Corporate Governance Policy and Code of Business Conduct
The Company places importance on corporate governance and believes that good corporate governance will support the stable and sustainable growth of the Group. The Company has prepared the Corporate Governance Policy and Code of Business Conduct in writing, in line with the principles of good corporate governance of the SET, the 2017 Corporate Governance Code for Listed Companies of the SEC Office, the recommendations of the Thai Institute of Directors Association (IOD), the assessment criteria, both international and domestic, relating to corporate governance, and the context of the business operations of the Company, to be used as guidelines for the directors, executives and employees at all levels. In order to improve the Company’s corporate governance standard to meet the recognised international standards, as well as being suitable for the Group’s business circumstances and operations. Moreover, the Corporate Governance Policy and Code of Business Conduct and other policies relevant to the corporate governance matters shall be reviewed and revised on an annual basis.
The Corporate Governance Policy and Code of Business Conduct applies to the Company and all its subsidiaries. Furthermore, the Company also encourages its associated companies, joint ventures, business partners, or suppliers to comply with the relevant laws and regulations, and adhere to the principles of good corporate governance and business ethics that are equivalent to the international standards or the Company’s practices. The Company has announced and communicated the Corporate Governance Policy and Code of Business Conduct to the directors, executives and employees of the Group to acknowledge and adhere to, as well as published the Corporate Governance Policy and Code of Business Conduct on the intranet, the Company’s internal communication network, and the Company’s website.
The corporate governance policy is a part of the Corporate Governance Policy and Code of Business Conduct which comprises 8 principles as follows.
Principle 1 Recognize Roles and Responsibilities of the Board of Directors as Corporate Leader in Creating Sustainable Values to the Business
Principle 2 Definition of Objectives and Main Goals of the Business for Sustainability
Principle 3 Strengthening of the Effectiveness of the Board of Directors
Principle 4 Nomination and Development of Senior Executives and Personnel Management
Principle 5 Promotion of Innovation and Responsible Business Operations
Principle 6 Effective Risk Management and Internal Control Systems
Principle 7 Financial Integrity and Disclosure
Principle 8 Encourage Participation and Communication with Shareholders
The corporate governance policy of the Company covers policies and principles regarding its Board of Directors, shareholders and stakeholders. The details can be summarised as follows.
Rights and Equitable Treatment of Shareholders
The Company places emphasis on the rights of shareholders as the owners of the Company. All shareholders, whether retail investors, major shareholders, institutional investors, or foreign shareholders, are encouraged and facilitated to exercise their fundamental rights. The rights of shareholders include trading or transferring of shares, sharing in profits, receiving adequate information, whether via the Company’s website, the SET’s website, or through other channels. Shareholders also have the right to attend shareholders’ meetings to acknowledge the Company’s annual performance and to cast votes on significant matters as prescribed by law. These matters include the amendment of the Company’s Memorandum of Association or Articles of Association, the appointment or removal of directors, the determination of directors’ remuneration, the appointment of auditor and the determination of audit fees, the payment or suspension of dividends, and the capital increase and the issuance of new securities. Shareholders are also encouraged to make enquiries or comments on matters that the Board of Directors presents to or requests for approval at the shareholders’ meetings.
The Company shall treat all shareholders equally, whether they are minority shareholders, major shareholders, institutional investors, or foreign shareholders. This includes providing shareholders with the opportunity to propose meeting agenda and/or nominating director candidates in advance, appointing proxies to protect the rights of shareholders who cannot attend the shareholders’ meeting in person, and access to information which is disclosed to the shareholders and the public equally, completely, properly and timely through various forms or channels.
The Company has a policy on the protection of inside information by prohibiting the directors, executives and employees of the Group, as well as other relevant persons who are in charge of or have access to inside information, from using inside information for the benefit of trading the securities of the Company, subsidiaries, and associated companies, and also forbid the disclosure of inside information to outsiders or non-relevant persons before disclosing the same through the SET. In addition, the Company has guidelines for the prevention of conflict of interest, along with policies and guidelines on related party transactions and potential conflicts of interest transactions as stipulated in the Corporate Governance Policy and Code of Business Conduct.
Role of Stakeholders and Business Sustainability
The Company recognises the important role of stakeholders and places great emphasis on respecting the rights of all stakeholder groups. It has established guidelines for stakeholder engagement to ensure that all stakeholders are treated appropriately, equitably, and fairly. This approach aims to foster strong relationships and promote mutual, sustainable development.
