CG Policy

The Board of Directors treats our compliance with the corporate governance principles as a priority and recognises the roles, duties and responsibilities of the Board of Directors and the management team in this respect to strengthen our competitive advantages and to build up the trust of shareholders, investors and stakeholders through our efficient and transparent management. To this end, we have established the Corporate Governance Policy based on the Stock Exchange of Thailand's Code of Corporate Governance for Listed Companies ("CG Code”). In addition, the Board of Directors has deliberated on and review the Company's adoption of the CG Code within the extent appropriate to the Company's business context. The Company's corporate governance practices are as enumerated below.

Rights of Shareholders

Shareholders have the rights as the owners of the Company to attend the meetings of shareholders to determine the business direction of the Company, through the Board of Directors elected by the shareholders, or to make decisions on issues that materially affect the Company. The meeting of shareholders is a major forum for shareholders to express their opinions, pose questions and make decisions on key issues. Shareholders are entitled to attend the meeting of shareholders, be given sufficient time for deliberation, and be informed of the voting results. Practices regarding the basic rights of shareholders are as outlined below:

  1. The Company shall not act in such a way that restricts access to its information. Shareholders shall have the right to, among others, receive adequate and complete information about the procedures and agenda of the meetings of shareholders and supporting information at least seven days prior to such meetings in order that they are allowed sufficient time for reading. The Company shall also make available multiple communication channels for shareholders to make inquiries regarding the meetings of shareholders.
  2. The Board of Directors shall facilitate the participation of shareholders in the meeting. The size of the meeting venue should be adequate to accommodate all participating shareholders and the meeting venue should be in Bangkok or nearby provinces and conveniently accessible. The venue must have facilities for disabled persons, reliable security system and well-prepared to allow for effective and timely emergency responses.
  3. The Company shall not act in such a way that restricts the participation in meetings of shareholders. Shareholders are entitled to attend the meetings of shareholders throughout the meeting sessions, to raise questions and inquiries, to share their opinions with the meetings on the matters being discussed in accordance with the meeting agenda, and to exercise their voting rights.
  4. The chairman of the meeting should ensure appropriate time allocation, encourage shareholders to share their opinions and raise questions pertaining to the Company during the meeting, and provide them with opportunities to submit their questions in advance of the meeting date. Criteria applicable to the submission of questions prior to the meeting date shall be clearly defined, sent to shareholders together with the notice of the shareholder meeting, and published on the Company's website in advance.
  5. Shareholders have the rights to appoint proxies to attend and vote at the meetings on their behalf and shall be provided with documents and advice relating to the proxy appointment. Proxies who are legally appointed and present their proxy forms to the competent directors have the same rights to attend and vote as shareholder in all respects. Alternatively, shareholders may appoint an independent director as their proxy. Shareholders have the right to receive complete information about the profiles and professional background of each independent directors to support their consideration.
  6. Shareholders have the right to vote separately on each item on the meeting agenda. Voting procedures and equipments for the election of directors shall contribute to the transparency, convenience, rapidity and efficiency of voting and the timely announcement of the voting results. Shareholders have the right to know the voting results in a timely manner.
  7. All directors, members of Board committees and the Company Secretary must attend every shareholder meeting, unless they have other important engagements, to respond to questions and acknowledge opinions of shareholders. All senior executives should attend shareholder meetings to respond to questions from shareholders as well.
  8. The voting results of each item on the agenda of the annual general meetings of shareholders and extraordinary general meetings of shareholders shall be publicly disclosed on the Company's website on the business day that immediately follows such meeting.

The Board of Directors shall report changes in their holding of the Company's securities in accordance with the rules and regulations stipulated by the Securities and Exchange Commission and such reports shall also be presented to the meetings of the Board of Directors for acknowledgment.

