BPP aims to operate business in the best interest of shareholders, investors, customers, business partners, communities and all groups of stakeholders. It, therefore, has put utmost efforts to create business growth with good return in tan dem with conducting business with honest, integrity, morality and ethics. A code of conduct manual composed with best practices has been arranged for its directors, executives and employees so that they acknowledge and adhere as the operational guideline. In addition, BPP is committed to respecting and complying with applicable laws, rules and regulations in all areas where it has operated businesses.
BPP has prepared a “Code of Conduct” handbook and communicated it to all directors, executives and employees so as to be used as a guideline for working and performing their duties with honesty and transparency, upholding to the rules of law, standing firms in justice and ethics, including putting top priority to customers and social responsibility, not being involved with politics and taking into account all group of stakeholders. These also include non-involvement in human rights violations, anti-corruption, no gifts and bribes, no conflicts of interest, no actions infringing others’ intellectual properties or copyrights, as well as having channels for stakeholder’s whistleblowing.
In order to comply with the CG principles for listed companies for the year 2017 issued by the Securities and Exchange Commission, BPP revised its Corporate Governance policy and Code of Conduct handbook in 2021. Consequently, two aspects of contents were added, including a holding of directorship in other companies by a Chief Executive Officer (CEO) and a determination of blackout period for securities trading as well as a report on changes in holding BPP’s securities by the Board of Directors and its executives. In addition, the anti-corruption policy was also improved so as to be in line with the guidelines of “Thailand Private Sector Collective Action against Corruption” (CAC) project.
BPP focuses on developing business ethics to meet the international standards and adheres to operating business in accordance with applicable laws, rules, regulations and criteria related to business operations both domestically and internationally, for example:
- The Good Corporate Governance principle for listed companies by the Stock Exchange of Thailand and the Securities and Exchange Commission
- Articles of Association of the Company according to the Securities and Exchange Act.
- Policy Statement on Code of Best Practices of Directors of Listed Companies
- The CG ASEAN Scored Card by ASEAN Capital Market Forum
- Principles of Corporate Governance โดย The Organization for Economic Co-operation and Development (OECD)
BPP has always fought against all forms of corruption whether directly, indirectly or through the third parties. Hence, the anti-corruption measures have been set up in the “Anti-Corruption Policy”, while the guidelines for anti-corruption policy on accepting and offering of gifts, hospitality, or other similar forms have also been established. The aim is to be a clear practice guideline for operating business with honesty, transparency and verifiability in order to develop into a sustainable organization.
- A membership in Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) was renewed in Q4/2022, marking the second term after being certified for the first time in 2019.
- Having received the “Excellence CG Scoring” rating or accountable for 94%. The rating received was based on the 2022 corporate governance survey of listed companies organized by the Thai Institute of Directors (IOD). BPP has received this “Excellence CG Scoring” rating for the third consecutive year, reinforcing its commitment and success in sustainability operations, which has taken into account the environmental, social and good governance (ESG) issues.
- BPP was ranked as one of 234 listed companies from six ASEAN countries, namely Thailand, Malaysia, Singapore, Philippines, Indonesia and Vietnam. The Company was selected in the “ASEAN Asset Class Publicly Listed Companies 2021” group, receiving an ASEAN CG Scorecard of 50 points up.
- BPP was appraised by the Thai Investors Association on the topic of “Tutoring Intensively, receiving 100% Scores”, or “Tiwkhem Hai Temroi” in Thai. BPP received a full 100% score.
Moreover, BPP has cultivated a culture of ethical operation by defining it as one of the corporate core values and one of the key performance indicators (KPI) of all executives and employees. In 2022, BPP continued promoting various activities so as to ensure that all of its personnel know about business ethics and anti-corruption as follows:
- A training on organizational business ethics for newly hired employees with 100% attendances.
- A knowledge test on corporate governance and business ethics was conducted with executives and employees accepting such policies 100%.
- No significant complaints relating to corporate governance.
- None of incidents associated with corporate governance and corruption.
- The corporate shared values survey conducted with employees found that the value of “Adhere to Integrity and Ethics” was one of the behaviors BPP employees express the most.
