Corporate Governance Policy
The Board of Directors recognizes the importance of good corporate governance and encourages the upgrading of corporate governance code’s standards to be in line with the guidelines of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). This is important and necessary for the business that enables the Company to have an effective management system and is an important driver to promote the company business’ expansion and stability which will maximize the benefits of the Company and all stakeholders in the long run.
Therefore, the Board of Directors Meeting No. 12 / 2019 held on December 13, 2019 had resolution to approve the revision of Corporate Governance Policy by dividing into 5 sections as follows:
|Section 1: Right of Shareholder
The Board of Directors gives values and respects the rights of each shareholder equally and is aware that shareholders have the rights 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, the Company facilitates the shareholders by offering fundamental legal rights or the rights they deserve, such as the right to sell or transfer shares, the right in profit sharing, the right to receive accurate, comprehensive and adequate company information in a timely and equitable manner for decision making, the right to propose director names or 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 director’s 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 action to violate or limit the rights of shareholders.
Thus, the Board of Directors defined the good practice to provide convenience and promote the attendance of shareholders and other relevant rights as follows:
Shareholders’ Meeting Arrangement
Prior to the Shareholders’ Meeting Day
- Thailand Securities Depository Company Limited (TSD), securities registrar of Nok Air, will send invitation letter, also available in English for foreign shareholder, to shareholder. Enclosed with the letter are supporting documents that contain key information to help shareholders in decision making, 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, the Company 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 the law.
- Nok Air adds communication channels of shareholders through its website nok-th.listedcompany.com where information and detail will be exclusively posted. 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, the Company 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. The Company will also help them with proxy instruction and prepare complimentary stamp duty for the proxy.
- The Company prepares venue and facilities to equally facilitate all shareholders who attend the meeting, such as adequate parking space for shareholders who drive and convenient transportation for all shareholders, with map of venue enclosed with the invitation letter.
- The meeting must not take place on public holidays or long weekends. Its timing must be appropriate.
On the Shareholders’ Meeting Day
- 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 bar code 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. Ballots are used in every agenda requiring voting in order to make the voting transparent and auditable if there is any disagreement later. The Company will clearly count the ballots, disclose the results, and record the meeting’s resolution in the minutes of meeting.
- In the shareholders’ meeting, the Company arranges for consideration and voting of each agenda respectively without changing any significant information or without adding any agenda without prior notice. Shareholders will vote for each item in case there are items under one agenda, such as appointment of directors.
- Shareholders have equal rights to examine the Company’s operation and to inquire and express their opinions as well as recommendations. All directors and relevant executives will attend the shareholders’ meeting to answer shareholders’ questions. Shareholderes can also question to chairman of each committee on related issues.
- Prior to the meeting, the Board of Directors, chairman of each committee, executives, and auditor (s) will be introduced to the meeting. 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 their proxies. 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 give each shareholder equal chance to inquire or comment on related issues. Shareholders’ key questions will be comprehensively answered. All major questions, explanation and opinions will be recorded in the minutes of meeting to further inform the shareholders who cannot attend the meeting.
After the Shareholders’ Meeting Day
- 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 position of directors, committees, senior executives and auditor’s representative who attend and do not 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 to be the shareholders’ meeting resolution before the meeting, and ballot instruction.
- The number of votes of approval, disapproval, and abstention in each agenda that requires voting, including names and number of noneligible voters in each agenda (if any.)
- The record of key questions, explanation and comments in the minutes of meeting.
- The shareholders’ meeting resolution will be announced in the Stock Exchange of Thailand’s media channel on the next working day, declaring the number of approval, disapproval, and abstentions votes in each agenda. Both Thai and English minutes will be issued and submitted to the Stock Exchange of Thailand 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 which is referable and auditable.
- Nok Air provides more convenience for shareholders in receiving their dividend by transferring it to their bank accounts (if any dividend is paid) which shall help shareholders receive dividend payment punctually and prevent the problem of defected or lost cheques or any delayed delivery.
|Section 2: Equitable Treatment to Shareholders
The Board of Directors requires the equitable and fair treatment to all shareholders, no matter executives or nonexecutives they are, including 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:
- The Company sends meeting schedule, agenda, and directors’ opinions to the Stock Exchange of Thailand (SET) and publishes them on the company website (nokth.listedcompany. com.)
- Shareholders have voting rights under the condition that one share equals one vote. For the same type of share, shareholders have equal right based on one - share - one - vote principle.
- The Company offers shareholders a chance and right to appoint individual director.
- The Company offers opportunity for minor shareholders to nominate directors or to propose any additional meeting agenda prior to the Shareholders’ Meeting.
- The Company facilitates the shareholders who are unable to attend the meeting by sending all three types of proxy appointment forms: Form A, Form B and Form C, to shareholders along with invitation letter and instruction on proxy, to ensure that shareholders are well prepared and avoid the difficulties for proxies. Such information is also published on the Company’s website (nok-th. listedcompany.com) as another channel for shareholders to download.
