Corporate Governance Policy

The Company generally observes the principles of good corporate governance encouraged by the Stock Exchange of Thailand

that is consistent with the Corporate Governance Code for listed companies 2017 developed by the Securities and Exchange Commission. The best practices in corporate governance at the date of Form 56-1 for the fiscal year 2566 preparation are as following:

The Board of Directors consists of people who have qualification and related work experiences to create vision, policy and business strategies for the Company. The Company focuses on internal control, internal audit, risk management and business review process to ensure that its business operation is align with applicable laws and regulations and under a sound judgement.

In addition to a report of interest of directors (i.e.) information on shareholdings, directorships, or executive positions in other legal entity (ies), the Company shall disclose a report of interest of each executive which relates to his/her directorship/executive position in other affiliates.

The Board adopted the Board Governance Guidelines, setting out the governance, nomination of directors, determination of directors’ remuneration, an independence of the Board from the management, director development and assessment of the Board’s performance and succession planning reflecting the Company’s current practices suitable for the Company’s business and posted on the Company’s website (www.bsrc.co.th) as follows:

Board Size and Composition

The size of the Board will provide for sufficient diversity among Directors and Independent Directors, while also facilitating substantive discussions in which each Director can participate meaningfully. Normally, the Board intends to have approximately ten to thirteen members, with no less than one-third of the Board being comprised of Independent Directors.

Independent Directors

The Board will include Directors whom the Board has determined to be independent per the definitions set forth by the Securities and Exchange Committee and the Stock Exchange of Thailand (“SET”). In general, an Independent Director must have no material relationship with the Company, directly or indirectly.

Employee Directors

The Board will include Company Management who can effectively represent material aspects of the Company’s operations and areas of functional expertise. Employee Directors will be held to the same standards as Independent Directors in terms of election, standards of conduct and commitment to Board activities.

Election of Directors

Directors will stand for election at the annual general meeting of shareholders, with no less than one-third of the Directors standing for election in each calendar year to serve for their terms. Directors will be approved by a majority vote of shareholders participating in the annual general meeting of shareholders, either directly or via proxy. If a Director’s resignation is submitted to the Company prior to the end of their current term, the Board may fill any resulting vacancy, reduce the size of the Board, or take other appropriate action in accordance with applicable law and the provisions of the Company’s Articles of Association.

Chairperson and Managing Director

The Chief Executive Officer (CEO) and Chairperson are separated consistent with SET Regulation.

Term Limits

The Board believes that experience as a BSRC Director is a valuable asset, especially in light of the size and scope of the Company’s operations. Therefore, Directors are not subject to term limits or a mandatory retirement age. Eligibility to continue to serve as a Director will be based on experience, commitment, performance within the Board and ability to effectively contribute to the Board and Company shareholders. The Nomination, Remuneration and Performance Evaluation Committee,

specifically, and the Board, generally, will assess performance and the ability of a Director to stand for election on a case by case basis including the independence of an independent director candidate, as part of the nomination process prior to the annual general meeting of shareholders.

Other Directorships

Recognizing the time commitment required of Directors, it is expected that Directors will serve on the boards of other companies only to the extent that, in the judgment of the Board, such services do not detract from the Directors’ ability to devote the necessary time and attention to the Company. However, Director should serve on the boards of listed companies only up to 5 listed companies. The Chairperson will, at least annually, review all Directors’ service on the boards of other companies.

To avoid any potential conflict of interest, Directors will not accept a seat on any additional company board without first reviewing the matter with the Chairperson.

Selection

The Board, acting on the recommendation of the Nomination, Remuneration and Performance Evaluation Committee, will nominate a slate of Director candidates for election at each annual general meeting of shareholders and will elect Directors to fill vacancies, including vacancies created as a result of resignation, between annual general meetings.

Qualifications

Candidates for Director of the Company should be individuals who have achieved prominence in their fields, with experience and demonstrated expertise in managing large, relatively complex organizations or in a professional or scientific capacity, and be accustomed to dealing with complex situations preferably those with international breadth. All candidates must be free from any relationship with management or the Company which would interfere with the exercise of independent judgment. Candidates should be committed to representing the interests of all shareholders and not any particular constituency.

