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 which help build up reliance and confidence for shareholders, investors, stakeholders, and all parties concerned in pursuit of the Company’s sustainable growth. The Company adheres to practical guidelines under the Company’s corporate governance policy which is in compliance with the Principles of the Corporate Governance Code covering eight chapters, as follows:
- Roles and Responsibilities of the Board of Directors as Leadership
- Perform duties with awareness and understanding of roles, duties and responsibilities as leadership, supervise and oversee to ensure good management, create value for the business sustainably.
- Monitor and oversee to ensure that directors and executives comply with the scope of duties and responsibilities with responsibility, carefulness and integrity, perform works under laws, regulations and meeting resolutions.
- Business Objectives and Goals of the Company for Sustainability
- Establish business objectives and goals which conform with and create sustainable value for the Company, stakeholders and society.
- Monitor and oversee to ensure that strategies are formulated in accordance with the business objectives and goals by appropriately using innovation and technology.
- Strengthening the Board of Directors Effectiveness
- Determine and review the structure of the Board of Directors to ensure that it has an appropriate size, composition and proportion of independent directors properly.
- Ensure transparent and clear the selection and nomination process.
- Ensure that the compensation structure is suitable for responsibilities.
- Regularly promote the development of skills and knowledge required for performance of duties.
- Impose a limit on the number of listed companies in which a director may assume a position of a director for not more than 5 companies to ensure efficiency in performance of their duties.
- Nomination and Development of High-Ranking Executives and Human Resource Management
- Have a process of nomination and development of high-ranking executives in place to ensure they have knowledge, skills, experience and qualifications required to drive the organization to its goals.
- Ensure the appropriate compensation structure.
- Conduct management and development of human resources to ensure that they fulfill the required amount, knowledge, skills, experience.
- Nurturing the Responsible Innovation and Business Operation
- Promote and develop creation of culture, development of organizational innovation to increase value for the business according to the changing environment on a continuously basis by taking into account both internal and external stakeholders.
- Appropriate Internal Control and Risk Management Systems
- Ensure the appropriate risk management system and internal control system, supervise and oversee the operations of the Company to achieve the objectives and goals with effectiveness.
- Handle conflicts and prevent utilization of property, information, opportunities and execution of transactions with related persons to ensure compliance with relevant laws and standards.
- Financial Reliability and Disclosure
- Ensure that disclosure of important financial information and non-financial information is accurate, complete, sufficient, timely, transparent in accordance with relevant rules, standards and practical guidelines.
- Communicate information with stakeholders by appropriately using technology for dissemination.
- Protect information which affects the securities’ prices so that the disclosed information can reflect the practice or create value for the business sustainably.
- Encouraging Participation and Communication with Shareholders
- Monitor and oversee to ensure that there is a process to encourage shareholders’ participation to make decisions on significant matters of the Company.
- Ensure that all shareholders are equally treated and protected in respect of their basic rights, implement measures to prevent the inside information usage for personal gain or others in an abusive manner, which would cause damage to the shareholders as a whole.
- Encourage the shareholders to exercise their basic rights and take care of the shareholders to the greater degree than their legal rights.
- Do not take any action which violates or derogates the shareholders’ rights.
Risk Management Policy
The Company recognizes that robust risk management is fundamental to the Company’s success. It empowers us to identify uncertainties, seize opportunities, and build resilience, as well as to proactively prepare for events that may impact business operations and community concerns and in a timely manner. Therefore, we are dedicated to ensuring that:
- The risk management process undergoes continuous improvement and development, adhering to internationally recognized principles and standards. It is embedded within the Company's management and operational process, ensuring optimal alignment across all departments. This integration extends beyond mere compliance, actively contributing to decision-making, strategic formulation, and the achievement of organizational objectives and goals. Furthermore, by adhering to established business operation policies, the risk management process fosters confidence and trust among stakeholders.
