Corporate Governance Policy
With commitment to operating the business with responsibility towards all stakeholders and transparent, fair and accountable operations, Nok Air understands the value of corporate governance (CG) to enhance our competitiveness and management efficiency, which should lead to value added to the company, our shareholders and all stakeholders in the long run.
Nok Air has considered, reviewed, and adjusted Corporate Governance practice and policy in line with ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard), which is a tool to measure “listed companies’ corporate governance level” in ASEAN countries. It will upgrade Nok Air’s corporate governance (CG) practice in response to changing situations.This will also raise the company’s Corporate Governance standard and operations, which promotes sustainable growth. Corporate governance policy is divided into five sections as below:
|Section 1: Right of Shareholders
The Board of Directors equally values and respects the rights of each shareholder. It is well aware that shareholders have the right of ownership to oversee Nok Air business by appointing the Board as their representatives, entitled to make a decision about the company’s major change. As a result, Nok Air facilitates the shareholders by offering fundamental legal rights or the rights they deserve, such as the right to sell or transfer shares, the right to share in the profit, the right to receive accurate, comprehensive and adequate company information in a timely and equitable manner to make decisions, right to propose additional meeting agendas before the shareholders’ meeting, the right to attend shareholders’ meetings to vote for appointment or dismissal of directors, the right to set directors’ remuneration rate, the right to appoint auditors, and the right to set the auditing fee.This includes the issues that affect the company. Nok Air will never take an actiontoviolate or limit the rights of shareholders.
As a result, the Board defined the practice guidelines to facilitate and encourage shareholders to attend the shareholders’ meetings, along with other related rights of shareholders as below:
Holding Shareholders’ Meeting
- Before the Shareholders’ Meeting Date
- Thailand Securities Depository Company Limited (TSD), securities registrar of Nok Air, will send the shareholders an invitation letter, also available in English for foreign shareholders. Enclosed with the letter are supporting documents that contains key information to help shareholders decide, such as objectives and rationality as well as the Board’s opinions stated in all meeting agendas. Shareholders will be able to study the information at least seven days prior to the Shareholders’ Meeting. Moreover, Nok Air will announce the Shareholders’ Meeting in newspapers to comprehensively inform the shareholders about date, time, venue and agenda of meeting in Thai and English in compliance with law.
- Nok Air adds communication channels of shareholders through its website http://nok-th.listed company.com/home.html where information and update will be exclusively posted there. The invitation letter to the meeting will be posted in advance before the meeting day for shareholders to conveniently and comprehensively download the meeting agendas.
- If a shareholder cannot attend the meeting himself/herself, Nok Air allows that shareholder to appoint an independent director or any individual to attend the meeting on his/her behalf using any of three proxy appointment forms provided with the invitation letter as regulated by law. Nok Air will also help them with proxy instruction and prepare complimentary stamp duty for the proxy.
- Nok Air will prepare venue and facilities to equally facilitate all shareholders who attend the meeting, such as adequate parking space for shareholders who drive and easy access for all shareholders, with map of venue attached to the invitation letter.
- The meeting must not take place on public holidays or long weekends. Its timing must be appropriate.
- On the Shareholders’ Meeting Date
- The Board of Directors will assign adequate staff members to review the participants’ documents to ensure prompt, accurate, and auditable process. At the shareholders’ registration point, the barcode system was implemented to expedite process of registration, vote counting, and result display to ensure quick and precise outcome.
- Nok Air will appoint independent individuals to count or check the shareholders’ votes in the meeting. Shareholders must use ballots to vote for every agenda required, which will ensure transparency and auditability incase that any arguments later arise. Nok Air will clearly count the ballots, disclose the results, and record the meeting’s resolution in the minutes of meeting.
- In the Shareholder’s Meeting, Nok Air will arrange for a consideration and a voting based on an order of the meeting agendas without changing any material information or without adding any meeting agenda at the meeting without prior notice. Shareholders will vote for each item in case of multiple items under one agenda, such as appointment of directors.
- Shareholders will be equally allowed to examine Nok Air’s operation and to inquire and express their opinions as well as recommendations. Directors and executives will attend the Meeting to answer questions there. They are also allowed to ask chairperson of each committee in related issues.
- Before the meeting, the Board of Directors, executives, and auditor (s) will be introduced to the participants. The Chairman will announce the quorum, consisting of the number of participating shareholders, the number of proxies, and the number of shareholders who appoint independent directors of Nok Air as a proxy. Moreover, the voting procedures and counting of shareholders’ votes for each session will be clarified.
- The Chairman of the meeting will allocate adequate meeting time to equally give each shareholder a chance to inquire or comment on related issues. Shareholders’ key questions will be comprehensively answered. All major questions, explanation and opinion will be recorded in the minutes of meeting to further inform the shareholders who cannot attend the meeting.
- After the Shareholders’ Meeting Date
- The minutes of the meeting, which discloses the meeting resolution, must be completely recorded with accuracy and transparency, consisting of following details: - Name list and title of directors, committees, high-ranking executives and auditors’ representative who attends and cannot attend the meeting (if any). - Quorum, consisting of the number of participating shareholders, the number of proxies, and the number of shareholders who appoint an independent director as proxy - Voting procedure in each agenda, counting of total shareholders’ votes before the meeting, and ballot instruction - Every approving vote, disapproving vote, and abstention in each agenda that requires voting, including names of non-eligible voters and his/her number of shares (if any) - Key questions, explanation and comments recorded in the minutes of meeting
- The meeting’s resolution will be announced in SET’s media channel the next working day, declaring the number of approving votes, disapproving votes, and abstentions in each agenda. Both Thai and English report will be issued and submitted to SET and related agencies. The information will be posted on Nok Air website within the timeline specified by law so that the shareholders can review it without waiting until the next meeting. Moreover, the minutes of meetings are kept in an effective storage system to refer to auditable reference.
