the other business, directors and executives (accumulated the holdings with their related persons) are required to file
a report regarding the securities holdings in the other business if the shareholdings,
in aggregated, in the other business are more than 25 percent of the total of voting rights of such business.
- The attendance of the meeting of the director with conflict of interest.
It is the policy of the Board of Directors that the director or executive who is the connected person to the transaction or has any conflict of interest in any matter is not allowed to consider and approve of such matter.
Related party transactions Policy
- The Company shall comply with the rules and regulations of the Securities and Exchange Commission and the Stock Exchange, including the requirements on the disclosure of connected transactions as well as acquisition and disposition of significant assets of the Company or its subsidiaries and the accounting standards as prescribed by the Federation of the Accounting Professions. If there are transactions which may give rise to a conflict of interests in the future, such as, hiring a group of persons who may have a conflict of interests to carry out construction, project management, project maintenance, the Board of Directors, in association with the Audit Committee, shall consider the necessity and justification of such transactions, including pricing and terms of the transactions, which must be based on the ordinary course of business. Pricing must also be compared with third party prices or market price. Interested persons will not be allowed to participate in the consideration and approval of the transactions.
- The Company has no policy to extend or guarantee a loan for a person who may have a conflict of interests under the definition of the SEC Office.
- Should the Audit Committee do not have expertise to consider any particular related party transaction which may take place, the Company will arrange for an independent expert or the Company’s auditor to give any opinion on such related party transaction to support the decision-making of the Board of Directors and/or the Audit Committee or the shareholders, as the case may be.
- The Company will disclose the related party transactions in the notes to the financial statements that have been reviewed or audited by the Company’s auditor.
- Personnel Development
The Company determines to develop personnel competency for continuous learning to progress the career enhancement of its staff.
The Company focuses on personnel participation in solving problems and improving the operations with teamwork approach.
- Quality Management
The Company emphasizes on creating the qualities of work and service from units within the organization to the third party service users to meet their satisfaction and impression.
- Working Environment
The Company focuses on maintaining the fully prepared workplaces, equipment and vehicles to be tidiness, cleanliness and safety.
- Responsibilities of the Executives and staff
The Company defines that the executives of all departments shall be responsible to continue operating, enhancing and supporting all activities under the policy. All staff shall also implement such activities as a part of their operation.
Personnel Development Policy
- The Company establishes a policy on the nomination, development and retention of its personnel by means of provision of remuneration in the form of salary, welfare and other remuneration which are competitive in the same industry.
- The Company regards its staff as valuable resources, that is, human resources are one of the major factors to the Company’s development and competitiveness as well as achievement of the Company’s objectives. The Company realizes the significant of internal personal development and improvement by way of regular training and performance review, including local and overseas study visits and training, particularly the awareness and training in respect of service safety.The Company’s staff must strictly comply with the Company’s safety rules and international standards.
- The Company arranges for the efficient personnel management system based on fairness, equality and opportunity for staff development and exercise of competency at full capacity.
- The Company gives priority to morale and a sense of pride in work performance of staff by determining remuneration and career advancement based on knowledge, competency and fairness, as well as arranging for the reasonable welfare system, together with the development of staff lifestyles in order to retain the Company’s valuable human resources.
- Retention of the Company’s competent personnel The Company ensures that highly capable and competent staff advances in their career paths.
Non-infringement of intellectual property Policy
The Company respects and complies with the intellectual property laws, and has no policy to support any arrangements which infringe intellectual property of any kind, based on the following guidelines:
- All staff have duty to protect and keep the Company’s intellectual property confidential to ensure that such information must not be leaked out and exploited for personal gain or any other person’s gain without permission.
- All staff must respect and honor others’ intellectual property and refrain from exploiting any of others’ intellectual property, whether in whole or in part, without the owner’s permission.
Respect of laws and human rights principles Policy
The Company makes it mandatory for directors, executives and staff to comply with the laws and human rights principles or human dignity, regardless of race, color, sex, language, religion, social origin, property, birth, political opinion, or other status, including to realize their own rights, duties, and responsibilities towards society and others, based on the guidelines as follows:
- The Company must strictly comply with the laws and human rights principles and not support any business which violates the human rights.
- The Company treats all staff equally, without discrimination in terms of employment, remuneration, training, promotion, termination or dismissal due to sex, race, color, religion, age, marital status, pregnancy, political opinion, or disability, etc.