- Risks are examined from both internal and external contexts, including those associated with emerging technologies, data integration challenges, and business continuity preparedness. This assessment determines our risk tolerance and ensures alignment throughout, shaping strategies to mitigate threats and leverage opportunities.
- Risk mitigations are established to provide operational guidelines and frameworks for prevention, and resource allocation to mitigate potential impacts. This allows the Company to respond, adapt, and recover appropriately to evolving circumstances. It also ensures that the company achieves its defined objectives and goals.
- The effective risk mitigations will be actively implemented to proactively manage and minimize risks to acceptable levels.
- Roles with well-defined responsibilities are assigned for all stages of the risk management process, from identification and assessment to mitigation, monitoring, and continuous performance improvement.
- Risks are continuously monitored, and assessed as needed based on internal and external changes, with regular reporting, including to promptly adjustments to risk mitigation measures.
- Risks are communicated to increase awareness and understanding among employees and stakeholders, emphasizing the importance of the risk management process and encouraging active participation in implementing risk management controls.
Anti-Corruption Policy
The Company realizes and gives priority to anti-corruption and fraud prevention and also adopts measures to prevent corruption, both inside and outside.
The Company sets out guidelines and procedures for regular practices, monitoring, surveillance, review, risk assessment, and training as suitable and up-to-date, to ensure that all directors, executives, and staff of the Company have strictly adhered to and complied with such guidelines. In this regard, the Company formulates anti-corruption policy containing the key practical guidelines, as follows:
- The Company’s directors, executives, and staff at all levels should carry out activities with fairness, integrity, and transparency in business dealings with various agencies, provided that such activities must be proper in compliance with applicable laws, policies, Articles of Association, regulations, notifications or practical procedures.
- The Company encourages and promotes fair treatment with integrity towards all its traders and compliance with any contractual commitments made with the Company’s stakeholders.
- The Company encourages and promotes directors’, executives’ and staff’s awareness to ensure that they refrain from committing any fraud and realize the negative impacts of corruption.
- The Company encourages and promotes directors, executives and staff to refrain from receiving, agreeing to receive or offering any hospitality, gifts, and any other payments which are extravagant and inappropriate to those in business dealings with the Company.
- The Company arranges for staff training to educate them regarding the anti-corruption policy, practices, and guidelines.
Inside Information Usage Policy
The Company determines the guidelines on prevention of the use of the inside information, as follows;
- General
Due to the fact that the Company is listed on the Stock Exchange of Thailand, any sale or purchase of the Company’s securities by any of its directors, executives or staff in a manner which may take advantage of a third party by using information material to changes in the prices of the securities which have not yet been disclosed to the public and to which he/she has access in the exercise of his/her duty or position in the Company, is then considered as unfair securities trading practices, subject to a criminal penalty under the law.
Therefore, the Company has set guidelines to prevent the use of insider information. Such guidelines will be revised from time to time as appropriate, 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 in a manner which, for example, the Company imposes the blackout periods ondirectors, management and staff, including their related persons. - Securities Sale and Purchase Using Insider Information
- Directors and Management of the Company;
- Directors and Management of the subsidiaries, including its affiliates;
- All staff of the Company and of the Company’s subsidiaries, who have perceived insider information of the Company;
- Spouses and minor children of the directors, executives and staff, who have perceived insider information of the Company; and
- Relatives who live with the directors, executives, and staff who have perceived insider information of the Company.
General Guidelines
- Any person who has perceived insider information of the Company should not sell or purchase the securities under any circumstances if such person knows or should have known the publicly undisclosed material information that may affect change in the market price of the Company’s securities.
- Any person who has perceived material insider information of the Company from 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, persons who have perceived insider information of the Company shall also comply with the following guidelines:
- Any person who has perceived insider information of the Company and is directly involved in the preparation of the Company’s financial statements and the balance sheet is prohibited from purchasing or selling the Company’s securities during the period of 1 month prior to the public disclosure of the financial statements.