The Equitable Treatment of Shareholders

The Company shall treat shareholders equitably regardless of gender, age, race, nationality, religion, belief, political view, or disability condition. If a shareholder cannot attend a shareholder meeting due to any reasons whatsoever, the shareholder shall be entitled to appoint a proxy to attend a shareholder meeting. Guidelines are as follows:

  1. The Board of Directors shall protect shareholders' rights and treat every shareholder equitably. Every shareholder has the rights to receive information or documents in Thai or, for foreign shareholders, in English. Any documents provided for foreign shareholders shall be translated into English.
  2. Voting at meetings shall be on the one-share-one-vote basis.

The Board of Directors shall encourage minority shareholders to exercise their rights with respect to the proposal of additional items for the meeting agenda and the nomination of candidates for directorship whereby such proposal and nomination shall be in accordance with the applicable laws and the Company's regulations. The Office of the Managing Director and Company Secretary shall be ready to accept proposals and provide support and advice to shareholders. Contact information is as detailed below:

B.Grimm Power Public Company Limited
Dr. Gerhard Link Building, 5 Krungthep Kreetha Road,
Huamark, Bangkapi, Bangkok 10240
(E-mail: ir@bgrimmpower.com or Fax: +66 (0) 2379 4259)

Role of Stakeholders

The Company's business operation generally involves several constituents, i.e. shareholders, directors, management, employees, creditors, customers, business partners, competitors, communities, the country and the global society. The Company is cognisant of the importance of and consideration for all stakeholders. In operating its business, the Company gives heed to the rights of all stakeholders based on the following guidelines to achieve mutual and sustainable benefits of all parties

  1. The Company and its subsidiaries classify its stakeholders into: creditors, customers, business partners, companies owned by the Company or its subsidiaries, personnel of the Company and its subsidiaries, the community and the society as a whole. The Company has made available adequate channels for communicating with each group of its stakeholders as detailed below:

    Head Office: Dr. Gerhard Link Building, 5 Krungthep Kreetha Road, Huamark,
    Bangkapi, Bangkok 10240
    Telephone: +66 (0) 2710 3400
    Fax: +66 (0) 2379 4245
    Website: www.bgrimmpower.com

  2. The Company and its subsidiaries feel an obligation towards our customers to continuously develop our products and services, make sure that our pricing is appropriate to circumstances, refrain from taking advantage of customers, and comply with the consumer protection laws and the anti-monopoly laws. As for the treatment of business partners, the Company and its subsidiaries deal businesses honestly and fairly while protecting their interests.
  3. The Company and its subsidiaries give attention to the welfare of their personnel, making sure that the terms of employments are fair and compensation and benefits are commensurate with the competencies of employees of the Company and its subsidiaries in order to strengthen employee motivation. Provident funds are also offered to employees for their long-term benefits. Training and educational opportunities are also provided with a view to developing the potentials of our personnel. We ensure positive work environment, a high standard of safety, effective work discipline, good employee care, and remedial plans for employees who are obliged to stop working due to any reasons whatsoever.
  4. The Company shall have a corporate social responsibility team in charge of providing assistance and support and contribute to the community and the society as a whole. The Company has in place an environmental protection and safety plan that addresses, among others, the environmental impact that may be caused by the Company's operation, effective remedial actions in response of accidents, and long-term solutions.

The Board of Directors has promoted the awareness and concerns about stakeholders on a continuous and regular basis.

Disclosure and Transparency

The Company has attached importance to the disclosure of material information in a complete, accurate and timely manner without distortion to reveal the Company's actual business and financial status in support of stakeholders' informed decision-making. Information disclosure indicates the transparency of business which is key to building investor confidence in the business integrity and is a mechanism that facilitates inspection. Therefore, the Company attaches great importance to information disclosures and always seeks to expand its disclosure channels.

