Corporate Governance and Sustainable Development Committee
Corporate Governance and Sustainable Development Committee Charter (Revision No.8)
Table of Contents
5. Duties and Responsibilities
6. Term and Remuneration
9. Effective Date
PTT Exploration and Production Public Company (PTTEP) is committed to conducting business with responsibility and resilience while continuously creating shared value to stakeholders through sustainable development framework. Our Sustainable Development Framework consists of 3 key aspects, namely High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Stakeholder Value Creation (SVC). As a result, it is necessary to expand the scope of responsibility of the Corporate Governance Committee to cover these sustainable development aspects.
“The Company” means PTT Exploration & Production Public Company Limited (PTTEP) and PTTEP’s subsidiaries
“Board” means the Board of Directors of PTTEP
The Board appoints the Corporate Governance and Sustainable Development Committee which is composed of at least three PTTEP directors, a majority of whom must be independent directors.
The Board will appoint one Committee Member as a Chairman of the Corporate Governance and Sustainable Development Committee while a Head of Corporate Secretary will be appointed as Secretary of the Corporate Governance and Sustainable Development Committee.
4. Qualification and Forbidden Elements
A Committee Member must possess qualifications and not have any forbidden elements based on the following criteria;
(1) Be a Director and not the Chairman or Chief Executive Officer of PTTEP
(2) Be able to give adequate time for the Corporate Governance and Sustainable Development Committee’s performance
(3) Be a Corporate Governance and Sustainable Development Committee member who is an independent director should possess independence qualifications as defined in Good Corporate Governance of PTTEP.
5. Duties and Responsibilities
The duties and responsibilities of the Corporate Governance and Sustainable Development Committee are as follows:
(1) To establish the Company’s sustainable development target, policy/statement, road map covering the key aspects of High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Stakeholder Value Creation (SVC) including communication, which will be proposed to the Board for approval
(2) To advise, promote and ensure that the Company’s operation complies with the company’s sustainable development policy/statement and achieves its target and matches with the practice of leading companies. To promote and assure that the Board, management, and all personnel follow and perform efficiently in line with the sustainable development framework.
(3) To review the Company’s sustainable development target, policy/statement and road map in responding to changing of the business environment, along with the laws, the international best practices and the recommendations of leading institutions, taking into consideration shareholders’ proposals as well as responding to the shareholders.
(4) To oversee, monitor and evaluate the Company’s performance related to sustainable development to increase efficiency and balance while creating the most value to the Company and stakeholders. To regularly report the performance progress to the Board.
(5) To establish the Company’s good corporate governance and business ethics policy which will be proposed to the Board for approval, recommend and ensure the implementation at every level and review annually the Policy in responding to the laws and the international best practices. To oversee the Company’s regular evaluation and report on the compliance of PTTEP’s good corporate governance and business ethics.
(6) To oversee the disclosure of the information of the Company’s sustainable development to stakeholders in the annual report and sustainability report.
(7) To review this Charter regularly for its appropriateness and timeliness.
(8) To disclose the Committee’s performance in the Company’s annual report.
(9) To perform other duties as may be assigned by the Board.
In order to perform the duties according to this Article, the Corporate Governance and Sustainable Development Committee may seek opinions from any other independent professional counselor or appoint the working committee when it is deemed necessary and appropriate. The training and capability development of the Committee Members for the knowledge related to the Company’s activities shall be the responsibility of the Company.
The Corporate Governance and Sustainable Development Committee is responsible directly to the Board according to the duties and responsibilities, while the responsibilities for all activities of PTTEP towards third persons are still vested in the entire Board.
6. Term and Remuneration
The term of service of the Committee Member is equivalent to the director of the Board.
In case any Committee Member vacates from Office or is unavailable before the expiration of his term of service, the Board shall appoint replacement director(s) to be Corporate Governance and Sustainable Development Committee Members not later than 3 months from the date of incomplete composition of the Corporate Governance and Sustainable Development Committee.
Upon the expiration of the term of service, if there is no appointment of a new Corporate Governance and Sustainable Development Committee Member, the expiring Committee Member shall continue to perform the duty until the arrival of a new Corporate Governance and Sustainable Development Committee Member.
The expiring Committee Member(s) may be re-appointed for another term.
Besides vacating from the office by expiration of term of service, the Corporate Governance and Sustainable Development Committee Member has to resign once he/she no longer possesses the qualifications or has forbidden elements according to Article above.
