|Sustainable Development Goals|
Challenges and Opportunities
An important challenge for the PTT Board of Directors concerns the strict adherence to and compliance with various laws and regulations that are relevant to business operations. These include criteria on good governance, such as the Corporate Governance Code of the Securities and Exchange Commission (SEC), the Principles and Guidelines on Corporate Governance for State-Owned Enterprises, and the Guidelines and Enterprises Quality Assessment System issued by the State Enterprise Policy Office (SEPO), which was revised according to the State Enterprises Development and Management Act, B.E. 2562 (2019), in order to respond to the transforming of environment, business context, competitiveness, and Thailand’s policy. Given these considerations, PTT must apply appropriate management principles to support compliance with various laws and regulations, and ensure a balance in its role as both a state-owned enterprise and listed company. It is the Company’s aspiration to become a model organization on Governance, Risk management, and Compliance (GRC). These principles therefore serve as the foundation for the development of a management system that ensures fairness and trust for all stakeholders, and which enables the creation of a faithful, ethical, and transparent organization that opposes corruption in all forms. They are the driving forces behind PTT’s efforts to adopt the most efficient and effective organizational management methods as well as enhance competitiveness over the short and long term. Effective and efficient corporate governance therefore requires board diversity as well as diversity in knowledge and expertise. It then becomes both an opportunity and a challenge for PTT to recruit directors with the appropriate knowledge, expertise, professional skills, and experience to guide the Company towards its vision of becoming the premier Thai multi-national energy company, and the pride of all Thai people.
Corporate GovernanceGRI 102-27PTT is strongly committed to operating its business and creating sustainable value by adopting management system based on the corporate governance principles, ethics, transparency and responsibility towards all stakeholders. The Company values the development of efficient internal operations and management, and, therefore, clearly stipulates good corporate governance principles, regulations and rules in the Corporate Governance, Ethical Standard and Code of Ethics manual. The manual was prepared as a guideline for the directors, executives and all employees to perform their duties. It covers good work practice within the PTT Group and with external organizations as well as all stakeholders. The manual is regularly reviewed and improved to better address the changing environment and situation.
PTT Board of DirectorsGRI102-19, GRI102-26, GRI102-28, GRI102-29, GRI102-30, GRI102-31
PTT’s Board of Directors plays an important role in formulating strategic plans, vision, key corporate policies, annual operation plan and budget, and determining remuneration. The Board of Directors also determines risk management, considering all risk factors covering economic, social and governance aspects which may affect the Company’s operations. In overseeing the operations of the management, the Board of Directors reviewed and considered financial and non-financial reports in its quarterly meeting, monitored the Company’s performance of other aspects through 5 area-specific committees, namely the Audit Committee, the Nomination Committee, the Remuneration Committee, the Corporate Governance Committee and the Enterprise Risk Management Committee. This enables the Board to thoroughly assist in screening essential work, and guide the organization effectively and efficiently in line with the Company’s strategy and established policy framework. This not only helps to enhance business competitiveness, but also ensures that governance is ethical, complies with good governance principles, and is transparent, impartial, and accountable. Likewise, it ensures a balanced approach to stakeholder governance and creates positive returns for shareholders.
To ensure efficient corporate governance that is fair to all stakeholders, the Board of Directors has to conduct performance assessment on annual basis according to PTT Corporate Governance Practice. In 2020, assessment aspects were improved to make it easier for the assessment in the areas of role, duties and performance of the Chairman of the Board of Directors, and satisfaction of the performance of specific committee and each committee chairman. The Board of Directors assessment comprises five forms, including collective Board of Directors Assessment, Individual Director Assessment (self-assessment), Individual Director Assessment (peer assessment), Specific Committee Assessment (directors of each specific committee assess the performance of their specific committee in which they serve), and the Assessment of the Duty and Performance of the Chairman of the Board, Satisfaction of Specific Committee and Committee Chairman (assessed by all directors).
The Board of Directors shall use the information from the assessment in considering and reviewing the performance, problems and obstacles in the past year for improvement. The assessment result is presented in the annual registration statement/ annual report 2020 (Form 56-1 One Report). From 2017 onwards, the Board of Directors have implemented the Key Performance Index to assess the performance of the Board of Directors and determine directors’ remuneration.
PTT Board of Directors were assessed by independent auditor, the State Enterprise Policy Office (SEPO), Ministry of Finance, on annual basis, and the Thai Institute of Directors (IOD) every two years (or as specified by IOD). PTT has formulated fair and reasonable director remuneration policy, which is reviewed by the Remuneration Committee based on the appropriateness, duty of directors, the Company’s financial position, and the Company’s performance based on the Performance Agreement (PA) of state enterprise system and benchmark it with other companies in the same industry.