- Any director, management or staff who has received the draft financial statements as referred to above, is prohibited from purchasing or selling the Company’s securities during the period of 1 month prior to the public disclosure of the financial statements.
- Any person who has perceived insider information of the Company and knows or should have known that the Company will disclose material information that may affect change in the market price of the Company’s securities, is prohibited from purchasing or selling the Company’s securities during the period of one month prior to the public disclosure.
- 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 prepare disclosure reports of their initial securities holdings, and changes in such holdings, pursuant to the relevant laws and regulations, together with such reports to the Company. - Reporting Procedures
Directors, Managing Directors or persons as specified in paragraph 1. above who have the duty under law to disclose their securities holdings, their spouses’ securities holdings, and their minor children’s securities holdings to government agencies or regulators shall submit copies of such reports to the Company on the same day.
Securities Trading Policy
The Company realizes and gives importance to policy formulation and looks after its directors, executives, and employees to prevent misuse of the inside information in order to treat all shareholders with transparency and equitability in accordance with the principles of corporate good governance and prevention of misuse of the inside information of related persons. The Company then formulates the Securities Trading Policy, as follows:
- Directors and executives shall avoid and refrain from trading the Company’s securities during the period of 1 month prior to the disclosure of quarterly and annual financial statements.
- Directors, executives and employees, who have known any financial statements information or any other material information that affect the Company’s securities prices, are prohibited to trading or allowing other person to use such information to trade the Company’s securities during the period of 1 month prior to the disclosure of the financial statements and/or any other information that affect the Company’s securities prices whether for one’s own benefits or others.
Prevention of a conflict of interest Policy
- Directors and executives must inform the Company of relationships or connected transactions in any business which may give rise to a conflict of interest;
- Any connected transaction with directors which may give rise to a conflict of interest with the Company must be avoided. Any connected transaction which is necessary to be executed must be proposed to the Audit Committee to consider providing an opinion in relation to justifications and benefits for the Company prior to proposing the same to seek approval of the Board of Directors in accordance with the Corporate Governance Code, and ensure compliance with the rules of the SET and the SEC Office;
- Executives and staff must strictly comply with the Articles of Association and the code of business ethics of the Company, in order to ensure the Company’s reliability and trust for all stakeholders, and ensure dissemination of the information for all staff’s understanding and adherence to the same.
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 SEC Office and the SET, 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 interest in the future, such as, hiring a group of persons who may have a conflict of interest to carry out construction, project management, project maintenance, the Audit Committee shall jointly 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.
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.
BOARD DIVERSITY POLICY
- The Company is committed to establishing the diverse structure within the Board of Directors by comprehensively taking into consideration the impacts on business operation of the Company and its stakeholders. This approach is to ensure that the Company’s Board functions efficiently for the best interest of the Company.
- The Nomination and Remuneration Committee is in charge of nominating directors based on candidates’ skills, knowledge, expertise, and experience in connection with the businesses. This includes consideration of their specialized knowledge and expertise, and their diversity in gender, age, race, nationality, by taking the balance of diversity in different aspects of the Board of Directors into account. The Committee then proposes to the Board of Directors or the shareholders’ meeting for consideration and appointment. In addition, the Committee conducts regular reviews and assessments of the structure of the Board of Directors in terms of diversity and annually reporting to the Board of Directors.
- The Company will evaluate the appropriate proportions of male and female directors on the Board of Directors based on the skill and experience requirements. This evaluation may vary depending to circumstances and align with business changes.
Criteria of Nomination of Directors
1. Evaluation of independent directors and/or qualified directors of listed companies, who are qualified under the Public Limited Companies Act, the Securities and Exchange Act, rules of the SEC Office and rules of the SET.
2. Assessment of individual possessing qualifications and do not have any prohibited qualification under the law governing payment systems and the Bank of Thailand’s Notification regarding payment service business.