- Nok Air will increasingly facilitate convenient approach for shareholders to receive their dividend by transferring it to their bank accounts (if any dividend is paid) to allow shareholders to get paid on a timely basis and to also avoid any defect or loss or bank cheques or any delayed delivery
|Section 2: Equitable Treatment of Shareholders
Nok Air takes it as its mission to equally treat all shareholders with fairness regardless of the shareholders’ status, be they executive and non-executives hare holders and foreign shareholders. The Company is committed to facilitate shareholders in exercising their rights across all areas that they are eligible for. The Board of Directors therefore implemented a policy as follows:
- Nok Air will send meeting schedule, agenda, and directors’ opinions the Stock Exchange of Thailand (SET), which will further post them on SET website (http://nok-th.listedcompany.com/home.html).
- Shareholders has the voting right of one share equals one vote. For the same type of share, the shareholders have equal right based on one-share-one-vote principle.
- Nok Air offers shareholders a chance and right to appoint each director.
- Nok Air shall study a possibility to allow minor shareholders to nominate directors or to propose any additional meeting agenda prior to the Shareholders’ Meeting.
- To facilitate the shareholders who are unable to attend the meeting, the Company will deliver all three types of proxy appointment forms, which are Form A, Form Band Form C, for shareholder to choose, along with invitation letter and instruction on proxy, to ensure that the shareholders are well prepared and avoid the difficulties for proxies. Such information is also published on the Company’s website (http://nok-th.listedcompany.com/home.html) as another channel for shareholders to download.
- Nok Air allows the shareholders to appoint at least one independent director as a proxy to attend the meeting. The name of the appointed independent director is to be stated in an invitation letter for the Shareholders’ Meeting.
- Nok Air will organize the meeting in orders of the agenda in the invitation letter and will not add agenda that are not listed in the invitation letter to the meeting without prior notice to shareholders. This is to ensure the fair treatment to the shareholders who do not attend the meeting.
- Shareholders must use ballots for every agenda that requires voting to ensure transparency and auditability in case that any arguments later arise. Nok Air will clearly count the ballots, disclose the result, and record the Meeting’s resolution in the minutes of meeting.
- All shareholders, be they major or minor, Thai or foreigner shareholders, will be treated equally.
For equal treatment of shareholders, the Board of Directors has provided measures for preventing directors’ and executives’ abuse of internal information to seek benefits for themselves and others, which is unfair to other shareholders of the Company. Examples of the abuse include selling securities using internal information and disclosing internal information to individuals related to directors and executives, which may cause damage to the Company’s shareholders as a whole. The Company’s policy towards internal information use is as follows:
Use of Internal Information
Policy of Connected Transactions
- Educating directors and executives regarding their duties to report the securities that they, their spouses and non-matured children are holding to The Securities and Exchange Commission according to Section59and penaltiesunderSection275of the Securities and ExchangeAct,B.E.2535(1992) (and the amended); reporting the acquisition or disposal of securities of one’s own, one’s spouse and non-matured children to The Securities and Exchange Commission under Section 246 and penalties under the Section 298 of the Securities and Exchange Act, B.E. 2535 (1992) and the amended.
- Directors and company executives as well as spouses and non-matured children are required to prepare and disclose their securities-holding report and a report indicating the change of their holding of the Company’s securities to The Securities and Exchange CommissionunderSection59and penalties under Section275of the Securities and Exchange Act, B.E. 2535 (1992) (and the amended). Acopy of these reports is to be sent to the Company on the same day they are submitted to The Securities and Exchange Commission
- Directors, executives, employees and workers of the Company and its subsidiaries getting access to internal information that is material enough to affect the price of the Company’s securities are to exercise their caution when trading the Company’s securities within one month before the financial statements or such internal information is disclosed to the public and within 24 hours after such internal information was disclose to the public. Those relating to the internal information must not disclosed the information to any one unless the information is notified to the SET. Regarding the penalties, in case of violation, Nok Air will consider it as a disciplinary violation against the Company’s work regulations and will penalize the person based on the circumstance in the following manners: verbal warning, written warning, probation and termination by firing, dismissing or discharging, as the case may be.
- Directors, executives, employees and workers are prohibited to use the Company’s internal information not yet released to the public that has or may have an effect to the Company’s securities price and that they have known due to their position in the buying or selling or to offer to buy or sell or to persuade someone else to buy or sell or to offer to buy or sell the Company’ s other shares or securities (if any) whether directly or indirectly in a manner that could negatively affect the Company directly or otherwise and whether or not such an action is executed for one’s interest or for someone else’s or to disclose such fact for someone else to undertake these foregoing actions whether or not the directors, executives, employees and workers stand to benefit from it.
- Directors, executives, employees and workers of the Company are prohibited to disclose its internal information or trade secrets as well as confidential information of the Company’s suppliers that became known to them during their performance to the third party although such disclosure won’t pose any negative effect to the Company and its suppliers.
- Directors, executives, employees and workers of the Company shall have a duty to keep the Company’s secret and/or internal information as well as a duty to use such internal information for the benefit of the Company’s business only. Directors, executives, employees and workers of the Company are prohibited to use the Company’s secret and/or internal information for the benefit of other companies in which they are shareholders, directors, executives, employees and workers.
- Directors, executives, employees and workers of the Company are obliged to comply with the guidelines on the use of internal information under the Securities and Exchange Act and the Act on Public Limited Company as well as other regulations.
