Thai Eastern Bio Power Public Company Limited (TEBP) is committed to conducting its business in accordance with the principles of good corporate governance.
Thai Eastern Bio Power Public Company Limited (the “Company”) believes that good corporate governance promotes efficient, effective, transparent and accountable management. It also enhances the Company’s performance, strengthens the confidence of shareholders and all stakeholders, and supports the achievement of its key objective of maximizing shareholder value.
The Company has therefore established its Corporate Governance Policy as a framework for its operations. The Policy aligns with the guidelines of relevant regulatory authorities, including the Securities and Exchange Commission, Thailand (SEC), and aims to elevate the Company’s corporate governance practices in line with international standards.
This Corporate Governance Policy provides guidance for the Board of Directors and employees at all levels, in accordance with generally accepted international corporate governance standards.
Clauses 4.6.5, 4.7.4, 4.7.6, 4.8.1(b), 4.8.2(d), 4.8.2(e), and 4.8.3 shall not take effect until the Company is listed on the Stock Exchange of Thailand (SET).
The company has established eight core principles of good corporate governance to ensure that business operations are conducted efficiently, transparently, sustainably, and fairly for all stakeholders.
As the Company's governing body, the Board of Directors plays a key role in ensuring good corporate governance in the best interests of the Company. The Board is accountable to shareholders for the diligent and prudent performance of its duties. The following principles and practices have therefore been established:
The Board shall establish the Company's Code of Business Conduct and relevant policies, including this Corporate Governance Policy and the Sustainability Development Policy, to promote sustainable value creation.
The Board shall oversee directors and executives to ensure that they perform their duties with accountability and responsibility, due care, and loyalty, with the Company's best interests as their primary consideration.
The Board shall clearly understand its roles, duties and responsibilities, and clearly define the authority and responsibilities delegated to Board committees and management.
The Board places great importance on defining the Company’s objectives and goals to achieve sustainable growth alongside society and create value for the Company, customers , business partners, employees, shareholders, stakeholders and society as a whole.
The Company’s objectives, goals and corporate strategies shall align with its business direction. Innovation and technology shall be applied appropriately and securely, with due consideration given to the risk that certain targets could encourage unlawful or unethical conduct.
The Company is committed to establishing an effective Board with independence of judgement to ensure good corporate governance and efficient management.
The Chairperson of the Board and the Chief Executive Officer shall not be the same person, ensuring a clear separation of responsibilities between governance and policymaking and day-to-day management. The Chairperson should be an independent director.
The Board is responsible for determining and reviewing its structure, including its composition, qualifications, expertise, experience, appropriate size for the Company’s business and proportion of independent directors.
The Board shall ensure a clear and transparent process for nominating and selecting directors and Board committee members, free from the influence of controlling shareholders or management.
The Board shall consider the remuneration of directors and Board committee members as proposed by the Nomination and Remuneration Committee. Remuneration shall be paid as fixed meeting allowances benchmarked against comparable companies in the same industry.
The Board shall conduct annual performance evaluations of the Board, Board committees and/or individual directors. The results shall be used to further enhance their effectiveness.
The Board shall ensure that each director understands their roles and responsibilities, the nature of the Company’s business and relevant laws. The Company shall also support the continuous development of directors’ knowledge and skills.
The Company prioritizes the recruitment, development and retention of qualified senior executives and employees to drive the organisation towards its goals and ensure sustainable business growth.
The Board shall establish appropriate qualifications and selection criteria to ensure the recruitment and development of the Executive Committee Chairperson and senior executives with the knowledge, skills, experience and attributes required to achieve the Company’s goals.
The Board shall oversee the establishment of appropriate remuneration and performance evaluation frameworks. Executive remuneration shall comprise fixed compensation in the form of salary and variable compensation in the form of performance-based bonuses.
The Board shall understand the Company’s shareholding structure and relationships that may affect its management or control, ensuring that they do not impede the Board’s performance of its duties.
The Board shall oversee employee management and development to ensure that personnel possess appropriate knowledge, skills, experience and motivation. The Company shall also promote employees’ financial literacy to support their quality of life.
The Board shall establish a succession plan for the Chief Executive Officer and senior executives to ensure business continuity.
The Board shall ensure that the Company maintains a provident fund to support adequate employee savings for retirement. The Company shall also promote financial literacy to enhance employees’ quality of life and encourage long-term employment.