3. Consideration of candidates exhibiting skills, knowledge, capabilities and experience related to business, encompassing specialized knowledge and expertise in various professional fields while also factoring in elements such as gender, age and race. The objective is to maintain the balance in various aspects of Board’s Diversity that will be beneficial and value added to the Company. In nominating directors, the required qualifications will be considered, taking into account the necessary skills for the Board and qualifications in line with the Company’s business strategies.
4. Evaluation of individual with qualifications in support of the operations pertaining to corporate governance to create value for the Company, e.g., independence, expressive opinions, creativity, diligent performance of duties with responsibility, due care, integrity and full-time contribution.
5. In case of directors due to retire by rotation, their prior performance as directors characterized by due care, integrity and full-time contribution will also be taken into account.
6. In the event that the vacating director represents the EXAT or the MRTA under the conditions of the concession agreements, the replacement must be an individual nominated by respective agency for appointment as the Company’s director.
The Nomination and Remuneration Committee shall nominate such qualified persons to the Board of Directors for consideration and appointment or proposing the nomination to the shareholders’ meeting for appointment as directors.
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.
Policy on Dividend Payment
The Company
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
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.
Tax Policy
The Company 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.
Disclosure Policy
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:
Disclosure Policy
- 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.
Information Security Policy
Information security is a critical aspect in supporting the Company's business operations to achieve efficiency and reliability, as well as to foster trust. Therefore, the Company is dedicated to developing an information security system based on the fundamental principles of Confidentiality, Integrity, and Availability (CIA). This is aimed at ensuring that.
- Access to the system data or information storage locations is restricted to authorized individuals only.
- Adequate encryption controls are in place to uphold the confidentiality of critical information.
- Physical security and environmental safeguards are implemented to ensure the constant readiness and security of the information system for use.
- The information system ensures accuracy and reliability.
- Regular audit, monitoring, and evaluation of information security measures are conducted.
- A comprehensive process has been established for managing information security incidents, which includes developing plans, conducting drills, and continuously improving efforts to ensure preparedness for emergencies.
- Employees are encouraged to have knowledge. suitable abilities and have awareness about related information security.
Furthermore, Information security is a collective responsibility. Therefore, both employees and external parties granted access to the Company's information system are obligated to exert every effort to uphold the Company's information security standards.
Policy on Data Governance and Management
The Company realizes and gives priority to data governance and management by formulating the Policy on Data Governance and Management to achieve measures and practices which cover a wide range of related activities, including data acquisition, data classification, data storage, data access, data analysis, data exchange, data sanitization, data security and usage. This Policy shall also mean processes, procedures, staff, and technologies to rest assured that the information acquired by the Company has been under the stringent and systematic protection in accordance with standard and criteria required by law, as follows:
- Identify data source(s) and responsible person(s) for enabling risk ranking and data classification to be made;
- Collect and store data into categories and types of data by properly using the secure processes, methods, procedures and technologies;
- Specify the connection of data acquisition, data usage and data sanitization, as well as specifying data storage status to support data management with efficiency;
- Establish data access and data modification processes which are proper, transparent and secure according to data classification, as well as regularly inspecting data completeness, accuracy, and availability;
- Disclose data only to the Company’s authorized worker(s) to have access to such data, and not disclose data to any third parties, except with the prior consent of the data owner or except where such disclosure is required by law;
- Perform data storage or data sanitization by properly using standard methods in accordance with relevant laws under the policy on information technology security of the Company;
- Promote staff and workers’ suitable knowledge, abilities, and conscience in relation to data governance and management;
- Establish new criteria and methods in various aspects for data governance and management to ensure consistency with the business nature and compliance with the Corporate Governance.
Innovation Policy
The Company is unwavering in its dedication to social and environmental responsibility. As a result, the Company is committed and determined to advancing its innovation initiative through the following principles:
- Encourage the refinement of work processes and the development of innovations that contribute value to the business, keeping up with changes in both the present and the future, in compliance with relevant laws and in harmony with our social and environmental responsibilities.