The Board believes a Director should be able to serve for at least several years. Candidates should bring integrity, insight, energy, and analytical skills to Board deliberations, and must have a commitment to devote the necessary time and attention to oversee the affairs of a company of the size and complexity as the Company. The Company recognizes the strength and effectiveness of the Board reflects the experience and diversity of Directors; their commitment to the success of the Company and its shareholders; and the ability of Directors to work effectively as a group to carry out their responsibilities. The Company seeks candidates with diverse personal experiences and backgrounds who possess complementary knowledge and skills in areas of importance to the Company. These may include knowledge of the oil & gas industry, refining, petrochemicals, finance, and international operations.

Orientation

New non-Employee Directors will receive a comprehensive orientation from appropriate management regarding the Company’s business and affairs.

Number of Regular Meetings

The Board normally holds five to seven regular meetings per year. Additional meetings may be scheduled as required.

Agenda and Briefing Material

An agenda for each Board meeting will be distributed to each director at least 7 clear days in advance while briefing materials will, to the extent practicable, be distributed to each Director approximately 5 working days prior to each meeting. The Chairperson, in consultation with the Chief Executive Officer, executives and the Company Secretary as required, will normally set the agenda for Board meetings consistent with draft whole year agenda items reviewed by the Board at the end of preceding year. Any Director may request the inclusion of specific items.

Meeting Attendance

It is expected that each Director will make every effort to attend each Board meeting and each meeting of any committee on which he or she sits. Attendance in person is preferred but attendance by teleconference is permitted if necessary, under the rules set forth by relevant laws and regulations for procedure, quorum and voting.

Director Preparedness

Each Director should be familiar with the agenda for each meeting, have carefully reviewed all other materials distributed in advance of the meeting, and be prepared to participate meaningfully in the meeting, and to discuss all scheduled items of business.

Confidentiality

The proceedings and deliberations of the Board and its committees are confidential. Each Director will maintain confidentiality of information received in connection with his or her service as a Director, including discussions and information on processes of the Board and its Committees.

At least annually, the Board will evaluate its performance and effectiveness.

The Board will appoint from among its members any committees it determines are necessary or appropriate to conduct its business. Currently, the standing committees of the Board are the Audit Committee, the Nomination, Remuneration and Performance Evaluation Committee and the Environment, Sustainability and Corporate Governance Committee.

Committee Composition

The Board Audit Committee will consist solely of Independent Directors. The Nomination, Remuneration and Performance Evaluation Committee shall be comprised of both Directors and Independent Directors provided that the majority of the members be Independent Directors. The Sustainability and Corporate Governance Committee shall be comprised of independent directors and directors of the Company.

At least annually, the Nomination, Remuneration and Performance Evaluation Committee shall, with support of the Board, review the performance of the Chief Executive Officer in light of the Company’s goals and objectives.

At least once every two years, the Board will review succession plans for senior management positions within the Company. Succession planning will address both succession in the ordinary course of business and contingency planning in case of unexpected events.

The Company has adopted comprehensive standards of business conduct. Each Director is expected to be familiar with and to follow these standards, as well as these Board Governance Guidelines. The Company Secretary and Controller will review any issues arising under the applicable standards of business conduct with respect to an executive officer or Director and will report its findings to the full Board. The Board does not envision that any waivers will be authorized.

Compensation for directors will be proposed by the Board on the recommendation of the Nomination, Remuneration and Performance Evaluation Committee, and will be reviewed and approved by 2/3 of shareholders present at the annual general meeting. Director compensation will be set at a level that is consistent with market practice, taking into account the size and scope of the Company’s business and the responsibilities of its Directors.

It is expected that directors remain well-informed regarding current aspects of the Company’s operations, projects, and best practices in corporate governance. In that regard, the Board encourages directors to participate in continuing education opportunities inside and outside of the Company, such as the programs offered by the Thai Institute of Directors Association (IOD) and Thai Listed Companies Association (TLCA).

The Company as the shareholder shall appoint its representative to attend the meeting of its subsidiaries. The representative of the Company shall vote at the general meeting of shareholders in accordance with the principle or guidance provided by the Company. The Company shall have the same rights as other shareholders except for certain rights e.g. right to receive a dividend payment or right to nominate director in those subsidiaries pursuant to Articles of Association of those subsidiaries. In the past, the Company, as the shareholder, passed the resolution to appoint the Company’s employees as the directors and managing director of those subsidiaries. Those directors shall have power to operate the business in accordance with policy, objectives and articles of association, resolutions of board of directors and shareholders as well as applicable laws.

