The Committee​

Fiduciary duty generally means a professional practice to act in a position of trust, good faith, candor and responsibilities on behalf of other involved persons, a company, organization, and charity. A fiduciary duty is expected to be extremely loyal to the person to whom they owe the duty (the “principal”): they must not put their personal interests before the duty, and must not profit from their position as a person in charge of responsibility. 

The Securities and Exchange Committee (SEC) has applied fiduciary duty to the SEC Act (No. 4) B.E. 2551 [2008] by specifying that directors and executives shall perform their duties with responsibility, due care and loyalty; and shall comply with all laws, the objectives of the Company’s articles of association, the Board of Directors’ resolutions, and the shareholders’ meeting resolutions. 

Banpu not only complies with regulatory changes, but also provides public access to updated information about its regulatory changes and performance of the Company’s Board members and management’s performance according to the “fiduciary duty” guidelines. Good corporate governance principles have been embedded in the Banpu culture, as is reflected through various internal management checks and balances i.e. ‘Banpu Spirit’ principles, corporate governance policy and code of conduct, corporate governance awareness and implementation, regulatory compliance, fraud management, and the monitoring of compliance to the Board’s resolutions. These mechanisms help promote awareness and shared belief among Banpu’s stakeholders in performing roles with due care, loyalty, and responsibility.

The Corporate Governance and Nomination Committee is responsible for selecting directors to replace those whose terms have expired or to fill vacant positions for other reasons. The process includes the following steps: 

• Review the Structure and Composition of the Board: The committee reviews the overall structure and composition of the board to strengthen its overall effectiveness. 
• Review General and Specific Qualifications: The committee reviews general qualifications, specific qualifications, and qualifications for independent directors. Additional criteria are set to align with the company’s business strategy and comply with the regulations of the Stock Exchange of Thailand. 
  • The general qualifications include: 
    • Not being mentally incapacitated or insane. 
    • Not having been sentenced to imprisonment by a final judgment, except for offenses committed through negligence. 
    • Not having been adjudged or ordered by a court to have assets forfeited to the state. 
    • Not being or having been bankrupt. 
    • Being able to dedicate sufficient time to the company and not being a director in more than five listed companies. 
    • Having integrity and accountability. 
    • Making decisions based on information and reasoning. 
    • Having maturity, stability, and the courage to express differing and independent opinions. 
    • Adhering to principled and professional standards. 
    • Other characteristics deemed important by the Corporate Governance and Nomination Committee. 
  •  Specific Knowledge and Expertise: The committee ensures the board has a diverse mix of skills, gender, and experience, including knowledge of the company’s business, accounting and finance, management, strategy formulation, business decision-making, marketing, corporate governance, and legal matters. 
  • Independent Director Qualifications: Independent directors must meet general and specific qualifications and comply with the “Practices for the Board of Directors of Banpu Public Company Limited B.E. 2552 (7th Amendment, B.E. 2567).” Independent directors must hold no more than 0.5% of the total voting shares of the applicant, major company, subsidiary, associate, major shareholder, or controlling person of the applicant, including shares held by related persons of the independent director. 
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To replace directors whose terms have expired or fill vacant positions, the committee considers names from the Director Pool and allows all board members to propose suitable candidates. The board also announces its diversity structure on the company’s website, allowing minority shareholders to propose suitable candidates within specified timeframes and conditions. 

All proposed names from the board and minority shareholders undergo a selection process, considering knowledge, skills, experience, general qualifications, and specific qualifications (Board Skill Mix) beneficial to the board’s structure and collaboration. The list of candidates will be more than twice the number of vacant director positions. 

After the selection process, the Corporate Governance and Nomination Committee proposes the candidates to the board for approval and then to the annual general meeting of shareholders for appointment. The shareholders’ meeting approves the appointment of directors with a majority vote of more than half of the total votes of shareholders present and eligible to vote, with individual voting for each director. 

Banpu Public Company Limited has defined the definition of Independent Directors which is equaled to those defined by Securities and Exchange Commission and the Stock Exchange of Thailand. 

“Independent Director” of the Company means the director who possesses the following qualifications: 

1. Holds shares not exceeding 0.5% of the total shares with voting right of the applicant, its parent company, subsidiaries, associates, major shareholders, and controlling parties of the applicant, provided that the shares held by the related parties of such independent director shall be included. 