- Nurture a collective understanding among employees regarding the importance of enhancing work processes and developing innovations. Promote a culture of learning, enhance creative thinking skills, provide support for resources, time, tools, equipment, and allocate budget appropriately for continuous process improvement and innovation.
- Cultivate an organizational culture that provides an environment and platform for employees to actively express their innovative thoughts. Encourage knowledge sharing for improving work processes and foster innovative thinking. This leads to enhancing business value and creating benefits for service users, passengers, and stakeholders.
Supply Chain Management Policy
- Committed to operating a sustainable business under the Company's business ethics and legal regulations taking into account social and environmental responsibility to create cooperation Confidence and Value to the Company's business partners throughout the supply chain.
- Establish a Supplier Code of Conduct that covers environmental, social, human rights and labor and business ethics to provide a framework for conducting business with the Company and supporting business parties to operate ethically and with social responsibility.
- Set strategies for sustainable supply chain management that ensures that various activities are carried out throughout the supply chain ensures transparency, fairness, and verifiability in compliance with the law, regulations, and various requirements and is economically worthwhile as well as socially and environmentally responsible.
- Establish a framework for managing business parties by specifying clear criteria for suppliers screening, supplier identification and identify significant tier 1 suppliers for the appropriate management of each group of business parties.
- Carry out procurement and contracts in a transparent, equitable, and fair manner for both parties according to mutual agreement. Consistent with procurement policy and related laws. Taking into account social responsibility, the environment and human rights principles. Including giving trade partners the opportunity to have freedom in competition and negotiation.
- Conduct an evaluation of operational results and assess economic, social, environmental, and corporate governance risks of trading partners to mitigate potential damage to the Company.
- Follow up on compliance with the Supplier Code of Conduct by means of appropriate assessments, such as self-assessment of suppliers or onsite assessment at the suppliers' establishments, etc.
- Give importance to promoting and developing business partners by specifying a fair payment period to trading partners including supporting training to provide knowledge, advice, and collaborating with partners to develop their abilities so that they can work properly according to regulations safety in working and the performance of suppliers.
- Disclose information on sustainable supply chain management operations in accordance with international standards.
Personal Data Protection Policy
- “Personal Information”
- Limited Collection of Personal Information
- Objectives in Collecting Personal Information
- Usage and/or disclose of Personal Information
- Security Measures
- Complying with the Personal Data Protection Policy and the communication with the Company
Expressway Business
|
238/7 Asoke-Din Daeng Road, Bang Kapi, Huai Khwang,Bangkok 10310 |
Telephone: (02) 641 4611 | |
Metro Business | 189 Rama IX Road, Huai Khwang, Bangkok 10310 |
Telephone: (02) 624 5200 | |
Email address : | DPO@bemplc.co.th |
Non-infringement of intellectual property Policy
The Company respects and upholds the proprietary rights in others’ intellectual property, whereby use of the intellectual property shall be subject to the prior consent of the intellectual property owner, and then, the Company formulates a policy to forbid 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 work piece as others’ intellectual property, whether in whole or in part, without the owner’s permission.
Policy on Know Your Customer for Use of Electronic Money Services
The Company realizes the duty and prioritizes the requirements for knowing customers, and then formulates the Policy on Know Your Customer for Use of Electronic Money Services in compliance with the Payment System Act B.E. 2560 (2017) and the Notification of the Bank of Thailand B.E. 2563 (2020) Re: Criteria for Know Your Customer for Opening of Electronic Money Services in relation to Customer Identification, Verification and Identity Confirmation, including the Anti-Money Laundering Act B.E. 2542 (1999) and the Ministerial Regulation for Customer Due Diligence
B.E. 2563 (2020), so as to enhance the circumstances of knowing customers to ensure security, reliability according to the risk degree of products and channels of use of electronic money services, as follows:
- Provide measures for identification and verification of customers who have business relationship with the Company whereby the customers must be arranged to present his/her data and evidence for proof of their identification to the Company’s staff, including other channels specified by the Company, before entering into transactions, unless the customers have already proved their identification;
- Store the customer identification data in accordance with the criteria required by laws and the Company’s regulations, with the data requiring to be used to fulfill the intention and objective of the Company only;
- Keep the customer data to ensure its availability at all times by establishing the proper and secure processes/channels for the customer identification, including access, change or amendment and deletion of customer personal data, in accordance with the policy on information technology security of the Company;
- Encourage staff or persons who are related to work to have suitable knowledge and abilities in relation to processes, methods, including compliance with this Policy.