Performance assessment of the Chief Executive Officer and President in 2020 were based on three aspects, namely PTT’s operating performance according to the state enterprise assessment in the specific fiscal year, management ability and leadership, and the operating performance according to corporate vision. PTT has required the criteria for considering the remuneration of directors and executives to be published in the annual report. The remuneration of the top executive or the Chief Executive Officer and President were clearly disclosed while individual remuneration of directors and collective remuneration of the executives were disclosed. The information was reviewed by the auditor and the Company’s Audit Committee for transparency and accountability.
The management is responsible for the Company’s overall operations and management. The Chief Executive Officer and President is the top executive with authority and responsibility to manage the Company according to the plan and budget approved by the Board of Directors. The top management shall perform the duties with integrity, accountability and for the best benefit of the Company and its shareholders. The management exercises its authority through the PTT Management Committee (PTTMC) and 29 committees that screen and manage the Company with efficiency.
The remuneration of the management is considered based on the policy and criteria determined by the PTT Board of Directors, covering the corporate performance assessment based on the State Enterprise Assessment System specified by the State Enterprise Policy Office, Ministry of Finance, covering the environmental, social and corporate governance aspects. All levels of the management shall work together to identify key index and goals for the year which will be used as business operations guideline and performance assessment.
The Board of Directors has stipulated that the president & CEO of PTT shall submit the annual performance review to the Remuneration Committee for reviewing. The board then determines the remuneration of the president & CEO basing on the results of this review; financial and non-financial performances. However, these results are considered as undisclosed information. The criteria was defined to cover challenging targets in accordance with the company’s short-term and long-term strategies, both, including social, community and environmental responsibility. PTT, as the state enterprise and the listed company, is quite independent in conducting its business efficiently under Thai Government, by Ministry of Finance, and has been enforced to use State Enterprise Assessment Model (SE-AM), stipulated by State Enterprise Policy Office which was governed by Ministry of Finance, for monitoring and evaluating the company performance. Therefore, the president & CEO compensation assessment shall be applied by 3 criteria: SE-AM KPIs (35%), Performance according to the company vision which the president & CEO presented to the PTT Board of Directors (35%) and Leadership and management abilities (30%).
The annual salary and bonus of the president & CEO depend on the results of this performance review and are subjected to the approval of the Board of Directors. In addition to challenging goals, these criteria comprehend financial and non-financial key performance indicators per short-term and long-term goals of the strategic plan and the company’s vision, the environment, the corporate responsibilities for communities, Society and Governance. The remuneration of the president is comparable to those of leading companies in Thailand.
Compensation of PTT’s Executives in 2020GRI102-38
|2020 Compensation||Chief Executive Officer and President||Executives according to SEC’s definition (4 persons)|
|Total remuneration (Baht)||30,772,423||31,623,762|
|Total bonus (Baht)||7,939,778||14,357,096|
Remarks: The mean annual compensationof all employees is 1,175,125 baht. The ratio of total annual compensation of the Chief Executive Officer and President to Median of employees’ remuneration is 32.94:1
PTT Board of Directors structure is a one-tier system, including Supervisory Board/Board of Directors and the Management Committee. The Supervisory Board/Board of Directors comprises no less than five but no more than 15 persons. The current board comprises 11 independent directors and three non-executive directors. The Management Committee comprises Chief Executive Officer and Senior Executive Vice President totaling 15 members. PTT stipulates that the Chairman of the Board of Directors shall not be a PTT’s executive and not the same person as the Chief Executive Officer and President, which is the practice guideline introduced since 2021 in order to maintain transparency and accountability. Profile and details of directorship of each director is presented in the annual registration statement and annual report 2020 (Form 56-1 One Report) and PTT’s website
The Board of Directors is recruited through the nomination process by the Nomination Committee, which currently comprises 11 members who are non-executives with knowledge and experience in the energy industry (industry experience according to GICS Level 1 criteria). PTT emphasizes on the diversity of the committee, in terms of qualifications, experience, and expertise from various fields that are necessary to keep PTT’s balance operations such as those with knowledge in energy/petroleum business, laws, and accounting/finance, as well as social, race, gender, religious, belief, and cultural aspects. In 2020, PTT has an additional female director, bringing the total female directors to two persons, namely Ms. Nuntawan Sakuntanaka and Ms. Premrutai Vinaiphat. Each director holds the office for three years on average.
In 2020, the average meeting attendance of PTT’s directors was 95.55 percent, which exceeds the level required by PTT of 75 percent.