Nok Air underlines transparency and interest of its business when it comes to reviewing transactions. That’s why it emphasizes the prevention of any transaction that could cause a conflict of interest, a connected transaction or a related transaction, all of which has been translated into the policy with the main contents as follows:
- Executives and employees are to comply with Nok Air’s Code of Conduct which is considered important and has to strictly comply with for the purpose of reliability and confidence by all stakeholders. The information in the Code of Conduct will be communicated to all employees for their understanding.
- Company directors and executives are to inform the Company of their relationship or any connected transaction in any business which may cause a conflict of interest.
- A connected transaction will be submitted to the Audit Committee for its opinion before the matter is proposed to the Board of Directors for approval based on the principle of good corporate governance. The Company will oversee the compliance with rules and regulations of the SET and the Office of Securities and Exchange Commission (SEC).
The Board of Directors obliges directors and executives to disclose information about their own and related individuals’ interests in order to enable the Board to consider Company’s transactions that may have a conflict of interests and perform decision-making to ensure interest of the Company as a whole. The directors and executives who have interest in a transaction with the Company will not be involved in decision-making about the transaction. The Company’s policy for preventing a conflict of interest is provided as follows:
Policy for Prevention of Conflict of Interest
The Board has formulated a policy for prevention of conflict of interest on the principle that any business decision is to be executed on the basis of the best interest of the Company only and any action that could lead to a conflict of interest shall be avoided at all costs where those relating to the matter or having an interest in the matter under the review must notify the Company of his relationship or interest in the transaction and will not be involved in a decision-making process, nor shall they be authorized to approve the transaction.
In addition, directors and executives are to submit a meeting agenda expected to cause a conflict of interest between the Company and any major shareholder to the Audit Committee in advance. If the Audit Committee finds the transaction as either of the following:
- A connected transaction-The Audit Committee is to request the Board to comply with the Notification of the SETRe : Disclosure of Information and action of listed companies relating to connected transactions, B.E. 2546 (2003); or
- A conflict of interest - The Audit Committee is to inform the Board of Directors issues of possible conflict of interest and the director’s name who could have a conflict of interest for the Board and the director to strictly comply with Section 80 of the Public Limited Company Act.
In addition, if an executive or a company director is of the view that a transaction is clearly qualified as either a connected transaction or a transaction with a conflict of interest and he intends to comply with the Notification of the SETRe : Disclosure of information and action of listed companies relating to connected transactions, B.E. 2546 (2003) and/or Section 80 of the Public Limited Company Act Re: Abstention of directors with direct or indirect interest, he/she may submit the agenda directly to the Board of Directors without first seeking the Audit Committee’s opinion.
|Section 3: Roles of Stakeholders
Nok Air realizes and recognizes the rights of all stakeholders, be they internal stakeholders; namely, shareholders and employees, or external stakeholders; namely, customers, suppliers, creditors, competitors, the public sector and other agencies and neighboring communities. This is simply because the Company has been supported by all stakeholders to be able to nurture our competitiveness and to generate profits to the business, an action which is considered enhancing our values in the long run. Stakeholders should therefore be treated well according to their legal rights. Related policy is as follows:
Policy and practice toward employees
Nok Air realizes that our employees are truly a key of our success to achieve our valuable goal. That’s why it’s our policy to fairly treat our employees either in terms of their career opportunity, remunerations, appointment, job transfer and capacity-building. To correspond with this policy, Nok Air has the following practices:
Policy and practice toward shareholders
- Treating employees politely and with respect to their individual rights.
- Offering fair remunerations to employees; setting up a provident fund for employees and underlining the importance of employee welfare
- Maintaining an environment which is safe as a place to work and a safe place for employees’ properties.
- Appointment, transfer, award and disciplining employees will be conducted with integrity and on the basis of individual employee’s knowledge, capacity and proper circumstance.
- Underlining the importance of employee’s skill enhancement and capacity-building where all employees will be thoroughly and constantly given an opportunity to have their capacity developed to fulfill their professional potential, Nok Air does have an employee training plan drafted on an annual basis. In 2014, it had provided both internal and external training sessions for a total of 901 employees equivalently at an average day of employee training per year of 24 hours.
- Listening to advices and recommendations based on employee’s professional capacity.
- Strictly complying with all employee-related laws and regulations.
Constantly realizing that shareholders are the owner of our business and the Company has a duty to add values to shareholders in the long run, Nok Air requires its directors, executives and employees alike to comply with the following practices:
Policy and practice toward customers
- Performing duties with integrity; making a decision on the professional principle with caution, care and fairness to major and minor shareholders for the best interest of all shareholders.
- Carefully reporting the Company’s status, financial statements, financial and accounting information and other reports.
- Preventing from seeking an interest for oneself and other using the Company’s information which has not yet been disclosed to the public that could result in the Company’s conflict of interest.
Recognizing the importance of our customers, the Company has set customer treatment policy as follows:
Policy and practice toward suppliers and/or creditors
- Providing customer service with politeness, enthusiasm and a service mind where the service is provided with sincerity, willingness, care and attention. All customers are treated as our close relatives. The service is offered with speed, accuracy and reliability.
- Keeping customer’s confidential information and refrain from illegally using their information for the interest of ourselves or related persons
- Informing customers with accurate, adequate and timely information about the services provided by us by not overly advertising our products that could lead customers to misunderstand their quality or any service conditions.