In this regard, the responsibility for the Policy on Know Your Customer for Use of Electronic Money Services lies with the Company, therefore, the persons who are related thereto shall observe and support the same to ensure compliance with the laws.
Biodiversity and Preventing Deforestation Policy
- Emphasize the importance of the conservation of biodiversity and forest resources, along with promoting sustainable utilization of biodiversity. This includes sharing the benefits derived from the use of biological resources in an equitable and fair manner.
- Operate with No Net Loss (NNL) of biodiversity approach, ensuring that business activities do not result in a net negative impact on biodiversity. The Company also actively support projects or initiatives that have a "Net Positive Impact" on biodiversity or No Net Deforestation in all service areas and business premises consistently.
- Refrain from engaging in projects or activities along the entire value chain within areas that are protected, ecologically significant, or in proximity to important biodiversity areas. This includes areas that may have an impact on forests, as stipulated by declarations, agreements, or relevant laws and regulations, both at the national and global levels.
- Conduct regular biodiversity risk assessment of the service areas and business premises, covering existing operation and new premises.
- Establish a biodiversity management plan following the Mitigation Hierarchy approach: Avoid, Reduce, Restore and Offset, that impact on ecosystems and biodiversity.
- Monitor and evaluate the effectiveness of biodiversity and deforestation management, along the entire value chain, including reporting on performance in accordance with appropriate oversight structures.
- Promote awareness and support the involvement of employees and stakeholders throughout the value chain in conserving and promoting biodiversity, and preventing deforestation.
Environmental and Climate Policy
The Company conducts business with strong adherence to the social and environmental responsibility, leading to our commitment to continuously developing environmental and climate change management systems in accordance with international principles and standards for sustainability. This encompasses activities related to the company's stakeholders by the following:
- Integrate environmental awareness programs and sustainable resource management strategies into our operations to protect the environment.
- Prevent and control the environmental pollutions generated from the business activities to minimize the environmental impacts and climate change to as low as reasonably practicable, and aiming for net zero greenhouse gas emission.
- Employ effective and efficient sourcing, selection, and resource management measures, including proactive prevention and control strategies, to minimize environmental impact and maximize resource utilization for sustainable operations.
- Ensure that the business complies with all applicable laws and environmental regulations.
- Ensure that the environmental and climate change management systems are regularly reviewed and continuously improved to remain consistent and adaptive to business context, materiality issue and changing circumstances. This includes protecting and preserving biodiversity and ecosystems.
- Communicate the environmental and climate change policy, guidelines, and management practices to staff and key suppliers, promoting knowledge, awareness, and participation throughout the value chain.
All employees, contractors, suppliers, and collaborators share responsibility for upholding this Environmental and Climate Change Policy, ensuring a healthy environment for everyone across our value chain, including our customers, employees, stakeholders, and the surrounding communities.
Quality Policy
- Customer Focus:
- Commitment to satisfaction: Deliver expressway and mass rapid transit services that meet customer expectations.
- Safe and reliable journeys: Ensure the safety, convenience, fast, reliability, and punctuality of our expressway and metro systems.
- Continuous improvement: Actively seek feedback and implement improvements to enhance the customer experience.
- Excellence and Efficiency:
- Quality management : Continuously develop and improve our quality management system to meet international standards.
- Operational efficiency : Optimize processes to enhance efficiency and effectiveness across all levels of the organization.