Shareholders and Stakeholders Policy and Guideline

The Company recognizes the rights of shareholders, including but not limited to the right to freely buy, sell, or transfer shares; to participate in, express opinions at, raise questions during, or propose agenda items for the annual general meeting of shareholders; nominate directors; and vote at general meetings of shareholders regarding the Company’s performance, election or removal of directors, directors’ remuneration, appointment of external auditors, auditor’s fee, declaration of final dividends, amendments to the Memorandum and Articles of Association, capital increases or decreases, and the approval of extraordinary transactions requiring shareholder approval.

Shareholders are provided with adequate information regarding issues presented for voting at general meetings of shareholders in a timely manner to enable shareholders to exercise their voting rights effectively including but not limited to the following:

  • Election of directors: information of candidates including education, experience, and positions in other companies, businesses, or organizations.
  • Directors Remuneration: composition and amount of remuneration proposed for approval at the shareholders’ meeting.
  • Appointment of external auditors and auditor’s fee: names and firms of auditors proposed for appointment, proposed auditor’s fee, and number of years serving as the external auditor of the Company (in case of the appointment of the same external auditor).
  • Declaration of final dividend: summary of clarification for shareholders’ use for casting their vote on the proposed final dividend.
  • Other significant matters such as capital increases or decreases, amendments to Articles of Association, sale, cessation, or transfer of its principal business operation, amalgamation, etc., with adequate information to meet the objectives of a proposed matter including its impact on the Company and shareholders.

In addition to the above information, shareholders are provided with relevant opinions of the directors, regarding each agenda items presented for voting at general meetings of shareholders to enable Shareholders are appropriately invited to share their opinion and ask questions at the shareholders’ meeting. Annual general meetings of shareholders are attended by relevant knowledgeable executives to answer questions. The minutes of meeting are duly prepared in which relevant information is available including but not limited to names of directors and executives attending the meeting, summary of significant questions asked and relevant explanation and clarification provided at the meeting, proposed significant opinion, voting and calculation procedure, resolutions of each agenda items divided into approval, disapproval and abstain etc. shareholders to exercise their vote. The Company complies with requirement stipulated in the Articles of Association and applicable laws and regulations regarding shareholders’ meeting including posting the completed set of the notice of general meeting of shareholders in both Thai and English on the Company’s website at least 30 days before the meeting which includes requirement for attendance the shareholders’ meeting and agenda items in advance as required by relevant laws and regulations.

Shareholders are appropriately invited to share their opinion and ask questions at the shareholders’ meeting. Annual general meetings of shareholders are attended by relevant knowledgeable executives to answer questions. The minutes of meeting are duly prepared in which relevant information is available including but not limited to names of directors and executives attending the meeting, summary of significant questions asked and relevant explanation and clarification provided at the meeting, proposed significant opinion, voting and calculation procedure, resolutions of each agenda items divided into approval, disapproval and abstain etc.

The Company facilitates and encourages its shareholders, including institutional shareholders, to attend the general meetings of shareholders. In case of physical meeting, the Company attempts to select a meeting venue accessible by mass transportation for the convenience of its shareholders. In case of electronic meeting, the Company shall purchase the E-AGM Service from the service provider being the SET’s affiliate using E-AGM system that is consistent with the Electronic Transactions Development Agency (ETDA)’s standard. In case of an appointment of a proxy, shareholders, including institutional shareholders, are encouraged to submit registration documents duly prepared in accordance with rules stipulated in the notice of the general meeting of shareholders along with all supporting documents to the Company prior to the meeting date. For physical meeting, a barcode system is used for registration and vote counting to expedite the registration and vote computation process. The Company also provides stamp duty for the appointment of proxies.

The Conflict of Interest is part of the Standards of Business Conduct. In general, it is the Company’s policy that directors, officers, and employees should avoid any actual or apparent conflict between their own personal interests and the interests of the Company. A conflict of interest can arise when a director, officer, or employee takes actions or has personal interests that may interfere with his or her objective and effective

performance of work for the Company. For example, directors, officers, and employees are expected to avoid actual or apparent conflict in dealings with suppliers, customers, competitors, and other third parties. Directors, officers, and employees are expected to refrain from taking for themselves opportunities discovered through their use of corporate assets or through their positions with the Company. Furthermore, directors, officers, and employees are expected to avoid securities transactions that are based on material, non-public information obtained through their positions with the Company. In relation to the potential misuse of insider information, the Company has undertaken the following steps:

  • Educate the Company’s executives regarding their responsibilities to report holdings of the Company’s shares, and the penalties for non-disclosure under the Securities and Exchange Act B.E. 2535 (as amended) and the Stock Exchange of Thailand regulations.
  • Advise the Company’s executives to report changes in such holdings of the Company’s shares to the SEC in accordance with the Securities and Exchange Act B.E. 2535 (as amended).
  • Counsel the Company’s executives on the sensitivities associated with the use of Company’s information which may have a bearing on the Company’s share price. The Company advises relevant employees one month prior to the release of the Company’s financial statements not to disclose any material information prior to disclosure of such information to the SET and the board of directors.
  • Remind the Company’s directors, executives, employees, and officers, that they and their respective spouses and dependents, are prohibited from using the Company’s information to sell, buy, transfer, or receive any transfer of the Company’s shares before such information is disclosed to the public. Any such use may violate applicable laws and subject the individual to disciplinary action by the Company.
  • Within January of each year, all employees shall be reminded and communicated that employees with access to the defined Insider Information and their respective spouses and dependents, are prohibited from purchasing, selling or engaging in any transaction involving the Company’s securities or forward contracts or from passing on such information to other persons.

The Company recognizes the importance of the legal rights of various groups of stakeholders including shareholders, customers, employees, and communities. It is the Company’s policy to comply with all governmental laws, rules, and regulations applicable to its business including but not limited to intellectual property and copyrights. We strive to provide channels for stakeholders to communicate their concerns (Whistle Blowing) to the Board of Directors and/or the Company with regard to potential irregularities, incorrect financial reporting, deficiencies in internal controls, or unethical practices as detailed in “Whistle Blowing” (Page 110).

The Company recognizes the importance and value of the communities and the environment in which we operate. The Company has a policy that sets the expectation of compliance with all applicable laws, rules, and regulations, and reiterates the importance of respect for local and national cultures. Above all other objectives, the Company is dedicated to running safe and environmentally responsible operations.

The Company expects compliance with its standards of integrity throughout the organization and will not tolerate employees who achieve results by violating laws or the Company’s policies. The Company’s directors and officers support, and expect the Company’s employees to support, any employee who passes up an opportunity or advantage that would sacrifice ethical standards.

It is the Company’s policy that all transactions will be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the Company’s books and records, and to be honest.

It is the Company’s policy to make full, fair, accurate, timely, and understandable disclosures in reports and documents that the Company’s files with the authorities or in other public communications. Relevant information is disclosed to shareholders in accordance with applicable laws. In the past year, the Company disclosed essential matters as required by relevant rules and regulations through the Stock Exchange of Thailand in a timely manner. Financial reports and relevant information are also posted on the Company’s website (www.bsrc.co.th). All employees are responsible for reporting material information known to them to higher management so that the information will be available to executives responsible for making disclosure decisions.

Moreover, the Company’s Investor Relations function serves as a focal point to conduct investor relations activities and ensure effective communication with investors and securities analysts. Various communication channels and methods are utilized including the Company’s website, quarterly analyst meetings, company visits, e-mails, and telephone calls.

Invester Relations Contact

Tel: 033 142 244

Email: bsrcir@bangchak.co.th

Standards of Business Conduct

The Company has well-established “Standards of Business Conduct” consisting of policies and guidelines regarding ethical behavior in all aspects of its operations and business, and these Standards of Business Conduct apply to all officers and employees, without exception.

The Company’s Standards of Business Conduct contain 22 foundational policies as follows:

  1. Ethics
  2. Conflicts of Interest
  3. Corporate Assets
  4. Directorship
  5. Gifts and Entertainment
  6. Anti-corruption
  7. Political Activities
  8. International Operations
  9. Antitrust
  10. Health
  11. Environment
  12. Safety
  13. Product Safety
  14. Customer Relations and Product Quality
  15. Alcohol and Drug Use
  16. Equal Employment Opportunity
  17. Harassment in the Workplace
  18. Sustainability Policy
  19. Biodiversity Policy
  20. Personal Data Protection Policy
  21. Enterprise-wide Risk Management Policy
  22. Energy Management Policy

While the Company’s policies cover a wide range of subjects, the uncompromising requirement for honesty, integrity, and ethical dealing is fundamental to all of them. In particular, the Company’s stringent standards against corruption are clearly reflected in the Ethics, Conflicts of Interest, Directorship, Gifts and Entertainment, and Anti-Corruption policies.