- The Company allows all staff to enjoy equal rights for work pursuant to rules, regulations, notifications and orders of the Company.
Health and safety Policy
- The Company, with the solemn cooperation from all staff, shall prevent any accident, injury, and illness caused by professional works as well as shall limit and manage risks caused by the standard working procedures.
- The Company shall provide designed equipment and tools to organize the training procedure regulations and operation controls with regards to the safety of life and properties of staff and the society where the Company’s business operated.
The Company is supervised and monitored to correctly, completely, timely, and transparently disclose significant information relating to the Company, both financial and non-financial information, via the easily accessible channels on a basis of equality and reliability, as follows:
- The Board of Directors will perform work in a transparent and auditable manner and disclose adequate information to all related persons as well as ensuring that significant information disclosure relating to the Company, both financial and non-financial information, is made correctly, completely, timely, transparently via the easily accessible channels on a basis of equality and reliability.
- The Board of Directors will monitor to ensure that information dissemination is made in accordance with the specified requirements and through the Stock Exchange’s channel, Annual Registration Statement (Form 56-1) and Annual Report. Moreover, the Board of Directors will ensure that information disclosure is regularly made available in both Thai and English versions on the Company’s website, as well as ensuring up-to-date information. In this regard, the disclosed information on the Company’s website will at least cover the following:
- Vision and missions of the Company;
- Nature of business operations;
- List of the Board of Directors and management team;
- Financial statements and reports on financial position and operational results, for both current and previous years;
- Annual Registration Statement (Form 56-1) and Annual Report;
- Any other information or documents presented by the Company to analysts, fund managers or media;
- Structure of shareholding, both direct and indirect;
- Structures of company group, including subsidiaries, associated companies, joint venture companies and special purpose enterprises / vehicles (SPEs / SPVs);
- Group of major shareholders, both directly and indirectly, holding at least five percent of all sold shares with the voting right;
- Direct and indirect shareholdings of directors, major shareholders, high level management;
- Notices of an ordinary general meeting of shareholders and an extraordinary general meeting of shareholders;
- The Company’s articles of association, memorandum of association and shareholders’ agreement (if any);
- Good corporate governance policy of the Company;
- Risk management policy, including risk management methods;
- Charter or duties, responsibilities, qualifications, term of holding office as director of the Board of Directors, including matters requiring approval of the Board of Directors;
- Charter or duties, responsibilities, qualifications, term of holding office as member of the Audit Committee, the Nomination and Remuneration Committee, the Corporate Governance and Risk Management Committee and the Executive Board;
- Codes of conduct of staff and directors of the Company, including code of conduct of investor relations;
- Contact information of agencies or persons in charge of investor relations work, such as, contact name, telephone number
- The Board of Directors will monitor to ensure additional information disclosure as follows:
- Report on results of compliance with the corporate governance policy, code of business ethics, risk management and environmental and social care, including failure to comply with the policies with supporting reasons;
- Report on responsibilities of the Board of Directors towards the financial report;
- Management Discussion and Analysis (MD&A) in support of disclosure of the financial statements on a quarterly basis;
- Audit fee and non-audit fee for the auditor’s services;
- Roles and duties of the Board of Directors and subcommittees, number of meetings and number of each director’s/member’s attendance to meetings in the previous year, and opinions from performance of duties;
- Training and development of knowledge of the Board of Directors;
- Remuneration policy for directors and high level management, forms or nature of remuneration.
Succession Plan Policy
- The Company prepares the Succession Plan for the Managing Director and Executives as well as for positions in the main operation based principally on performance, capacity, and availability of each person.
- There is the preparation for the Successors in developing their knowledge, abilities, and skills according to the positions to be ready in case that the Managing Director or Executives in the major positions are unable to perform their duties.
- The Company prepares the Succession Plan for the Executives in each level especially the Executives and positions in the main operation which emphasized on selecting personnel from within the organization. The promotion shall be determined according to the defined guideline to develop personnel with good performance and potential to progress through the hierarchy of both middle Managements and staff. The Consideration Committee shall be consisted of the Managing Director and Executives ranking from the Chief of Department or middle Managements according to the criteria prescribed.