2. Is not or has never been an executive director, employee, staff, advisor who receives salary, nor controlling parties of the applicant, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the Securities and Exchange Commission (SEC), provided that such prohibition shall not include the case that such independent director has ever been official or advisor of the government sector that is the major shareholder or controlling party of the applicant. 

3. Is not the person who has relationship by means of descent or legal registration under the status of father, mother, spouse, brothers and sisters, and children. The prohibitive persons also include spouses of daughters and sons of management, major shareholders, controlling party or the person who is in the process of nomination to be the management or controlling party of the applicant or its subsidiary. 

4. Have no or never had business relationship with the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant in respect of holding the power which may cause the obstacle of the independent decision, including not being or never been the significant shareholder, or controlling parties of any person having business relationship with the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC.The business relationship mentioned under the first paragraph shall include business transaction in ordinary business manner of rent, or lease the immovable property, transaction related to assets or services, or the financial support regardless of being lent or borrowed, guaranteed, secured, by assets, debt, and any otherwise similar performance which causes liability or obligation to the applicant or counter party, have provided that such liability is equal to or exceed 3% of the net tangible assets of the applicant or equal or above 20 million baht, whichever is lower. In this regard, the calculation of such liability shall be in accordance with the calculation method of the value of connected transaction under the Notification of Capital Market Supervisory Board governing the conditions of connected transaction mutatis mutandis. The liabilities incurred during a period of 1 year prior to the date of having business relationship with the above party shall be included on calculation of such liabilities. 

5. Is not or has never been the auditor of the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of applicant, and is not the significant shareholder, controlling parties, or partner of the auditing firm which employs such auditor of the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties of the applicant unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC. 

6. Is not or has never been the professional service provider, including but not limited to legal service or financial advisor with received service fee more than 2 million baht per year from the applicant, its parent company, subsidiaries, associates, major shareholders, or controlling parties, and is not the significant shareholder, controlling parties, or partner of the above mentioned service firms unless the foregoing status ended at least 2 years prior to the date of submitting the application to the SEC. 

7. Is not the director who is nominated to be the representative of directors of the applicant, major shareholders, or any other shareholder related to the major shareholders. 

8. Do not operate the same and competitive business with the business of the applicant, or its subsidiaries, or is not a significant partner of the partnership, or is not an executive director, employee, staff, advisor who receives salary, nor holds shares for more than 1% of the total shares with voting right of any other company which operates same and competitive business with the business of the applicant, or its subsidiaries. 

9. Is not any otherwise which is unable to have the independent opinion regarding the business operation of the applicant. 

After being appointed as the independent director in accordance with the conditions under the article (1) – (9), such independent director may be assigned by the board of directors to make decision in respect of collective decision on business operation of the applicant, its parent company, subsidiaries, associates, same-level subsidiaries, major shareholders, or controlling parties of applicant. 

Where the person appointed by the applicant to be the independent director is the person who has or ever had the business relationship with or ever rendered professional service with higher service fees specified under the article (4) and (6), the applicant shall be relaxed from such prohibition related to the conditions of having the business relationship with or ever rendered professional service with higher specified service fees if only the applicant has provided the opinion of the board of directors of the company showing that the board has considered the issue in accordance with the Section 89/7 and found that there is no interference in the independent opinion, and the following information shall be disclosed in the notice of shareholders meeting under the agenda considering the appointment of independent director. 

(a) the business relationship or the professional service providing which cause such person being unqualified 

(b) reasons and necessity to insist the appointment of such person as the independent director 

(c) the opinion of the board of directors of the applicant to propose such person to be the independent director 

For the benefit of the article (5) and (6), wording “partner” shall mean the person who is assigned by the auditing firm, or the professional service provider to be the signatory in the audit report or the report of rendering the professional services (as the case may be) on behalf of the firm.

The Board of Directors has appointed Mr. Virach Vudhidhanaseth as Company Secretary, whose duties and responsibilities are as stipulated in the Securities and Exchange Act (No.5), B.E. 2559, an amendment of the Securities and Exchange Act B.E. 2535.