It is not only the policy of the Company to comply with all governmental laws, rules, and regulations applicable to its business, but the Company’s Ethics policy also goes further and requires that even where the law is permissive, the Company chooses the course of highest integrity. The Company expects compliance with its Standards of Business Conduct throughout the organization and will not tolerate employees who achieve results at the cost of violation of law or who deal unscrupulously.

The Company’s directors and officers support, and expect the Company’s employees to support, any employee who passes up an opportunity or advantage that would sacrifice ethical standards. Executives and employees are required to review these policies annually and provide electronic written confirmation of compliance.

It is the Company’s policy that all transactions be accurately reflected in its books and records. This, of course, means that falsification of books and records and the creation or maintenance of any off-the-record bank accounts are strictly prohibited. Employees are expected to record all transactions accurately in the Company’s books and records, and to be honest and forthcoming with the Company’s internal and independent auditors.

The Company expects candor from employees at all levels and adherence to its policies and internal controls. One harm which results when employees conceal information from higher management or the auditors is that other employees think they are given a signal that the Company’s policies and internal controls can be ignored when they are inconvenient. That mindset can result in corruption and demoralization of an organization. The Company’s system of management will not work without honesty, involving bookkeeping, budget proposals, and economic evaluation of projects. Local customs and practices may differ from place to place, but honesty is not subject to criticism in any culture.

The Company believes that a well-founded reputation for honest dealing is itself a priceless corporate asset. In support of these policies, the Company has adopted detailed guidelines and programs, such as:

Anti-Corruption Practice

The Company’s anti-corruption policy and compliance program are based on global standards, which meet stringent US, UK and EU standards. While these have always been part of the Company’s way of doing business, the Company formalized the policy and programs in 2011 and 2012. The Company’s board of directors adopted the Anti-Corruption policy in November 2011, and added it to its Standards of Business Conduct so it is explicit to all employees and stakeholders. The Company’s Chairperson formally endorsed a consolidated Anti-Corruption Compliance Program in November 2012, setting out the practical framework, which contains six (6) elements as follows:

These elements require management to:

  • Provide visible leadership and be accountable for the Company’s anti-corruption efforts
  • Continually assess anti-corruption risks in the Company’s operations and businesses, review these with legal counsel, as needed, and take appropriate mitigation or corrective action
  • Have in place appropriate controls and procedures to detect and prevent corruption
  • Regularly communicate the Company’s anti-corruption policy, guidelines and programs to employees
  • Provide regular training in all applicable anti-corruption laws, including US Foreign Corrupt Practices Act, UK Bribery Act, and Thai anti-corruption laws, to ensure consistent understanding among all employees
  • Conduct regular internal audits and internal self-assessments to help ensure rigorous enforcement of the Company’s ethical standards

The Company guidelines provide detailed explanations and practical rules for complying with the relevant policies, and avoiding conflicts between the Company’s interests and those of officers and employees, whether real or apparent.

In particular, these policies and guidelines seek to prevent corruption, and uphold the integrity of the Company in all its operations and businesses without exception. For example, The Gifts and Entertainment Guidelines defines the scope of “gifts” and “entertainment”, the review and approval requirements for providing and receiving gifts and entertainment, and acceptable business contexts for providing and receiving gifts and entertainment. Another example is the Guidelines for Interaction with Government Officials, which defines “Government Officials”, as well as “gifts”, “entertainment” and “hosting” offered or provided to Government Officials, and the review and approval requirements for the same. It should be noted that the gift of cash or cash equivalents of any nature are strictly prohibited, as are facilitating payments of any kind. Further, high-value entertainment and hosting is subject to additional rules and stricter review processes.

Failure to behave honestly, to comply with law, the Company’s policies, and the Company’s internal controls may result in disciplinary action, up to and including separation. No one in the Company has the authority to make exceptions or grant waivers to the Company’s foundation policies.

The Company also enforces these ethical standards with contractors and third parties acting on our behalf. Contractors and third parties acting on behalf of the Company are prohibited from making payments to or engaging in transactions with government officials that improperly influence the proper performance of their official duties. The Company makes efforts to include in all procurement contract requirements to keep accurate books and records and, where appropriate, contains anti-bribery commitments from our vendors and suppliers.