- The Executive designated as a Successor not only is required to equip with suitable qualifications and working experiences in the line of practice but also is required to receive the transferred experience by practicing, in the rotation, in the relevant departments. The candidate must attend training courses and additional trainings required to be prepared for continuing to work in the prospected advanced positions, smooth delivery of duties and consistent administration.
Execution of Connected transactions on Arm’s Length Basis Policy
The Board of Directors approves in principle the Company’s execution of connected transactions on arm’s length basis, namely, transactions which involve commercial terms in a manner persons of ordinary prudence may enter into with general parties under the same circumstances, through commercial negotiation without any influence in the capacity as any directors, executives or related persons, as to execution of such transactions between the Company and its subsidiaries with directors, executives or their related persons, as follows:
- Engagement of the company or legal entity which is a connected person for repairment, improvement or additional construction of expressways and related equipment should such company or legal entity proposes fair price and conditions to the utmost benefit of the Company.
- Engagement of the company or legal entity which is a connected person for repairing or purchasing of materials or equipment, inclusive of labor, for maintenance of administration buildings and depots in the future, subjected to the commercial terms and other conditions which are not different from others.
- Transactions between the Company and its subsidiaries with the Mass Rapid Transit Authority of Thailand (MRTA) as follows:
- Support of public relations and advertising activities to facilitate the metro service,in an amount not exceeding (one) Million Baht per year.
- Support of government policies to facilitate people’s commute by the metro during the specified period from time to time by means of discounts or free rides, provided that MRTA will compensate for revenue during such period in accordance with appropriate and fair criteria.
- Transactions in the manner of management or advisory service to any legal entity which is a connected person.
- Leases of office building spaces for the Company and its subsidiaries from CH. Karnchang Public Company Limited to be situated as a registered office.
- Other transactions which are connected transactions on arm’s length basis under the definition of the SEC Office or the Stock Exchange.
Criteria for the nomination of Directors and Senior Management
The Nomination of Directors
The Nomination and Remuneration Committee shall consider recruiting and appointing the person as the director to replace those who resigned before his/her term and those who retired by the rotation according to the criteria as follows:
- The person shall have the qualification complied with the Public Company Act,the Securities and Exchange Act, the Securities and Exchange Commission’s Regulations and the Rules of the Stock Exchange of Thailand;
- The person must have the knowledge, abilities and diverse experiences in various professional fields to be of benefit and value-added to the Company;
- The person must have the characteristics that support and enhance the implementation of the Corporate Governance to create the significance to the Company such as being independence, confidence, creativity, performing its duty with an act of integrity, due care, and responsibility including fully time devotion;
- In case that the director retired by his rotation, the director’s performance history, which executed with due care and integrity as well as time fully dedication, shall also be considered; and
- The required qualifications of the director shall be considered by the Committee based on the necessary skills complementing the Board of Directors and in accordance with the business strategy of the Company.
The qualified person shall be proposed to the Board of Directors by the Nomination and Remuneration Committee. The new director shall ultimately be elected by the voted in the meeting of the Shareholders of the Company.
The Nomination of Managing Director and Managements
- The Nomination and Remuneration Committee shall propose the qualified person to the Board of Directors and appoint as the Managing Director. Such person must be a competent person with experiences to be of benefit to manage to achieve the objective or target set out by the Board of Directors and fully comprehended in the Company’s business.
- For the Executive ranking up from the Chief of the Department, the Managing Director shall nominate the person to be appointed by the Board of Directors.
Bangkok Expressway and Metro Public Company Limited always strives to be a socially responsible organization committed to the transparent, fair and auditable business operations on the basis of the Corporate Governance Code, as well as striving to be a good organization with tax responsibilities to create value added to the society and the country in compliance with the guidelines for sustainable operations. The Company then formulates the tax policy to rest assured that its tax management is conducted properly and efficiently, as follows:
- Compliance with laws, rules, regulations and requirements
The Company will strictly comply with applicable tax laws related to the business operations and will duly pay taxes within the specified period of time; manage exercise of benefits and privileges in accordance with provisions of laws; and disclose information on taxes in accordance with relevant rules and regulations to ensure transparency and build up the stakeholders’ confidence.
- Collaboration with tax authorities
The Company will collaborate and maintain a good relationship with the government’s tax authorities on the basis of the integrity and mutual respect.
- Support and promotion to subsidiaries
The Company will support and promote its subsidiaries to comply with the tax policy to ensure the proper compliance with the applicable tax laws related to the business operations.