  1. The Board of Directors has disclosed financial and non-financial information in an adeq􏰏uate, reliable and timely manner in order that the shareholders and stakeholders of the Company equally receive information in accordance with applicable legal and regulatory requirements and the Company's regulations. In addition, the Company has published and regularly updated information on its website in a timely manner to ensure that the contents are always complete and up-to-date and that shareholders can always access information to support their consideration and can conveniently, quickly and effectively reach the entities in charge of information disclosure
  2. The Company has established a corporate communication team and an investor relations team to promote and disseminate information and news about the operations and performance of the Company and its subsidiaries that are useful for the shareholders, employees, stakeholders and the public in an efficient and regular manner to correct misunderstanding. In addition, the investor relations team shall be responsible for coordinating with institutional investors, creditors, securities analysts and shareholders of the Company, providing them with information about performance, operations and investments of the Company and its subsidiaries through channels that are convenient, timely and easily accessible.
  3. The Board of Directors has ensured that the balance sheet, the income statement, the auditor's report and the annual report of the Board of Directors are prepared and proposed to the annual general meeting of shareholders for approval
  4. For the annual report, the Board of Directors has prepared and included a simplified summary of the status and outlook of the Company and its subsidiaries, the report on the Board of Directors' responsibility for financial report that shall accompany the auditor's report, the management reports essential for analyses in addition to financial reports and audit reports, and the report on meeting attendance of the Board of Directors and/or Board committees and the total number of meetings held each year.
  5. The Company has disclosed the policy on director remuneration and senior executive remuneration that reflects the duties and responsibilities of each individual including the forms and types of such remuneration
Board Responsibility

The Board of Directors is composed of individuals who possess knowledge, expertise and experience that are greatly beneficial to the Company and can fully dedicate their efforts and time to the fulfilment of their functional responsibilities. The Board of Directors is appointed by the shareholders to oversee the Company's business operation. The Board of Directors appoints: the management team to be in charge of business operation; the Board committees in charge of responsibilities as assigned; and the Company's auditor; and the Company Secretary in charge of meetings and legal compliance. The roles, duties and responsibilities of the Board of Directors and the management team are clearly segregated.

  1. Composition of the Board of Directors

    Pursuant to the Company's Articles of Association, the Board of Directors shall be comprised of at least five members but not more than 12 members. The directorship term shall be three years. At least one-third of the total directors shall be independent directors but the number of independent directors shall not be less than three. Directors' qualifications must meet applicable eligibility criteria and directors shall not possess prohibited characteristics specified by laws. The Board of Directors should represent the diversity of knowledge, expertise and experience that are beneficial to the Company.

  2. Independence of the Board of Directors

    Directors shall consider, render opinions on and vote on matters that are within the authority of the Board of Directors. If decision-making of the Board of Directors is influenced by their professional engagement or family or personal interest, their decisions may be biased in favour of themselves, their close relationships or personal interest. Independence is critical to protect the interest of the shareholders and the Company. Therefore, directors lacking independence should not be delegated to make decisions.

    • To ensure that the Board of Directors, led by the Chairman of the Board of Directors, possesses leadership and is able to effectively and efficiently govern the performance of the management, the roles of the Chairman of the Board of Directors and the President have been clearly segregated.
    • Independent directors have adequate access to financial information and business-related information required for their ability to make independent judgment and protect the interest of stakeholders. Independent directors have regularly attended meetings and held an independent director meeting at least once per year. Independent directors also prepare a report certifying their independence upon their appointment and annually thereafter as part of the Company's annual report.
    • Independent directors possess independence as defined in the notifications of the Capital Market Supervisory Board, the Securities and Exchange Commission and the Stock Exchange of Thailand concerning the qualifications and the scope of work of independent directors. Independent directors are able to protect the interest of all shareholders equitably, prevent conflict of interest between the Company and major shareholders or other companies having the same management/groups of major shareholders as the Company, and render independent opinions at meetings.
  3. Roles and Duties of the Board of Directors

    The roles, duties and responsibilities of the Board of Directors are to oversee the operation of the Company to ensure strict compliance with laws, objectives, articles of association, the resolutions of the shareholder meetings, the Corporate Governance Code and the best practices for directors of listed companies stipulated by the Stock Exchange of Thailand.

  4. Appointment of Board Committees

    To ensure that material matters are thoroughly and efficiently considered and reviewed, the Board of Directors has appointed three Board committees, namely the Audit Committee, the Management Committee and the Risk Management Committee. In addition, the Board of Directors have discussed the appointment of additional Board committees, namely the Corporate Social Responsibility Committee and the Nomination and Remuneration Committee.