The Company promotes innovation that creates business value while delivering benefits to stakeholders and upholding social and environmental responsibility.
The Board shall promote initiatives that enhance the Company’s value amid changing business conditions. These may include business model development, new approaches to product and service design, research, improvements to production and work processes, and collaboration with business partners.
The Board shall oversee management to ensure that the Company operates responsibly towards society and the environment, with such commitments incorporated into its operational plans. This ensures alignment across the organisation with the Company’s objectives, goals and strategies.
The Board shall establish mechanisms to ensure ethical, socially and environmentally responsible business conduct and respect for stakeholder rights. These mechanisms shall guide all functions in achieving the Company’s sustainable objectives and goals.
The Board shall oversee the efficient and effective allocation and management of resources, considering their impacts and development throughout the value chain. The six forms of capital comprise financial, manufactured, intellectual, human, social and relationship, and natural capital.
The Board shall establish an information technology governance and management framework aligned with the Company’s needs. Information technology shall be used to enhance business opportunities, improve operations and manage risks in support of the Company’s objectives and goals.
The Company recognizes the importance of effective risk management and internal control systems to achieve its objectives and ensure compliance with applicable laws and standards.
The Board shall ensure that the Company maintains effective risk management and internal control systems to support the achievement of its objectives and compliance with applicable laws and standards.
The Board has appointed the Corporate Risk Management and Sustainability Committee. Its members shall possess the qualifications, perform the duties and have no prohibited characteristics as prescribed by applicable laws and the regulations of the Securities and Exchange Commission, Thailand (SEC) and the Stock Exchange of Thailand (SET), enabling them to perform their duties effectively and independently.
The Board has appointed the Audit and Corporate Governance Committee, comprising entirely independent directors who possess no prohibited characteristics under applicable laws. The Committee is responsible for reviewing financial reports, internal control systems, legal and regulatory compliance, auditor selection and the Company’s disclosures.
The Board shall oversee and manage potential conflicts of interest involving the Company and its subsidiaries, executives, directors or shareholders. It shall also prevent the improper use of the assets, information and business opportunities of the Company and its subsidiaries.
The Board has established a clear Anti-Fraud and Corruption Policy, which shall be communicated throughout the organisation and to external parties to ensure effective implementation. The Company shall also establish anti-corruption programmes and guidelines and promote activities that encourage all employees to comply with applicable laws and regulations
The Board shall ensure that appropriate mechanisms are in place for receiving complaints and handling whistleblowing reports, with clear procedures established in the Code of Business Conduct. The available reporting channels shall be disclosed on the Company’s website or in its annual report.
The Company is committed to maintaining financial integrity and providing accurate, sufficient, timely and transparent disclosures to strengthen the confidence of shareholders and stakeholders.
The Board is responsible for ensuring that the financial reporting systems and material disclosures of the Company and its subsidiaries are accurate, sufficient, timely and compliant with applicable rules, standards and practices.
The Board shall monitor the liquidity and debt-servicing capacity of the Company and its subsidiaries to maintain financial stability.
If the Company encounters or is likely to encounter financial difficulties, the Board shall ensure that an appropriate recovery plan or other effective mechanisms are in place, with due regard for stakeholder rights.
The Board shall arrange for sustainability reporting, as appropriate, covering compliance with laws, the Code of Business Conduct and the Anti-Fraud and Corruption Policy, as well as the Company’s treatment of employees and stakeholders and its social and environmental responsibilities.
The Board shall oversee management in establishing an Investor Relations function to communicate relevant information to shareholders, investors, analysts and other related parties appropriately, equitably and promptly.
The Board encourages the use of information technology for corporate disclosure. In addition to disclosures made in accordance with applicable requirements and through the Stock Exchange of Thailand (SET), the Company shall disclose information in both Thai and English through other channels, including its corporate website.
The Company promotes shareholder engagement and communication, recognizes shareholders’ legitimate rights under applicable laws, and facilitates the exercise of those rights.
Images of activities and operations that reflect the company’s commitment to good corporate governance.
Conduct business transparently and accountably, with complete and appropriate disclosure.
Treat all shareholders and stakeholders fairly and equitably.
Take responsibility for the Company’s decisions and operations while upholding ethical principles.
Create long-term value for the Company and society through sustainable business practices.
The key document that establishes the guidelines and principles of corporate governance for the company, ensuring that business operations are conducted with transparency, fairness, and accountability to all stakeholders.
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