Sustainability
Governance
Board Governance
Recognizing the importance of environmental, social, and governance (ESG) factors in ensuring operational integrity and driving long-term value creation, the Board of Directors has appointed an Environmental, Social, and Governance Committee (ESG Committee) to oversee sustainability-related matters. This governance structure ensures alignment between Banpu’s sustainability commitments, corporate strategy, and the long-term interests of stakeholders.
The Board of Directors retains ultimate accountability for overseeing the management of the Company’s significant sustainability-related impacts, risks, and opportunities. The Board’s oversight is supported by regular reports from the ESG Committee and senior management, enabling informed decision-making on corporate strategy, enterprise risk management, resource allocation, and long-term sustainability objectives.
The ESG Committee provides regular reports, thematic briefings, and annual performance assessments to the Board. These reports include updates on sustainability‑related information, risk assessments, scenario analyses, and progress toward ESG targets. The Board uses these inputs to integrate sustainability considerations into strategic planning and decision-making.
ESG Committee
Chairperson: Independent Director
Composition & Qualifications: At least 3 directors with ESG expertise
Terms: 3 years
Committee Secretary: Head of Global Corporate Sustainability
Meeting Frequency: Quarterly
Reporting Line: Board of Directors
Oversight Responsibilities
• Recommend ESG strategies, policies, and targets to the Board, ensuring alignment with corporate strategy and stakeholder expectations.
• Oversee ESG performance and progress, including policies, KPIs, and targets, and ensure corrective actions where performance deviates from approved targets.
• Monitor major sustainability-related risks, such as climate, nature, and human rights risks, to ensure robust ESG risk management.
• Oversee stakeholder engagement and materiality assessment processes to ensure that material topics are properly identified, prioritized, and managed.
• Oversee sustainability-related disclosures to ensure accuracy, completeness, reliability, and alignment with global standards; promote external assurance and ensure appropriate disclosure governance.
• Identify and monitor emerging sustainability trends, regulatory developments, and stakeholder expectations, and recommend necessary adjustments to policies, practices, and disclosures.
Management Delegation and Accountability
Responsibility for day‑to‑day management of sustainability‑related impacts, risks, and opportunities is delegated to the management-level Sustainability Committee, chaired by the CEO. This Committee includes leaders from key business units, risk management, finance, operations, human resources, and sustainability functions.
Sustainability Reporting and Disclosure Governance
The ESG Committee oversees the development, review, and quality of sustainability‑related information and disclosures presented in the Sustainability Report and other public filings. This includes:
• Reviewing sustainability disclosures for accuracy, completeness, consistency, and alignment with global reporting frameworks.
• Ensuring that robust internal control systems and data validation processes support sustainability disclosures.
• Overseeing the use of external assurance for key ESG metrics.
• Submitting sustainability‑related disclosures to the Board for review and approval.
Board of Directors Nomination
The Corporate Governance and Nomination Committee is responsible for setting nomination criteria and reviewing the qualifications of the candidates. The tenure of independent directors must not exceed 9 years or 3 consecutive terms. Additionally, directors serve a 3-year term and must not hold more than 5 external directorships in other listed companies. In the nomination process, the Company values diversity in the board structure and assesses candidates across a range of factors, including independence, experience, skill, expertise, gender, nationality, age, and religion. A board skills matrix is used to evaluate candidates to ensure alignment with the Company’s strategic needs and stakeholder expectations. Following the screening process, nominated individuals are proposed to the Board for approval before being proposed to shareholders at the annual general meeting.
Board Performance Evaluation
The Corporate Governance and Nomination Committee is responsible for reviewing the methodology and criteria used to evaluate the Board’s performance. This evaluation is conducted annually through a structured self-assessment by each director. The assessment covers the Board as a collective entity, sub-committees, and individual directors. The results are thoroughly reviewed and discussed to identify areas for improvement and to ensure alignment with the best interests of the Company and shareholders.
Board Remuneration
The Compensation Committee reviews and refines the Board’s remuneration structure to ensure fair and competitive compensation aligned with directors’ roles, duties, and responsibilities, as well as industry benchmarks and market practices. The Board’s remuneration comprises a structured compensation package, including a monthly retainer and meeting allowances. Additionally, to align the interests of directors with those of shareholders, annual bonuses are directly linked to dividend payouts. Importantly, all remuneration is subject to shareholder approval at the annual general meeting.
Conflict of Interest Management
The Board of Directors ensures that the decision-making processes remain unbiased and aligned with the best interests of the Company and stakeholders. Directors, executives, and employees are prohibited from engaging in activities that directly compete with the Company or from entering into transactions that may lead to a conflict of interest. If such a transaction is unavoidable, the Board of Directors ensures that the transaction is carried out transparently and on terms equivalent to those applicable to unrelated parties. Any employee with a vested interest in a transaction must abstain from the approval process. Where a transaction qualifies as a connected transaction under the regulations of the Stock Exchange of Thailand, the Board ensures strict compliance with all applicable rules and disclosure requirements for listed companies.
Sustainability Competency Development
To strengthen the Board’s ability to oversee and drive sustainable development, the directors are encouraged to pursue continuous professional development to maintain up-to-date skills and knowledge of industry and global trends. The Company supports this through internal and external training programs designed to keep the Board well-informed on industry developments, ESG trends, and best practices.
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