The Corporate Governance and Sustainable Development 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.
The Corporate Governance and Sustainable Development Committee’s meeting shall be held at least four times a year.
The Corporate Governance and Sustainable Development Committee’s Meeting shall have a quorum of not less than a half of the Committee Members. If the Chairman is absent, the attending Committee Members have to choose one Committee Member as Chairman of the Meeting.
Each decision of the Meeting is exercised by majority vote. Each Corporate Governance and Sustainable Development Committee Member has one vote. If the votes are equal, the Chairman will have an additional casting vote. The Secretary of the Corporate Governance and Sustainable Development Committee has no right to vote.
Any Corporate Governance and Sustainable Development 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 Committee 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 and Sustainable Development Committee has the 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 and Sustainable Development Committee must regularly report to the Board the result of the Meeting or other necessary reports.
9. Effective Date
This Charter has come into force since 15 July 2020
PPTTEP places importance on effective execution relating to sustainable development and constantly betterment of corporate governance. The Board, thus, established the Corporate Governance and Sustainable Development Committee in order to govern and promote sustainable development and corporate governance of PTTEP which are deemed important principles of strengthening organization and creating long-term value for all stakeholders. The Committee comprises at least three directors, most of whom are independent directors.
In 2020, the Committee convened five times, with all incumbent directors attending every meeting and providing useful recommendations for improving the Company’s performance. The duties and responsibilities of the Committee this year can be summarized as follows:
(1) Reviewed and revised the Corporate Governance Committee Charter to be in line with the Board’s and 2020 Annual General Meeting’s resolution. The name of the committee was amended from the Corporate Governance Committee to the Corporate Governance and Sustainable Development Committee. The scope of roles and responsibilities of the committee was extended to cover Sustainable Development perspective in order to govern and promote sustainable development and corporate governance of PTTEP which are deemed important principles of strengthening organization and creating long-term value for all stakeholders.
(2) Established Ocean for Life 2030 strategy which is under the Sustainable Development (SD) Framework. The committee also screened SD Statement to be clear, simple to understand and cover all linkage in order to create the same understanding organization wide.
(3) Monitored progress of execution under the SD Roadmap which covers; High Performance Organization (HPO), the committee provided recommendations on strategies and goals of PTTEP from 2020-2030 which emphasize on investment in new business to create long-term sustainability. Governance, Risk Management and Compliance (GRC), the committee provided recommendations and monitored execution under Smart Assurance and GRC in Common Sense strategies. Stakeholder Value Creation (SVC), the committee provided recommendations on Greenhouse Gas Reduction strategy, Circular Model for E&P strategy and Ocean for Life strategy including long-term plan 10 years (2020-2030), Strategic SD Communication, and CSR projects, in order to ensure that the current operations and in the future, are in line with the strategy of PTTEP and able to create long-term value for all stakeholders.
(4) Promoted business operations of the PTTEP Group and performance of the Board, management, and employees, in all operations area both domestically and internationally, to be sure that they are in line with the CG&BE. In terms of its policy, the committee monitored enhancement of Global Whistleblowing System to facilitate subsidiaries and international asset. In terms of communication and training, the committee emphasized on building awareness among employees through the various channels relating to conflict of interest, No Gift Policy and CG&BE training which was arranged through online channels for all employees. Moreover, the company also communicated and encouraged its vendors to attend online training relating to anti-corruption and evaluate the understanding after the training. In terms of monitoring and evaluation, the committee encouraged to conduct CG Assessment for the second consecutive year by independent external consultants. The consultants surveyed the opinions from key stakeholders of the PTTEP Group and created the development plan based on the results. In terms of shareholders’ and investor relations’ activities, the committee encouraged to arrange appropriate activities to decrease the spread of Coronavirus 2019 (COVID-19) and no effect on the rights of shareholders to access the company’s information.
(5) 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 strengthening 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 stakeholders.
The Corporate Governance and Sustainable Development Committee constantly reported the results of all meetings to the Board for its acknowledgement. In 2020, the Committee executed its assigned tasks in accordance with its charter and amendments with prudence, competence, and independence. The Committee properly provided straightforward opinions for enhancement and betterment of corporate governance and business ethics of the organization and the optimal benefit for PTTEP, the shareholders and stakeholders.
Admiral Tanarat Ubol
Chairman of the Corporate Governance
and Sustainable Development Committee