- Providing advice regarding the Company’s means of providing the service to be as efficient as possible and for the best interest of our customers
Nok Air has a policy through which employees shall treat all suppliers and/or creditors in a fair and sincere manner without taking their advantage and by taking into consideration the Company’s best interest and on the basis of fair returns to both parties while avoiding any circumstance that could lead to a conflict of interest. Any discussion for resolution shall be based on the business relationship. The practice is as follows:
Policy and practice towards competitors
- Not demanding or accepting or paying any unscrupulous business benefit to supplier and/or creditor.
- If there is any information indicating that a demand or receipt or payment of any unscrupulous benefit was made, such information must be disclosed to supplier and/or creditor and the parties shall mutually resolve the problem with fairness and speed
- Strictly complying with all previously-agreed conditions. If any condition can’t be complied with, creditors have to be quickly notified to find a possible solution together.
Nok Air has a policy to treat business competitors without violating or learning their confidential information in a fraudulent manner. The policy in this area is as follows;
Policy and practice towards the society and community
- Acting on the basis of the good competition framework.
- Not seeking the competitor’s confidential information in an inappropriate and fraudulent manner.
- Not destroying the competitor’s reputation by slandering him.
Nok Air has a policy to conduct our business that will benefit the economy and the society as a committed corporate citizen who complies with the laws and related regulations without violating the basic human rights while promoting and upgrading the quality of our society and the communities.
The Company’s policy in this area is to provide quality-enhancement activities as well as those relating to occupational health and the environment. We will maintain our work environment to make it safe to employee’s life and property. Employees will be encouraged to have awareness in the society and the environment through activities which our employees will be constantly encouraged to participate.
Nok Air provides complaint-making and whistle-blowing channels as below:
Letter : Corporate Governance Committee Nok Airlines Public Company Limited 3 Rajanakarn Building 17th Floor South Sathorn Road, Yannawa, Sathorn Bangkok 10120
E-mail : email@example.com
Tel. : 0-2627-2000 ext. 2785
Fax. : 0-2285-6944
|Section 4: Disclosure of Information and Transparency
The Board of Directors has a policy to disclose financial and other information relating to Nok Air’s business and its performance that is accurate, comprehensive and adequate on a regular and timely fashion and that reflects its actual financial status and operation results as well as its future.
The Board of Directors is strictly committed to legal compliance as well as compliance with rules and regulations relating to the disclosure of information and transparency. Information has been posted in Nok Air’s website and the SET’s media channel for shareholders and other related parties to get a thorough access. The Company is ready to update or change any information to align with what the SET and the SEC have notified and enforced.
Nok Air underlines the importance of its financial reports which should reflect the Company’s actual financial status and operation results on the basis of accurate, complete and adequate accounting information based on the generally-accepted accounting principles (GAAP). The Company will also disclose information related to each director as well as roles and responsibilities of the Board of Directors and other committees in the Annual Report Form (Form 56-2) and the Annual Information Declaration Form (Form 56-1). It will also disclose remunerations of its directors and executives in its Annual report (Form 56-2) and the Annual Information Declaration Form (Form 56-1). Nok Air therefore formulates the policy and guideline as below: Policy of Investor Relations
Nok Air delegates the staff to contact and communicate with investors or shareholders, including institutional investors and minor shareholders. It not only holds meetings to regularly analyze the performance, but also disseminates the corporate information, such as financial and general information, to shareholders, securities analysts, credit rating agencies, and relevant government agencies, via different channels, such as report submitted to the Stock Exchange of Thailand (SET), the Securities and Exchange Commission (SEC) and the company's website (http://nok-th.listedcompany.com/home.html).
Recognizing the importance of regular information disclosure, Nok Air keeps the shareholders informed via the company’s website that always updates its content, namely vision, mission, financial statement, press releases, annual reports, organization and management structure, shareholding structure and major shareholders. Shareholders or investors may inquire about the information at:
Letter : Investor Relations Department Nok Airlines Public Company Limited 3 Rajanakarn Building 17th Floor South Sathorn Road, Yannawa, Sathorn Bangkok 10120
E-mail : firstname.lastname@example.org
Tel. : 0-2627-2000 ext. Investor Relations Department
Fax. : 0-2285-6944
|Section 5: Responsibility of the Board
The Board of Directors is responsible for shareholders in overseeing the Company’s business to meet corporate goal and to steer the business in a direction that will maximize shareholders’ interest taking into consideration benefits of all stakeholders.
The Board of Directors’ duty is to ensure compliance with the laws, objectives, Articles of Association and resolutions of the Shareholders’ Meeting. The Board is to perform its duty with integrity and to take care of the interest of shareholders and stakeholders both in the short and long run. To ensure that Nok Air’s business is in a direction that will maximize the interest of shareholders and stakeholders, the Board will supervise the preparation of the Company’s vision, mission, goal, objective, business direction, strategic plan, operation plan and annual budget. The Board will express its opinions for a mutual understanding of the business’s overview before making an approval. It will monitor the management to ensure that corporate goals will be achieved on the basis of the SET and SEC guidelines.
Nok Air has12 directors who will stay in the office for three years each. Of this, one is from the management while the remaining 11 are non-executive directors. Five out of these are directors within dependence based on criteria stated by the Office of the SEC which aligns with the SEC’s regulation that requires listed companies to appoint independent directors equivalent at least to or more than one-third of their entire directors. Nok Air’s Board of Directors consists of competent personnel from various industries ranging from business to accounting and finance, all of which are related and supporting Nok Air’s business.
The Company’s Article of Association requires one-third directors to resign at the Annual General Shareholders’ Meeting (AGM). If the entire number of directors cannot exactly be divided into three portions, the closest number to one-third director who are to retire from their position in Year 1 and Year 2 after being listed shall do sousing a drawing method. For subsequent years, directors who stay in their office for the longest period shall resign. However, directors resigning on rotation may be re-elected.