- The corporate culture survey results for the year 2022 found that, overall, the “Committed” attribute was in a satisfactory level.
- Organizing activities to promote understanding of business ethics annually or the “CG Day” under the theme of “Scale up your CG”.
- Conducting CG communications in the form of VDO podcast every Friday through the program called “Friday Morning News Program” so as to make executives and employees well aware of the CG principles seen up-close, inclusion of reviewing the correct understanding.
- Assessing the corruption risks and developing preventive measures for the year 2022 by conducting risk assessments covering every business in all countries where BPP has investments, both at the subsidiary and joint venture companies, and reporting the results to the Risk Management Committee.
- Continuously operating business in accordance with the guidelines on accepting and offering of gifts, hospitality, or other similar forms in accordance with the “No Gift Policy”, and communicating the anti-corruption policy to directors, executives and employees throughout the organization, including stakeholders in order to make the policy into materialized practices.
Key Activities and Projects
BPP organized an internal CG communication called “Scale up your CG” where various doubts related to CG were presented in the form of infographics displayed in a “VDO Clip” so as to make its employees have a clearer understanding about such issues. In addition, the case studies associated with violations of corporate governance and anti-corruption policies and their impacts, which were collected from the news disseminated were broadcast though the VDO Podcasts channel under the “Friday Morning News Program”. A test to evaluate employees’ understanding was later conducted through the “CG Quiz” so that they know and understand the CG principles, using them as a guideline to prevent them from violating CG policies and code of conduct.
On 22 October 2022, BPP together with Banpu Group organized the CG Day 2022, an annual event to promote and instill employees at all levels to realize the importance of ethical business practices, adhering and insisting on the truth. Approximately 180 employees of Banpu Group participated in the event both on-site and online. This year, BPP organized the ultimate quiz competition topic “Scale up Your CG”, by giving opportunities for executives and employees to join in the quiz competition. The aim was to promote understanding and review knowledge about CG principles according to the CG policy and code of conducts, the anti-corruption policy and the whistleblower policy.
Additionally, BPP has set up a CG E-learning & E-testing system for its employees to review and test their understanding about the importance of BPP policies and practices on good corporate governance and business ethics. The CG E- learning is a system educating and creating awareness of employees at all levels about corporate governance policy and code of conduct so that they understand and are able to use such policies in their daily works. Meanwhile, the CG E-Testing will assess employee’s understanding levels regarding corporate governance.
The complaints will be turned into the internal fraud management process whereby the Investigation Committee will inspect the grievances received in accordance with the Corporate Fraud Management guideline. The investigation results and recommendations will be compiled and presented to the CEO for making decisions and guiding appropriate corrective solutions. Such complaints will be reported to the Governance and Nomination Committee every quarter and will be later summarized and further submitted to the Board of Directors. If anyone commits a breach of disciplines, he/she must be responsible for compensating the damages caused by his/her actions to BPP. He/she will also be legally liable for those who have been damaged or effected by the said actions. In addition, BPP also reviews the procedures to find ways to prevent recurrences.
BPP continues focusing on a two-way communication with its employees. In addition to communicating about the best practices it upholds, the Company also encourages its employees at all operational levels to turn these best practices into the true actions in accordance with the organizational standards and business ethics. The best practice communication is run through internal activities and other public relations channels. Moreover, employees are also encouraged to express their opinions, make inquiries, or submit relevant grievances through various channels either emails, telephones or a whistleblowing system.
- Chairman of the Corporate Governance and Nomination Committee
- The Secretary of the Corporate Governance and Nomination Committee
- Letter: the Secretary of the Corporate Governance and Nomination Committee
Banpu Power Public Company Limited
26th Floor, Thanapoom Tower, 1550 Petchburi Road, Makkasan,
Ratchathewi, Bangkok, 10400
- Company Website: banpupower.com/complaints_handling
- Banpu Portal: BPP Whistleblower
- E-mail: GNCchairman@banpupower.co.th and/or mailto:BPP_Comsec@banpupower.co.th
Corporate Governance Policy and Code of Conduct