About PTTEP

Corporate Governance and Sustainability Committee Charter (Revision No.9)

Table of Contents

1.    Objective
2.    Definition
3.    Appointment
4.    Qualification
5.    Duties and Responsibilities
6.    Term and Remuneration
7.    Meeting
8.    Reporting
9.    Effective Date

1. Objective

PTT Exploration and Production Public Company (PTTEP) is committed to conducting business with responsibility and resilience while continuously creating shared value to stakeholders through sustainability framework with committee to achieving Net Zero Greenhouse Gas Emissions by 2050. Our Sustainability Framework consists of 3 key aspects, namely High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC). As a result, the Corporate Governance and Sustainability Committee has been appointed to establish target, policy/statement and promote sustainability operations. Along with responsibility towards the community, society and the environment.


2. Definition

“The Company” means PTT Exploration & Production Public Company Limited (PTTEP) and PTTEP’s subsidiaries
“Board” means the Board of Directors of PTTEP

3. Appointment

The Board appoints the Corporate Governance and Sustainability 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 Sustainability Committee while a Head of Corporate Secretary will be appointed as Secretary of the Corporate Governance and Sustainability 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 Sustainability Committee’s performance.
(3)    Be a Corporate Governance and Sustainability 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 Sustainability Committee are as follows:

(1)    To establish the Company’s sustainability target, policy/statement, road map covering the key aspects of High Performance Organization (HPO), Governance, Risk Management and Compliance (GRC) and Sustainable Value Creation (SVC) including consider Sustainability’s work plan and budget which will be proposed to the Board for approval.

(2)    To advise, promote and ensure that the Company’s operation complies with the objective, the company’s sustainability 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 sustainability framework.

(3)    To review the Company’s sustainability 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 sustainability 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 sustainability 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 Sustainability 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 Sustainability 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 Sustainability Committee Members not later than 3 months from the date of incomplete composition of the Corporate Governance and Sustainability Committee.

Upon the expiration of the term of service, if there is no appointment of a new Corporate Governance and Sustainability Committee Member, the expiring Committee Member shall continue to perform the duty until the arrival of a new Corporate Governance and Sustainability 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 Sustainability 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 Sustainability 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.

7. Meeting

The Corporate Governance and Sustainability Committee’s meeting shall be held at least four times a year.

The Corporate Governance and Sustainability 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 Sustainability 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 Sustainability Committee has no right to vote.

Any Corporate Governance and Sustainability 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 Sustainability 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.

8. Reporting

The Corporate Governance and Sustainability 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 3 May 2023.

PTTEP places importance on sustainability by taking into consideration Thailand’s goals, global trends in combating climate change, and preparation for energy transition. The Company also adheres to The Good Corporate Governance and Business Ethics. PTTEP’s Board of Directors designated the Corporate Governance and Sustainable Development Committee which is comprised of at least 3 directors, most of whom are independent directors, to oversee and promote sustainability and corporate governance of PTTEP at all levels.

In 2022, the Committee convened 4 times, with all incumbent directors attending every meeting and providing useful recommendations to management for improving the Company’s strategy and operation regarding Corporate Governance and Sustainability. The resolutions of the meeting were regularly reported to the Board of Directors for acknowledgement. The duties and responsibilities of the Committee this year can be summarized as follows:

1)   Considered targets and workplans for achieving EP Net Zero 2050 together with encouraging establishing such a proactive and continuing plan regarding greenhouse gas emission reduction and to seeking other possibilities of reduction, for example, clean energy technology in the future.

2)   Reviewed and revised our Sustainability Framework and Sustainability Statement to cover key elements more inclusively and demonstrate PTTEP’s commitment and direction after announcing the EP Net Zero 2050 target. Additionally, the Committee reviewed and revised the Sustainability Report Structure so that it was in line with the strategy of each target and was able to respond stakeholders’ expectations effectively. 

3)   Monitored progress in accordance with the established sustainability strategy and workplan while emphasizing exploring for opportunity and risk of the operations. The key issues can be summarized as follows: 

(3.1) The committee monitored the workplan and progress under the EP Net Zero 2050 target including GHG avoidance and reduction compared to the established target of each year. Moreover, the Committee advised and monitored the progress of GHG offsetting operations both in Thailand and other locations where PTTEP operates and recommended on criteria setting by including effects from greenhouse gas emission in the decision-making process for the future investment.

(3.2) In terms of Business Integrity (Sustain Business Integrity Excellence), the committee advised and monitored operations under the Smart Assurance and Mindful GRC strategies.

(3.3) The committee provided advice for improving operations to ensure tangible outcomes under the strategies relevant to “Optimize Resource & Create Share Value” which are Circular Model for E&P and Ocean for Life, including communication for promoting the perception of sustainability. This is to ensure that current and future operations are in line with the strategies of PTTEP and capable of creating mutual value for stakeholders in a true and sustainable way.

4)   Considered 2023 sustainability workplan and budget framework by concerning cost effectiveness, tangible outcomes and supporting the accomplishment of EP Net Zero 2050 targets, as well as other long-term strategies and target.

5)   Reviewed and revised the Good Corporate Governance and Business Ethics (CG&BE) in various aspects, for example, anti-fraud and corruption and conflicts of interest by providing more principles, guidelines for good practice, and example situations and guidance with clear and easy-to-understand basis. The Committee emphasized regularly revising internal practices in order to enhance the standard and adapt to the changing expectations of society. In addition, the Committee promoted business operations of the PTTEP Group and performance of the Board, management, and all employees in all operating areas to be in line with CG&BE by, for example, providing workshops continuously for supervisory level in order to be a role model and able to advise their subordinates, providing CG&BE and anti-corruption e-learning for employees at all levels and vendors, emphasizing to all employees on self-evaluation regarding conflicts of interest at least 1 time a year, communicating a No Gift Policy, supporting being a host for 2022 PTT Group CG Day, and encouraging participation in various good governance assessment as a part of maintaining and improving good corporate governance of PTTEP.

6)   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 into the annual report (56-1 One report) for stakeholders.

In 2022, 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 of PTTEP, its shareholders, and stakeholders.


   Bundhit Eua-arporn
(Mr. Bundhit Eua-arporn)

Chairman of the Corporate Governance and Sustainable Development Committee