Nok Air has clearly divided roles and responsibilities between the Board of Directors and executives. While the Board will formulate policies and oversee the management of executives at a policy level, executives will execute corporate management in alignment with the policy. Chairman of the Board is independent director and is not the same person as the Chief Executive Officer. The two have clearly-separated roles and responsibilities for the purpose of management balance. No one has an absolute power. Chairman of the Board has no relationship with the Company’s management. The Chairman’s role is to formulate a policy and to provide advice only. The Board appointed committees as below:
- Audit Committee, consisting of three independent directors, is responsible for supervising the company’s business. The Committee monitors the operation of auditing, risk management, financial and internal control, financial statement/report, and other tasks indicated by SET and SEC to ensure the effectiveness.
- Nomination and Remuneration Committee oversees the recruitment of qualified personnel to ensure the company’s best interest. These people will take a position of Chief Executive Officer, directors and executives to fill the vacancy. The list of nominees will be proposed to the Committee for consideration or screening and/or to shareholders for approval, depending on each case. Nomination and Remuneration Committee comprises three committees, within dependent director as the Chairman.
- Risk Management Committee oversees and defines risk management direction and policy that is significant to Nok Air’s effective business conduct. It properly and adequately reports risks and risk management direction to the Board of Directors.
- Corporate Governance Committee supervises the company’s corporate governance practice to ensure that it meets the standard of best practice and focuses on sustainable growth.
To supervise and help overseeing Nok Air’s operation, Chief Executive Officer (CEO) has established five committees as follows.
- The Management Committee (MC) whose role and responsibility is to formulate a business strategy, a business plan and budget to align with the corporate policy. The MC is also responsible for making decisions and orders under its authority entrusted by the Board. It will also act in accordance with what the Board of Directors has approved. In addition, the MC will supervise the management’s performance to ensure that it aligns with what the Board has entrusted and the management’s compliance with resolutions legally adopted by the Shareholders’ Meeting and by the Board.
- The People Management Committee is to manage and formulate internal rules and regulations and other related matters to meet the Company’s policy
- The Commercial Management Committee will manage and formulate rules and regulations relating to commercial tasks, set ticket prices and plan flight schedules and flight routes to reflect the Company’s policy.
- The Operating Management Committee will manage and draft rules and regulations relating to flight operation and other matters to reflect the Company’s policy.
- The Safety Management System Committee will handle the safety management system within the Company to be incompliance with what the International Civil Aviation Organization(ICAO)has required.
In addition, the Board of Directors established an internal control system that covers all business areas, including finance and operations, in compliance with related laws, rules, and regulations. It provides effective checks-and-balances mechanism, with written operational regulations, to protect the company’s assets. The approval authority ranking and responsibilities are assigned to the executives and employees while the internal control department, working independently, oversees the operations of each department to ensure its compliance with regulations. The Department also evaluates the effectiveness and sufficiency of internal control within each department of company.
Code of Conduct
The Code of Conduct applies to all management staff of the Company and all its subsidiaries at all levels, no matter if they have signed for acknowledgment or not. In the Company’s business operation principles, the Company’s reputation for integrity is an invaluable asset to its achievement and has influence on its business growth and profitability, so are management staff’s reputation and decency. Thus, this practice standard has a direct impact on the overall confidence in the Company.
The Company’s objective is operating lawful business incompliance with requirements while respecting the rights of its traders and clients.
Policy and Code of Conduct
- Compliance with the Company’s regulations, notifications and orders
The Code of Conduct is an additional part to the Company’s regulations, notifications, and orders. If any statements in the regulations, notifications, and orders are in disagreement with the Code of Conduct, the Code of Conduct shall be applied.
All management staff shall abide by the regulations, notifications and orders of the Company and their supervisors. That is, they shall:
- Strictly endorse the Company’s policies and the compliance with its regulations, notifications, orders, and circular letters announced to all staff.
- Perform their duties with integrity and fairness and promptly report incidents that may ruin the Company’s reputation and assets.
- Be polite, and give honor and respect, to their colleagues.
- Perform their duties with assiduity and perseverance and observe the Company’s regulations and good governance to serve as a role model for other staff to ensure the Company’s advancement and righteousness.
- Strictly retain interests and secrets of the Company and clients or those related to any activities that the Company should not disclose – Dissemination of the Company’s information on financial business and individuals shall be done in a proper manner with permission, prudence, and efficiency. Hence, throughout, and after the termination of, the employee status period, all staff shall agree to keep the aforementioned information confidential. If they disclose or send it to other people or use it beyond their duties they perform for the Company, they shall agree to make restitution for all actual damages.
- Take care of the Company’s assets and protect them against damage or loss from any individuals or disasters with their full capacity and bring nothing from the Company, whether it is equipment or asset, for personal or others’ interests that are irrelevant to the Company’s business operations.
- Conduct business administration while adhering to morality and ethics, promote morality and ethics at all levels of the Company, as well as monitor and manage potential conflicts of interests in the Company.
- Closely and fairly supervise subordinates.
- Be ready to work as a team and open to others’ opinions.
- Strictly comply with, and encourage their subordinates, while monitoring them, to strictly comply with, the Company’s regulations, disciplines and requirements for using the Company’s computer system, computer data, and computer traffic data. This aims to ensure their compliance with the computer law, the copyright law, or other relevant laws and to prevent the Company’s reputation and image from being ruined.
- Not-to-do list
All management staff shall refrain from behaving in a way that will ruin the Company and themselves. That is, they shall not:
- Spend office hours on personal affairs or interests.