  5. Meetings of the Board of Directors and Supporting Documents

    For the meetings of the Board of Directors, the Company Secretary is responsible for preparing meeting documents and meeting venue, and coordinating relevant arrangements. Each director is informed of meeting dates, meeting agenda and supporting information well in advance of the meeting in order that directors have proper time for studying the documents.

    • The Board of Directors has fully devoted their time and efforts to the Company's business and regularly attended the Board meetings which are held at least once per month and when necessary. The Company Secretary is responsible for coordinating and making relevant arrangements, preparing meeting documents, and submitting notices of the meetings. Every meeting of the Board of Directors is attended by at least one-half of the total directors and thus the meeting quorum requirement is always met.
    • Directors who could not attend any meetings due to necessities have informed the Chairman of the Board of their absence with apologies in writing.
    • Meeting agendas have been approved by the Chairman of the Board of Directors, in consultation with the President. The President has considered the proposal from directors for important matters to be included in the agenda for a subsequent meeting.
    • The Chairman of the Board of Directors has allocated sufficient time for the management team's presentation and for the Board of Directors' discussion about material issues.
    • The Chairman of the Board has established a mechanism to ensure that directors are provided with relevant information at least seven days in advance of each meeting, except for urgent meetings, to allow them proper time to study, deliberate on and make informed decisions on matters proposed to the Board of Directors.
    • The Board of Directors may request additional documents, information, consultation and support relevant to the Company's business and each meeting from senior executives through the Company Secretary and may seek opinions of independent, external consultant as deemed necessary where all costs incurred are absorbed by the Company.
    • Directors having potential connected interest or conflicts of interest in any items on the meeting agenda shall not vote on nor render opinions on such matters or shall leave the meeting room during the consideration of such agenda items.
    • Meeting minutes of the Board of Directors represent a clear report of the meeting resolutions and opinions of the Board of Directors and are available for use as reference.
  6. Company Secretary

    The Company Secretary is in charge of facilitating the smooth running, transparency, and legal and regulatory compliance of the meetings of the Board of Directors and the meetings of shareholders.

    • The Company Secretary has been appointed by the Board of Directors, by the recommendation of the President, in accordance with the securities and exchange laws. The Company shall be responsible for retaining meeting documents and keeping and sending copies of the con??flict of interest reports to the Chairman of the Board and the Chairman of the Audit Committee within seven days. The Company Secretary shall perform other duties as stipulated by the Capital Market Supervisory Board in accordance with the securities and exchange laws on behalf of the Board of Directors. The appointment of the Company Secretary shall be reported to the Office of Capital Market Supervisory Board within 14 days.
    • The Company Secretary has the duty to coordinate the meetings of the Board of Directors, offer useful legal advice to the Board of Directors, arrange training programs for directors, and provide information to the directors.
  7. Remuneration of the Board of Directors and the President

    The remuneration of the Board of Directors is approved by the shareholders of the Company while the remuneration of the President is approved by the Board of Directors.

    • The director remuneration criteria and policy shall be considered by the shareholders on an annual basis. The Board of Directors has presented the director remuneration proposal to the shareholders as an item on the agenda of the annual general meeting of shareholders.
    • The Board of Directors and senior executive shave disclosed the director remuneration policy, principle and rationale in the Company's annual report.
  8. Succession Planning

    The Company has implemented an effective plan for the nomination of candidates for key management positions at all levels. The nomination of the President and Managing Director shall be in accordance with the nomination procedures and both internal and external candidates are considered

  9. Performance Evaluation

    The Board of Directors conducted the Board performance assessment at least once per year in accordance with the Corporate Governance Code for Listed Companies. As part of the process, the Board of Directors jointly reviews its performance and identifies areas for improvement. The assessment encompasses both the performance assessment for the Board as a panel and for individual directors. Performance ratings are based on the percentage of the total score, i.e. above 85 percent = Excellent, above 75 percent = Very Good, above 65 percent = Good, above 50 percent = Fair, and 50 percent or below = Unsatisfactory. Both the Board of Directors and individual directors were assigned the performance rating of "Excellent".