- Employee Development and Engagement:
- Knowledge and skills : Equip our employees with the necessary knowledge, skills, and competencies to perform their duties safely and deliver excellent service.
- Empowerment and commitment : Foster a culture of ownership and engagement, encouraging employees to contribute to quality improvement initiatives.
- Shared Value Creation:
- Stakeholder focus : Recognize and address the needs and aspirations of our stakeholders, including customers, employees, shareholders, and the community.
- Sustainable practices : Implement sustainable practices throughout our operations, minimizing environmental impact and maximizing positive societal outcomes.
Corporate Social Responsibility and Sustainable Development Policy
The Company is committed to conducting its business operations in accordance with sustainability principles that create balance in terms of economic, social and environmental aspects taking into account good corporate governance and effective risk management.; as well as social and environmental responsibility including coordination with all groups of stakeholders for mutual benefit in every dimension, as follows:
- To lead the organization with the concept of sustainable development, 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 comply with the corporate governance policy and risk management policy including the environmental policy as well as taking into account the social responsibility and relevant communities including issue related to human rights, safety and hygiene throughout the company’s business value chain;
- To promote training, learning, and counseling, focusing on practices according to the sustainable development guidelines;
- To support the operation and cooperation with all groups of stakeholders to achieve sustainable development;
- Follow up and evaluate the company's sustainability performance for continuous improvement and development along with disclosing sustainability information in accordance with international standards to the stakeholders.
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.
Human Rights Policy
The Company mandates compliance with the human rights principles or human dignity for directors, executives and staff regardless of race, color, sex, sexual status, vulnerable groups or disability, language, religion, social, property, birth origin, political opinion, or other status. This obligation extends to realize their rights, duties, and responsibilities towards all groups of stakeholders throughout the business value chain with a particular focus on employees, customers, partners (contractors, partners, and/or allies), communities and societies. The Company is committed to promoting collaboration with stakeholders to abstain from supporting or participating in human rights violations. The Company adheres to internationally accepted human rights standards such as Universal Declaration of Human Rights (UDHR), United Nations Global Compact (UNGC), United Nations Guiding Principles on Business and Human Rights (UNGP), International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work, and General Data Protection Regulation (GDPR). The guidelines for this commitment are as follows:
- The Company must strictly comply with the laws and human rights principles and refrain from supporting any business that violates the human rights. Human rights due diligence is an integrated part of the Company’ s processes throughout the business value chain.
- The Company ensures equal treatment of all staff according to human rights principles, eliminating discrimination in employment, remuneration, training and development, appointment, rotation, promotion, termination or dismissal, based on factor such as sex, sexual status, race, color, religion, age, marital status, pregnancy, political opinion, or disability.
- The Company allows all staff entitled equal rights in term of work, health and safety, privacy, freedom of opinions, freedom of associations and collective bargaining, in accordance with the Company’ s rules, regulations, notifications and orders.
- The Company equally treats all groups of stakeholders, such as customers, suppliers, communities and societies, etc., without discrimination. There are respects of customers rights, for example, treating customers fairly without violation of customers’ privacy; respects of suppliers rights, for instance, treating them fairly, arranging for transparent procurement, and supporting compliance with human rights principles of suppliers by promoting cooperation in implementing the supplier code of conduct; and respects of community rights, such as listening to communities’ opinions and supporting their participations.
- The Company opposes human rights violations throughout the business value chain in all forms; including discrimination, sexual harassment and non-sexual harassment, as well as illegal labors practices such as human trafficking, forced labor and child labor. In addition, the Company also guarantees the right to collective bargaining and freedom of association for all employees, in order to prevent human rights risks in business operations.
- The Company is committed to conducting business under the principles of human rights and expects stakeholders throughout the business value chain to operate according to human rights principles as well. The Company therefore promotes knowledge, understanding and behavior in respecting human rights to staff and stakeholders at an appropriate period of time.