- Operate an activity that has the same state and compete with the Company’s activities to achieve personal or others’ interests or be a dominant shareholder, which may have a direct or indirect detrimental effect on the Company.
- Behave in a way that can ruin the Company’s position and honor.
- Make or use a false statement or conceal a fact that should be informed to the Company.
- Work with negligence or take any inappropriate action for being good management, in order to ensure a correct and honest accomplishment.
- Conceal or distort a fact to achieve personal or others’ interests, which may have a direct or indirect detrimental effect on the Company.
- Take any action that prevents legitimate actions of the Company’s authorized persons or issue any orders that allow staff’s unlawful or unethical behavior.
- Commit a civil or criminal offence which has a director indirect detrimental effect on themselves or others with or without intention.
- Disclose their own or others’ wage or salary or salary raise rates with or without intention.
- Ask for, or agree to accept, an asset or other benefits from a client, trader, partner, competitor, or any other person who conducts business with the Company or provide entertainment which is proven to be beyond reasonableness. The exception is customary gifts, normal business entertainment, or business promotion costs which will lead to commercial reputation as customary exchange; however, if each item is worth more than [3,000] baht, they shall immediately inform their supervisor from the level [Director].
- Offer a bribe directly or through a third party to, and/or misuse their influence on, the representatives of the government, clients, or partners, which conflicts with the Company’s policies.
- Deliberately add, remove, or correct information in a record or any information, by any means, to change or distort the performance results and account records for any purposes.
- Make a payment or conduct business management with a deliberate attempt or in a way that makes it understood that part of the payment or the business management has a purpose/ purposes other than purposes specified in the payment or business management documents.
- Be insolvent or be assumed to be insolvent on particular legal grounds.
- Fail to retain the Company’s intellectual property information or intellectual property information that the Company has acquired from staff’s action.
- Copy other people’s works and intellectual property.
- Take any action to seek benefits for themselves or other individuals in a wrongful manner.
- Request a non-procurement function to ask for support from a trader or partner - if the support is needed for the Company’s interests for different functions, consult the procurement function about having it take charge of the process. The exception is marketing activities, which are under the responsibility of the Marketing and Business Development.
- Take an action that neglects, or is conducive to, any individuals’ exploitation of, access to, or disturbance to the Company’s computer system, computer data, and computer traffic data in a wrongful manner or without the Company’s permission; or intentionally act to cause, encourage, or allow the occurrence or continuity of wrong acts committed by service providers, based on the computer law, copyright law, or other relevant laws.
- Minor breaches: The management staff who have committed a minor breach will receive a warning notice which indicates the characteristics and primary grounds of the breach. They are allowed to object to the accusation before their supervisor. If this issue cannot be solved, it shall be presented to the Disciplinary Committee, appointed by the CEO, for consideration, and the Committee’s judgment is the final decision. If they commit the breach for the second time, or if they do not rectify the first breach based on the warning notice, they are subject to strict disciplinary action, which may include employment termination.
- Serious breaches, e.g. offering or taking a bribe, frauds, disclosing the Company’s confidential information or intellectual property information to the third party, taking any action that ruins the Company’s honor, and concealing, or failing to report, any information, consultation, or important documents to their supervisor - In the case of a serious breach, the Company may consider non-compensation employment termination without issuing a warning notice.
Nok Air Public Company Limited places a priority to anti-corruption and is committed to operating its business by adhering to moral, integrity, transparency and responsibility toward its stakeholders. Following this principle, the Company has come up with the best practice of the Board of Directors, the management and employees at all levels as reflected in the business Code of Conduct and the employee's Code of Conduct which are considered part of its corporate governance that will drive the Company toward sustainability.
- To provide the Board of Directors, the management and employees with an opportunity to express their commitment to and embrace anti-corruption practice to their own
- To provide criteria and clear practice guideline to prevent the Company and its employees from breaching the Company's anti-corruption policy
- To review and monitor overall operations to ensure that the Company and employees strictly follow the anti-corruption policy
- To encourage the entire organization and employees to monitor and report fraudulent action or corruption via secured communication channel
Corruption refers to "an act or an omission not to act in one's duty or an unscrupulous exercise of one's power and violation of the laws, the Code of Conduct, regulation or policy of the Company in order to seek unqualified benefit in various manners such as demanding, accepting, offering or giving a property or any other benefit to a public official or any other individual who is doing a business with the Company or subsidiaries.
"Political assistance means directly or indirectly offering assets, money, goods, and privileges to support and help or for other benefits to political parties, politicians and people involved with politics or political events.
"Related persons means spouse, children, father, mother and close family relatives of the directors, executives and employees at all levels of the Company and subsidiaries."
Nok Air has formulated the anti-corruption policy as a guideline for its practice as follows:
- Directors, executives and employees shall in no case corrupt or support the corruption and will strictly comply with the anti-corruption measures
- Directors, executives and employees have a role to comply with the good corporate governance policy and the anti-corruption policy. The Board of Directors has entrusted the management to communicate and implement anti-corruption measures.
- Directors, executives and employees shall strictly respect and comply with anti-corruption laws enacted in every country or locations that the Company operates business.
- To nurture the corporate culture of integrity and honesty
- To provide employee training to encourage sincerity, integrity towards their work and to enable them to embrace the principle and ethical standard under the corporate governance policy to their own
- The Company puts in place the human resource development process that reflects Nok Air's commitment to anti-corruption practice, from selection, training, assessment, remuneration and promotion
- An internal audit is put in place for the Company to achieve its goal and to audit every department to see if they have compiled with rules and regulations as well as to find out weaknesses and loopholes. In addition, the internal audit should provide advice regarding how to improve the operation system to become effective and efficient under the good corporate governance guideline.
