The Corporate Governance Committee
Corporate Governance Committee Charter (Revision No.7)
Table of Contents
5. Duties and Responsibilities
6. Term and Remuneration
9. Effective Date
With the purpose of enhancing the corporate governance of PTT Exploration and Production Public Company Limited (PTTEP) and in compliance with the corporate governance practice of listed companies, PTTEP has appointed the Corporate Governance Committee to govern and promote the corporate governance of PTTEP, which is the significant component to strengthen the structure of the corporate governance within the organization.
“The Company” means PTT Exploration & Production Public Company Limited and PTTEP’s subsidiaries
“Board” means Board of Directors of PTTEP
The Board appoints the Corporate Governance Committee which is composed of at least three PTTEP’s directors, a majority of whom must be independent directors.
The Board will appoint one independent Committee Member as a Chairman while Head of Corporate Secretary will be appointed as Secretary of the Corporate Governance Committee.
A Committee Member must possess qualifications according to the criteria as follows:
(1) Being a Director and not a Chairman or Chief Executive Officer of the PTTEP
(2) To give adequate time for the Corporate Governance Committee’s performance
(3) Independent directors should possess independence qualifications as defined in Good Corporate Governance of PTTEP.
5. Duties and Responsibilities
The duties and responsibilities of the Corporate Governance Committee are as follows:
(1) To establish the Company’s corporate governance policy including the code of business conduct, which will be proposed to the Board for approval and implemented at every level.
(2) To ensure that the Company’s operation and the functioning of the Board, management, and all personnel comply with the Company’s good corporate governance policy and code of business conduct.
(3) To review the Company’s corporate governance policy, code of business conduct, along with the guidelines and good corporate governance practices, and compare with law, the practice of international and leading companies, the recommendation of leading institutions, and deliberate governance-related shareholder proposals to propose to the Board as well as to respond to the shareholder.
(4) To oversee the Company’s evaluation of the compliance of PTTEP good corporate governance policy and code of business conduct.
(5) To disclose the information of the Company’s good corporate governance to stakeholders in the annual report.
(6) To oversee and provide the recommendation on corporate social responsibility (CSR) activities.
(7) To review this charter regularly for its appropriateness and up to date.
(8) To disclose the Committee’s performance in the Company’s annual report.
(9) To perform other duties relevant to good corporate governance of PTTEP as may be assigned by the Board.
In order to perform the duties according to the Article 5, the Corporate Governance Committee may seek independent opinion from any other professional counselor or appoint the working committee when it is deemed necessary and proper, including the training and development of the Committee Members for the knowledge related to the Company’s activities. PTTEP is responsible for those expenses.
The Corporate Governance Committee is responsible directly to the Board according to the duties and responsibilities, while the responsibilities for all activities of PTTEP towards third person are still vested in the entire Board.
6. Term and Remuneration
The term of service of the Committee Member is equivalent to the director’s Board term.
In case of any Committee Member’s vacating from Office or any unavailability before the expiration of his term of service, the Board must appoint another Corporate Governance Committee Member who is fully qualified to replace the resigning member not later than 3 months as of the date of incomplete composition of the Corporate Governance Committee.
Upon the expiration of the term of service, if there is no appointment of a new Corporate Governance Committee Member, the resigning member has to standby to perform the duty until the arrival of a new Corporate Governance Committee Member.
The resigning Committee Members may be re-appointed for another term. However, they cannot be re-appointed immediately after two consecutive terms of service are expired.
Besides the vacating from office by expiration of term of service, the Corporate Governance Committee Member has to resign once he/she cannot possess the qualification according to the Article 4.
The Corporate Governance Committee will receive an appropriate remuneration approved by the Shareholders Meeting for his duties and responsibilities and PTTEP has to disclose that remuneration in its annual report too.
The frequency of the meeting is at least four times a year
The Corporate Governance Committee fixes the number of members required to attend a meeting to make it valid by not less than a half of the Committee Members. If the Chairman is absent, the attending Committee Members have to choose on Committee Member as Chairman of the meeting.
The voting in the meeting is exercised by a majority. A Committee Member has a casting vote. If the votes are equal, the Chairman will have an additional vote which becomes final and decisive. The Secretary of the Corporate Governance Committee has no right to vote.
Any Committee member who has any personal interest or any conflict of interest in a matter being considered must inform the meeting and abstain from expressing an opinion and voting on the issue and leave the meeting room. An exception can be made if the other Committee members vote unanimously to allow such Committee member to stay in the meeting room to provide information on the issue so that the Board can deliberate on the issue thoroughly. However, such Committee member is not allowed to vote or make a decision on the issue.
