Corporate Governance

Shareholders’ rights

The shareholders are entitled to Bangchak’s ownership by exercising their rights to appoint directors to perform on their behalf and the rights to make decisions on key changes. The Board recognizes and values such rights by promoting such exercise and refraining from violating or depriving their rights.

---

Equitable Treatment of Shareholders

All shareholders are entitled to receive fair treatment. The Board is to ensure such fair treatment and safeguard their fundamental rights.

---

Roles of stakeholders

Employees

• Places Individual Development Plans (IDPs) to raise staff knowledge and caliber.
• Performance assessment is based on the Balance Scorecard principles whereby all employees have Key Performance Indicators (KPIs) and will be compensated in accordance with their performance.
• Gives a competitive and fair compensation, depending on the overall performance of the company, in the short term and the long term. In this regard, an annual salary survey is carried out with other companies in the same industry. Bangchak, moreover, provided staff welfare exceeding what was required by law, which included the provident fund, medical welfare, shuttle-bus service, staff relations activities, as well as an employee club with various recreational activities.

Customers

• The Company is dedicated to improving the quality and reliability of products and services for maximum customer satisfaction. Its policy is to deliver quality goods and services which meet or exceed customers’ demands under fair conditions. Bangchak brand service stations were ranked 1st (tie for 1st place) as measured by Net Promoter Score for the second consecutive year.
• The Company is also committed to consumers’ safety by delivering standard-certified products and by giving accurate, adequate information about its products and services.

Suppliers/Contractors

• The Company has a suppliers’ code of conduct and a policy to select and treat Suppliers/Contractors with equality and fairness. It has produced a “Business Contact” manual and drawn up a “Dealer/Station Operator Policy” for distribution to business contacts and dealers/station operators so that they may have proper understanding and strictly comply with Bangchak’s corporate governance and business ethics. Bangchak also firmly adheres to contract provisions. Whenever any condition cannot be complied with, Bangchak urgently informs Suppliers/Contractors in advance to jointly solve problems.
• The Company has defined strict criteria for Suppliers/Contractors selection to bolster fair and equal procurement procedures without violation of human rights. It invites those qualified to register with it. Qualified companies are allowed to make offers to compete with others in the same business. The procurement committee then proceeds with the selection, based on price and technical aspects.

Creditors

The Company treats its creditors fairly, responsibly, and transparently and seeks to fulfill all its contractual and financial obligations, especially guarantee conditions, capital management, and payment, collaterals, potential obligations and debts, as well as appropriate capital structure management to ensure creditors of its financial status and ability of repayment. If it cannot fulfill one or more of its obligations, it must notify creditors in advance so that a resolution can be mutually agreed.

Competitors

The Company conducts business with ethics, transparency, and engages in fair competition with its competitors under the guidance of fair competition. It does not seek to find information about Competitors through dishonest or inappropriate means, for example, bribing a competitor’s employees. The Company does not engage in slander or discrediting its competitors.

Shareholders

The Company is determined to follow the principles of corporate governance and is focused on creating a business which has financial stability and sustainability to maximize the value of shares for the benefit of the shareholders.

Communities surrounding the refinery, society, and the environment

• The Company conducts its business with adherence to environmental management standards, such as ISO 14000. The Company considers health and safety and the environment an integral part of the business, and has a written guideline on health, safety and the environment for the Directors, Executives, and employees to uphold.
• Environmental stewardship
  • Internal efforts by using LED light bulbs to save energy, promoting the use of recycled paper, using electronics system to improve work processes by reducing the use of paper, as well as providing knowledge and training for employees on occupational safety, health, and environment, as well as energy.
  • External efforts by arranging for E-Procurement for business partners in making offers in procurement and E-Complaint for customers in filing their complaints or making recommendations, to reduce the use of paper.
• The Company produces “Krob Krua Bai Mai” (Leaf Family) newsletter and “Rob Rua Bangchak” (Bangchak Neighbors) magazine for distribution every other month to allow the community to know the goings-on of the Company as well as receiving interesting information, such as how to save energy, how to ensure safety in daily life, and health tips and how to protect the environment. This is another way for the Company to communicate with and take care of communities around its refinery.

Consumption of resources

The Company continually raises the efficiency of resource (energy, water and chemical) consumption, suiting the size of the business and efficiently managing waste and use it to its full potential.

Sanctity of intellectual properties

Bangchak has its policy on intellectual property management to define clear guidelines for the prevention and sanctity of intellectual properties. Compliance with this policy is the direct responsibility of the executives, employees, affiliates, and contractors working on behalf of Bangchak.

---

Information disclosure and transparency

Bangchak discloses key information, whether financial or non-financial, in an accurate, complete, timely, and transparent manner through readily accessible channels that are equitable and credible.

---

Board responsibilities

Directors must perform with responsibility, care, integrity, and compliance with laws, objectives, regulations, and Board/shareholders’ resolutions. They must also contribute to corporate governance for Bangchak’s best interests, leading to long-term growth and supplementing long-term value for shareholders. Accountable to stakeholders, they are independent of the management.

---