- Cooperating with the public sector by requiring every department who becomes a contractual party with the state to disclose their incomes and expenses to the National Anti-Corruption Commission of Thailand (NACC).
- Designating the Company Secretary and the internal audit manager as persons who shall realize the corporate governance
The Company has set up practice guideline as follows:
- Directors, executives and employees shall strictly follow the Company's anti-corruption policy and shall not be directly or indirectly involved in any fraudulent action or corruption in any form
- Director, executive and employee shall not take any action that shows an intention to corrupt, give or take bribes to and from stakeholders who have relationship with the Company and subsidiaries in the matter that the person has direct or indirect responsibility in exchange for benefits of the Company or one's own or related persons.
- In risk assessment, all executives shall be aware of risk of bribery, fraud and corruption related to business operations in order that they can properly manage such risks and regularly review risk prevention measures
- In any operations or work that may involve risk of corruption and fraud or being against the anti-corruption policy, employees of all levels and also those in the subsidiaries shall take careful action in the following areas:
4.1 Giving and receiving gifts and entertainment: employees shall follow the good corporate governance practice and Code of Conduct as well as anti-corruption policy
4.2 Do not demand or accept assets, gifts and other benefits from customers, trade partners, suppliers, competitors and others being engaged in a business with the Company, or involve in an entertainment or meals of excessive value than appropriate that may induce the employees to wrongly refrain from performing duty. In case the employee cannot avoid accepting such gifts or benefits, the person shall make sure that he/she strictly complies with related laws and that the gift presented has appropriate value, except for seasonal gifts or normal business reception. In case the value of such gift or offer exceeds 3,000 baht (three thousand baht), the person shall immediately inform the supervisor at Director level for acknowledgement.
4.3 Business reception expenses and other expenses related to the Company's business operations are acceptable if reasonable. Such action must be carried out in accordance with the Company's regulations and transparent manner.
4.4 Employees shall refrain from taking inappropriate action through convincing, influencing or an intention to obtain advantages or benefits.
4.5 Donation to charity organizations shall be done on behalf of the Company and the charity organizations shall be reliable ones with clear objectives to operate for the society and not for profit. Receipt or certification shall be presented. Closely monitoring and audit shall be implemented to ensure that the donation is spent according to the objective and not used as an excuse for bribery.
4.6 Sponsorship in any form, including cash, service, assets or items, given to any projects or activities as part of business support or corporate image of the Company and subsidiaries must clearly be done on behalf of the Company and subsidiaries in transparent and legal manner as well as in accordance with the process specified by the Company and can be audited.
- An appropriate and regular internal audit system is put in place to prevent employees from involving in inappropriate action, especially in sales, marketing and procurement activities that have to meet with the Company's regulations and process and are transparent.
- The Company has a policy to be politically neutral. All of its personnel have the political right and freedom as allowed by law. They should be aware of and do not take action or activity or use any resources of the Company and subsidiaries for political activity that may damage the political neutrality of the Company and subsidiaries caused by political involvement. The Company will not directly or indirectly provide political assistance to any political party.
- Nok Air provides regular training for employees at all levels on anti-corruption and bribery to raise awareness on the anti-corruption policy. The trainings are incorporated with new employees' orientation.
- All supervisors are responsible for communicating and ensuring good understanding among subordinates and ensuring that all employees have sufficient skills to appropriately implement and apply anti-corruption policy in the activities under their responsibility. The training also ensures that employees are aware of the Company's expectation and penalty in case of beach of the policy.
- Employees shall not ignore when experience or encounter fraudulent activity or corruption related to the Company and subsidiaries. The employees shall immediately inform the supervisors or responsible person through whistleblowing channel specified in this policy and cooperate well to assist the investigation.
- The Company shall protect employees and other persons reporting clues or evidence of fraudulent action or corruption related to the Company and subsidiaries, including employees denying to be involved in such corrupted action by implementing the measure to protect complainant or whistleblowers as specified in this policy.
- The Company can assure employees that none will be demoted, punished or affected if denying the offer and reception of bribery although such rejection causes the Company to lose business or opportunity. The Company shall not allow anyone to threaten or delay or interrupt the employees who strictly comply with this policy.
- A person involved in fraudulent action and corruption is considered breaching the policy and shall be subject to disciplinary penalty and legal penalty if the action breaks related laws.
- The Company shall regularly review the guideline and measures to ensure that they are up-to-date and correspond to the changes in related laws, business environment and corporate governance.
Scope of complaint and whistleblowing
When encountering an action that breaches the following:
- Fraudulent action directly or indirectly related to the Company and subsidiaries, for example, when an employee is found to offer or receive bribes from government or private organization that have business relationship with the Company or subsidiaries
- An action that causes the Company to directly or indirectly lose benefit or damages the Company's reputation
- Action that does not follow operational process or regulations which doubtfully allow an act of fraud or corruption
- An illegal, immoral and unethical action
- Breach of this policy and good corporate governance principles
- Being unfairly treated at work
Clue reporting and whistleblowing channel
The Board of Director has assigned the Audit Committee to receive clue or complaint related to an act doubtfully to be directly and indirectly involved with fraud and corruption against the Company through complaint reporting channel under this policy. The complainant shall provide true details of the issue or complaints, name, address and telephone number to the Company through the following channels:
- Sealed post:
1.1 Chairman of the Audit Committee Nok Airlines Public Company Limited Rajanakarn Building, 17th Fl., South Sathorn Road, Yannawa Sathorn, Bangkok 10120
1.2 Company Secretary Nok Airlines Public Company Limited 3 Rajanakarn Building, 17th Fl., South Sathorn Road, Yannawa, Sathorn, Bangkok 10120
- Opinion box provided at the Human Resource Division
The person who report the complaint
The person who can file the complaint related to fraud and corruption is all stakeholder groups, including shareholders, customers, trade competitors, creditors, public organizations, community, the public at large, executives and employees of the Company and subsidiaries. Regardless of the channel the complaints are lodged, the person who reports such irregularities will be protected by law and practice guideline.