The Corporate Governance Committee has an authority to invite the management, or any other concerned parties or other appropriate persons to participate or to explain the concerned subjects in the meeting.
The Corporate Governance Committee must report to the Board the result of the meeting or the other necessary reports so the Board is kept regularly informed.
9. Effective Date
This charter has come into force since 29 November 2018.
PTTEP places high importance on the adherence to the Good Corporate Governance and Business Ethics of the PTTEP Group (CG&BE), which has continuously been improved with regard to the Company’s business operations. The Board has assigned the Corporate Governance Committee, comprising at least three directors, most of whom are independent directors, to govern and ensure that the whole organization is in compliance with the CG&BE.
In 2018, the Committee convened 4 times, with all incumbent directors attending every meeting. The duties and responsibilities of the Committee can be summarized as follows:
(1) Assessed and reviewed the CG&BE to check whether it is still in compliance with the laws, practices of international standards and those of other leading companies, and the recommendations from well-recognized institutions, as well as subsequently submitting the results for the Board’s approval. Example detailed results follow: revision of the CG&BE related to remuneration for subsidiaries’ directors, revision of the Reporting and Whistleblowing Regulation by adding more details on scope, procedure, and channels for filing a report to fit with business environment, and enhancement of whistleblowing system to become a two-way communication system between the Company and the whistleblower.
(2) Promoted business operations of the PTTEP Group and performance of the Board, management, and employees to be sure that they are in line with the CG&BE by monitoring and providing recommendations concerning any CG&BE-related activities to enhance knowledge and understanding of the CG&BE. Example recommendations include: setting targets and indicators to assess activities’ achievements, and consider any complaints received through the CG Hotline on a quarterly basis. The Committee also supported and monitored the progress of driving Governance, Risk Management and Compliance (GRC) principles in PTTEP, and GRC knowledge sharing between external parties, e.g., The Securities and Exchange Commission (SEC), and the Bank of Thailand.
(3) Governed to ensure that PTTEP maintains its efficient and adequate system that appropriately supports the Company’s anti-corruption policy, practices, and internal control systems for everyone in the organization to cultivate. The Committee also supported the Company in obtaining certification from Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC). PTTEP has been a member for the second consecutive term. Another action relates to supporting vendors to uphold their best practices on anti-corruption etc., and ensure that they abide by the CG&BE of the PTTEP Group, e.g., communication regarding the No Gift Policy and the VDO clip of CG&BE and anti-corruption policy, primarily conducted by sending emails to vendors.
(4) Considered whether to adjust the shareholder site visit arrangements based on the retail shareholders’ proposal in the 2018 Annual General Meeting (AGM) by allowing the shareholders who had already attended the site visit to re-apply to join the 2018 site visit under their own expenses. Recommendations to improve shareholder engagement work plan were also considered.
(5) Provided recommendations and monitored the progress of PTTEP’s long-term 2016–2020 Corporate Social Responsibility (CSR) and communication work plan and related activities on a quarterly basis to create sustainable growth. As a highlight of these efforts, the Company gives high priority to ensure the readiness and rapidness of communications related to any issues that attract attention of the general public.
(6) Provided recommendations and monitored the progress of PTTEP’s improvement plan which was produced as a result of the 2017 PTTEP’s CG&BE Perception Survey completed with key stakeholders in 2017. The progress is being considered on a quarterly basis taking into account both efficiency and effectiveness in order to foster growing trust of PTTEP’s stakeholders. The areas of focus also include the impact and appropriateness of the plan’s implementation.
(7) Considered and reviewed the implementation of the Corporate Governance Code (CG Code) by means that are deemed suitable to the PTTEP Group’s businesses and conducive to strengthen long-term business values. The Company also established corporate governance reporting in accordance with the SEC’s CG Code and international standards as well as incorporating the CG Report in the annual report for the stakeholders.
The Corporate Governance Committee reported the results of all meetings to the Board for its acknowledgement on a regular basis. In 2018, the Committee abided by its assigned tasks in accordance with the Charter for the Corporate Governance Committee and its amendments, with prudence, competence, and independence. The Committee properly provided straightforward opinions for the optimal benefits of PTTEP, both the shareholders and stakeholders of the Company.
Admiral Tanarat Ubol
Chairman of the Corporate Governance Committee