Furthermore, recognising the significance of stakeholders’ roles and rights, the Board of Directors has established robust mechanisms to ensure the Company operates with integrity, adheres to ethical standards, upholds social and environmental responsibility, and treats all stakeholder groups appropriately, fairly, and equitably, without infringing upon their rights. Adequate communication channels have also been put in place to facilitate engagement. The Company has established a written Corporate Governance Policy and Code of Business Conduct, which serve as guiding frameworks for all levels of the organisation in the pursuit of its sustainable objectives, key goals, and strategies.
Moreover, the Group is committed to a firm stand against corruption and does not tolerate any form of corruption, whether direct or indirect. The Group does not allow reprisals of any kind against the Company’s personnel who refuse to condone corruption even if such refusal will cause the Group to lose its business opportunity. More information on the Policy and Guideline on Anti-Corruption can be found in the Anti-Corruption Policy (consolidated version) at https://www.btsgroup.co.th/storage/download/cg/policy/bts-anti-corrpution-en.pdf.
Disclosure and Transparency
The Company does not discriminate against any particular group of shareholders. The Company places importance on the disclosure of information, both financial and non-financial information, that is complete, accurate, adequate, reliable, in a timely manner, and conveyed in simple and concise language to ensure that the shareholders and stakeholders of the Company receive the information completely, timely and equally. Such information must be prepared in accordance with the requirements of the relevant laws, regulations and international corporate governance standards to demonstrate the Group’s transparency in doing business. The Company also promotes the use of information technology not only to disseminate information as required by the rules and through channels of the SET, but also to disclose information in Thai and English via other channels such as the Company’s website and keep the same up-to-date.
In addition, the Investor Relations Department has been assigned a main function on communication, public relations, as well as disclosure of information relating to the Group’s businesses and performance. The Board of Directors therefore sets out the Investor Relations Code of Conduct as guidance for the Group’s investor relations function to align with the ethics and the principles of good corporate governance with emphasis on the disclosure of information and strict compliance with the relevant laws and regulations, taking into account the interests of the shareholders and stakeholders. Further details on the Investor Relations Code of Conduct can be found at https://www.btsgroup.co.th/en/download/investor-relations-code-of-conduct.
Board Responsibilities
The Board of Directors comprises qualified individuals who have knowledge, experience and expertise in various areas, which are beneficial to the Group’s business operations and in line with its business strategy.
The Board of Directors performs their functions and holds their opinions independently. The Board of Directors has the duties and responsibilities to determine the Company’s policy, vision, mission, values, strategy and goals, as well as supervising the Company’s business operations in compliance with the laws, the Company’s objectives and its articles of association, with mindful consideration of the good corporate governance, code of ethics and business conduct. In addition, the Board of Directors also establishes appropriate and effective internal controls and risk management measures, and good governance in order to ensure transparency and accountability, under a clear definition on the separation of duties and responsibilities between the Board of Directors and the Management. The objective is to drive the Company toward sustainable long-term performance, earn the trust of shareholders, investors, and all stakeholders, and create long-lasting value for the business. To achieve this, the Board of Directors must ensure that its duties are carried out in compliance with the laws, objectives, and the Company’s Articles of Association. Directors’ liabilities shall be governed by the provisions of the applicable laws.
In this regard, the Board of Directors has established the “Board of Directors’ Charter” in writing which specifies the composition, qualifications, appointment and removal of directors, rules of the Board of Directors’ Meeting, duties and responsibilities of the Board of Directors, and directors’ knowledge development and corporate governance in order to enable the directors to efficiently and transparently perform their duties. For more details about duties and responsibilities of the Board of Directors are described in the Board of Directors’ Charter which are disclosed on the Company’s website at https://www.btsgroup.co.th/storage/download/cg/charter/bts-bod-charter-en.pdf.
More information on the Corporate Governance and Corporate Governance Policy and Code of Business Conduct of the Company can be found in the Corporate Governance Policy and Code of Business Conduct at https://www.btsgroup.co.th/storage/download/cg/policy/bts-cg-policy-en.pdf and the Annual Report 2024/25 (Form 56-1 One Report) at https://www.btsgroup.co.th/en/document/viewer/stream/155917/annual-report-2024-25.