ความยั่งยืนที่บ้านปู > Board Governance​

Sustainability
การกำกับดูแล

Board Governance​

Recognizing the importance of Environmental, Social, and Governance (ESG) factors on both operational legitimacy and long-term value creation, appointed by the Board of Directors, the Company has established an ESG Committee dedicated to overseeing and managing ESG-related issues, aligning the operations with both the Company’s values and the long-term interests of stakeholders.

ESG Committee

Composition, Qualifications, and Term: ESG Committee comprises at least 3 Board-appointed directors, including an independent director as chairman. Each member is selected based on their knowledge and experiences in ESG matters, with a term office lasting 3 years. The head of the Global Corporate Sustainability department served as the Committee’s secretary.

Meeting and Reporting: Meetings convened at least quarterly, with the presence of at least two members required for a quorum. The Committee reports its activities and outcomes to the Board of Directors at least once a year.​
Duties and Responsibilities:​

• ESG Oversight: Oversee policies and practices, as well as targets and performance concerning ESG aspects​
• ESG Risk Management: Review and monitor ESG risk management process and outcomes as well as oversee the effectiveness of ESG management systems​
• Stakeholder Engagement and Materiality Assessment: Review and monitor stakeholder engagement and materiality assessment process to ensure insights are incorporated into strategic decision-making​
• ESG Disclosure: Review and oversee the Company’s public ESG disclosures​

Board of Directors Nomination

The Corporate Governance and Nomination Committee is responsible for setting nomination criteria and reviewing the qualifications of the candidates. In general, the tenure of independent directors must not exceed 9 years or 3 consecutive terms, and directors shall serve a term of 3 years and must not hold more than 5 external directorships in other listed companies. In the nomination process, the Company places importance on the diversity of the board structure. Several aspects are taken into consideration when each candidate is assessed, including independence, experience, skill, expertise, gender, nationality, age, and religion. The attributes of the candidates are assessed using the board skills matrix to ensure benefits to the Company and the expectations of stakeholders. After the screening process, the Corporate Governance and Nomination Committee will nominate the candidate for the Board’s approval to propose the candidate director to be elected by shareholder’s approval in the annual general meeting.

​Board of Directors Performance Evaluation

The Corporate Governance and Nomination Committee is responsible for reviewing the methodology and criteria used to evaluate the Board of Directors’ performance. This diligent process is conducted annually and involves a thorough self-assessment by each member of the Board. The evaluation spans the Board as a collective entity, its sub-committees, and the performance of individual directors. The findings from these assessments, along with any recommendations for improvement, are thoroughly discussed to ensure alignment with the best interests of the Company and shareholders.

Remuneration of the Board of Directors

The Board of Directors delegated the Compensation Committee to review and refine the remuneration structure and system for the Company’s directors. This includes determining fair and competitive compensation that aligns with the directors’ roles, duties, and responsibilities within the broader job market and industry standards. The remuneration of the Board of Directors includes a structured compensation package comprising a monthly salary and allowances for each meeting attended. Additionally, to align the interests of our directors with those of shareholders, annual bonuses for the directors are directly linked to the dividends distributed to shareholders. Importantly, the final approval for the payment of the Board of Directors’ remuneration rests with shareholders during the annual shareholders’ meeting.

​Conflict of Interest Management

The Board of Directors holds steadfast to ensure that the decision-making processes remain unbiased and focused on the best interests of the organization and its stakeholders. The Board of Directors shall not allow any board, management, or employee to seek personal gain from, or to engage in, activities that directly compete with the company or transactions that may lead to a conflict of interest with the Company. If such a transaction is unavoidable, the Board of Directors shall ensure that the transaction is carried out with transparency and fairness similar to transactions carried out with unrelated parties. Any employee having an interest in any transaction must not take part in its approval process. If a transaction is considered a connected transaction according to the Announcement of the Stock Exchange of Thailand, the Board of Directors must make sure that the relevant rules and procedures for disclosure regarding connected transactions by listed companies are strictly complied with.

Sustainability Competency Development

To strengthen the Board of Directors ‘s capacity to oversee and drive sustainable development The Company prioritizes continuous learning and development for the directors to ensure their skills and knowledge remain at the forefront of industry and global trends . Therefore, the Company organizes various training courses both inside and outside the organization to further enhance the knowledge and capabilities of the Board of Director.