- The Company assesses human rights risks and impacts within the organization and in the business value chain. All departments regulary evaluate human rights risks of its maintaining a mechanism to receive complaints or reports in a confidential manner, ensuring the safety protection of complainants or whistleblowers.
- The Company has established an operating process for handing complaints by specifying the responsible person and the operating time. Safety measures for protection of complainants or whistleblowers, inspection, follow-ups, as well as punishment for those who violate human rights, and remedy for those who have been violated are implemented in compliance with the laws or the rules and regulations of the Company.
- The Company disclosure its human rights performance results annually through annual reports or sustainability reports, its website and other communication channels as appropriate.
Safety and Hygiene Policy
- Mitigate hazards and minimize occupational health and safety risks related to transit system operations to level as reasonably practicable and comply with laws and regulations .
- Implement preventive and corrective measures efficiently and effectively to reduce identified risks.
- Provide safe and healthy working conditions to prevent occupational injuries and illnesses.
- Support the staff for consultation and participation regarding occupational health and safety.
- Raise safety knowledge and awareness among involved parties.
Stakeholder Engagement Policy
1. Scope of the policy
The stakeholder engagement policy applies to all operational activities toward stakeholders, throughout the business value chain, who are positively and negatively affected, both directly and indirectly, from the business operations that the Company has management control such as own operations and subsidiaries, including those who influence the Company’s operations; such as customers, societies and communities, suppliers, shareholders, or regulatory and government agencies, etc.
2. Objectives of stakeholder engagement
2.2 To determine strategies to meet the needs and expectations of stakeholders
2.3 To build confidence among stakeholders in using the service, and participating in business as partners (suppliers, contractors, subcontractors and allies), investors or others
2.4 To ensure that the Company has delivered good quality of services
3. Identification and prioritization of stakeholders
The Company identifies groups of stakeholders by considering those affected by the Company's operations positively and negatively, both directly and indirectly, and the Company has prioritized each group by considering the severity of the potential impact from highest to lowest. The first 3 important stakeholder groups of the Company are customers, employees, societies and communities.
4. Creating participation with stakeholders
The Company considers methods of stakeholder engagement as appropriate for each group by giving importance pursuant to stakeholder’s prioritization, such as surveying customer satisfaction and expectations; surveying employee satisfaction and engagement; meeting, talking, and visiting communities affected by the Company's operations; visiting suppliers on-site, as well as receiving suggestions and complaints through the company's various channels, etc., so that stakeholders can express their opinions and/or needs and expectations effectively.
5. Stakeholder’s capacity development for stakeholder engagement
The Company assesses the stakeholder’s capacity on engagement by continually sharing experiences among the departments, which are responsible for engaging with stakeholders, in order to analyze and conclude the guidelines for developing the stakeholders’ capacity to engage. The Company provides various communication channels to have a correct understanding and building good relationships with stakeholders.
6. Risk management of stakeholder engagement
The Company has applied risk management principles for stakeholder engagement process by identifying and assessing risks as well as determining guidelines for prevention or risk management in order to mitigate the impacts that may result from stakeholder engagement in each group effectively. The examples of stakeholder engagement’s risks that may be taken into account are reluctance to participate, fatigue in participation, or conflicts among participants, etc. In this regard, for stakeholder engagement in each channel or activity, the company has set objectives, goals and expected results, and then communicates to stakeholders for a consistent understanding as well.
7. Communication and reporting of stakeholder engagement’s results
The Company provides communication channels with stakeholders in various channels, including the information service center as main channel.
For reporting the results of stakeholder engagement, the Company will undertake through communication channels with stakeholders in each group. The Company reports results of stakeholder engagement as a whole to the executive management and the board of directors or assigned committee at least once a year.
8. Disclosure of information
The Company will disclose complete, accurate, transparent, unambiguous and thorough information to ensure that each group of stakeholders has access to useful information. Important information regarding stakeholder engagement will be disclosed through the annual report, sustainability report, company website and other channels of the Company.
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