Measures to protect the person who complain or report clues related to corruption and fraud
- The Company will keep highly confidential the information, name, address and other informations that may identify the person who reports irregularity. Only the authorized persons responsible for the investigation shall have access to such information.
- The person who receives the complaint and report has the duty to keep confident the information, complaints and evidence from the complainant or the person who file the complaint and must not disclose such information to other persons not involved in this matter, except only required by law.
- The Company will disclose the information only when necessary and has to give top priority to the safety and damage on the complainant or the person who report the irregularity or the source of information and related persons.
- The affected persons will be compensated through the fair and appropriate process.
Investigation and penalty
If an investigation shows that the information and evidence received provides sufficient reason to believe that the accused is involved in fraudulent action or corruption, the Company will give the accused the right to have access to the allegation and the right to prove himself/herself. The accused will be given the opportunity to present addition information and evidence showing that he/she is not involved with such fraudulent action or corruption as accused.
If the accused is actually involved with the fraud or corruption, the person is considered breaking the Company's anti-corruption policy and shall receive disciplinary penalty according to the Company's regulations. In case such fraudulent action or corruption is also illegal, the person will be subject to legal penalty. The Audit Committee's decision on disciplinary penalty is final.
Promotion of anti-corruption policy
To ensure that all employees are aware of the anti-corruption policy, the Company shall take the following actions:
- Posting the anti-corruption policy on the notice board at the Company's offices at all locations it operates business
- Distributing the anti-corruption policy via corporate communication channels, such as email to
all employees and corporate website (www.nokair.com/investor_relations)
- Form 56-1 and the Annual Report (Form 56-2)
- Training on anti-corruption policy for new employees
- Review and update the anti-corruption policy to ensure it corresponds with related announcement and policy
Quality,Safety and Security Policy
NOK will maintain an active quality, safety and security management system with an overall purpose of the proactive management of identifiable hazards and their associated risks with the intent to eliminate their potential for affecting aviation safety, and for injury to people and damage to equipment or the environment. To that end, we will continuously examine our operation for these hazards and find ways to minimize them.
NOK will ensure that adequate resources and funding are provided to fulfill all quality, safety and security requirements and all employees must comply with this quality, safety and security policy. Managers and supervisors are accountable for practical safety management implementation and continuous improvement, including establishment of competency requirements, education and training of personnel, as well as making the required tools and equipment, workspace, support services, transportation and communication available for staff to use. Everyone is held responsible for quality, safety and security performance, as this quality, safety and security performance will be an important part of our management/employee evaluation system.
We will recognize and value quality, safety and security performance. We will make everyone aware of the quality, safety and security rules and processes as well as one’s personal responsibilities to observe them.
NOK personnel performing quality, safety and security related work must be physically and mentally fit for duty. Staff shall be encouraged to be service-minded, quality-safety-security conscious, and proactive in correcting any weaknesses in regard to quality, safety and security within their own areas of responsibility.
NOK staff will openly communicate information about safety incidents and will share the lessons learned with others. Each of us will be concerned for the safety of others in our organization, and each is encouraged to report any problems or weaknesses in quality, safety and security management in confidence to our superiors for corrective action, without fear of punishment or retribution. Honest human errors are accepted as part of human nature, but reckless, deliberate violations of rules and established procedures are not condoned.
NOK will maintain a formal written quality, safety and security goal, and we shall ensure that everyone understands and accepts that goal. In addition, all staff shall be encouraged to participate in developing quality, safety and security standards and procedures. We will involve relevant staff in the decision-making process.
NOK management will ensure that regular quality, safety and security audits are conducted. Corrective actions as well as their effectiveness in improving operational performance are analyzed and followed up. Quality, safety and security metrics and performance indicators will be regularly reviewed and used to evaluate our quality, safety and security performance.
Only permanent NOK staff will be given responsibility for quality, safety and security oversight duties. In other words, the responsibility for quality, safety and security oversight cannot be out-sourced to other agents acting on behalf of NOK. NOK will ensure that externally supplied systems and services that impacts upon the quality, safety and security of our operations meet appropriate quality, safety and security standards.
NOK relations with all Authorities concerned shall be regular and active, and our performance shall be continuously monitored, evaluated, and improved.
NOK will comply with and, wherever possible, exceed legislative and regulatory requirements and standards.
Your attention and cooperation will be greatly appreciated.
Announced on 1 April B.E. 2559
Chief Executive Officer and Accountable Executive
Nok Airlines Public Company Limited
IR Code of Conduct
- Perform duties with integrity, fairness and accountability
- Disclose material information accurately, sufficiently and in timely fashion whereby the disclosure is strictly complied with rules and regulations of the relevant regulatory parties such as the Securities and Exchange Commission and the Stock Exchange of Thailand
- Disclose information with discretion and prudence and are able to refuse to provide any information considered inside information that could cause the Company lose its competitive edge
- Retain inside information and must not provide it for personal benefits nor for the other parties' advantage
- Establish dissemination channels that allow all stakeholders to access information equally
- Not conduct any meeting and discuss about the Company's earnings prospects and business forecasts 15 days prior to the quarterly earnings announcement (15-day silent period)
- Investor relations officers should conduct all policies and other codes of conduct established by the Company
Articles of Association
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