- The Company offers at least one independent director of the Company as an option of proxy for shareholders. The name and profile data of an independent director is enclosed with the invitation letter.
- The Company conducts the shareholders’ meeting according to the agenda stated in the invitation letter. No additional agenda is allowed without prior notice to shareholders. This reflects the fairness to unattended shareholders.
- Ballots are used in every agenda requiring voting in order to make the voting transparent and auditable if there is any disagreement later. The vote counting, voting result and resolution of the meeting shall clearly be recorded in the minute of meeting.
- The Company gives equitable treatment to shareholders, including major shareholders, minor shareholders, Thai or foreign shareholders.
To give equitable treatment to shareholders, the Company has measures to prevent directors and executives from improperly using internal information for benefits of their own or others which takes advantage of other shareholders, such as insider trading, disclosing internal information to an individual related to director and executive, which may cause damages to shareholders in overall. Thus, the Company defined the policy of the use of internal information as follows:
The Use of Internal Information Policy
- Educating directors and executives regarding their duties in reporting the securities holding of themselves, their spouses and immature children to The Securities and Exchange Commission according to Section 59 and penalties under Section 275 of the Securities and Exchange Act, B.E. 2535 (1992) (and the amended) and reporting the acquisition or disposal of securities of one’s own, one’s spouse and immature 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.)
- The Company’s directors and executives as well as their spouses and immature children are required to prepare and disclose their securities holding report and a report of change in their holding of the Company’s securities to The Securities and Exchange Commission under Section 59 and penalties under Section 275 of the Securities and Exchange Act, B.E. 2535 (1992) (and the amended). A copy of these reports is to be sent to the Company on the same day as they are submitted to The Securities and Exchange Commission.
- Directors, executives, employees and workers of the Company and its subsidiaries who acknowledge internal information that is significant to the price of the Company’s securities need to have caution in trading the Company’s securities within one month before the financial statement or such internal information is disclosed to the public and within 24 hours after such internal information is disclosed to the public. Persons relating to the internal information must not disclose 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 of the Company 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, 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 confidential information of the Company’s trade partners that they know during their duty performing to the third party although such disclosure will not pose any negative effect to the Company and its parters.
- Directors, executives, employees and workers of the Company shall have duty to keep the Company’s secret and/or internal information as well as 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 Public Limited Company Act as well as other relevant regulations.
Futhermore, the Board of Directors gives importance to the consideration of transactions with transparency and mainly for the benefits of the Company. They also emphasizes the prevention of any transactions that could cause conflicts of interest, connected transactions or related transactions, all of which have been translated into the policy with the main contents as follows:
Policy of Connected Transactions
- Executives and employees are to comply with the Company’s Code of Conduct which is considered important and requires the strict compliance to gain reliability and confidence from all stakeholders. The information in the Code of Conduct will be communicated to all employees for their understanding and compliance.
- Company directors and executives are to inform the Company of their relationship or any connected transactions in any business which may cause a conflict of interest.
- A connected transaction will be submitted to the Audit Committee for consideration before being proposed for the Board of Directors’ approval based on the corporate governance code. The Company will oversee to ensure the compliance with rules and regulations of the Stock Exchange of Thailand (SET) and the 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 interest and to 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 on such transaction. The Company’s policy for preventing a conflict of interest is provided as follows:
Policy of Conflict of Interest Prevention
The Board defined a policy of conflict of interest prevention on the principle that any business decision shall be executed for the best interest of the Company only and any action that could lead to a conflict of interest shall be avoided at all costs. Any person relating to or having an interest in the matter under the review must notify the Company of the relationship or interest in such 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 of Directors to comply with the Notification of the SET Re: 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 about the issues of possible conflict of interest and the director’s name who could have a conflict of interest so that the Board and the director shall strictly comply with Section 80 of the Public Limited Company Act.
In addition, if any company director or executive views any transaction clearly qualified as either a connected transaction or a transaction with a conflict of interest and he/ she intends to comply with the Notification of the SET Re: 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
The board realizes and recognizes the rights of all stakeholders, be they internal stakeholders; namely, shareholders or investors, employees, and external stakeholders; namely, customers, suppliers, creditors, competitors, the governmental sector and other agencies and neighboring communities. Since the Company has been supported by all stakeholders which enable the Company to strengthen its competitiveness, to generate profits and sustainable growth to the business, these stakeholders should therefore be treated well according to their legal rights. The Board of Director defined the policy and practice as follows:
Policy and Practice towards Employees
The Company realizes that its employee is the valuable key to success to achieve the Company’s goal. Thus, the Company’s policy is to treat employees fairly in the aspects of opportunity, compensation, appointment, transfer and potential development. In compliance with such policy, the Company defines following practices:
Policy and Practice towards Shareholders and Investors
- Treat employees politely and with respect to their individual rights.
- Offer fair remuneration to employees, set up a provident fund for employees and underline the importance of employee welfare.
- Maintain the workplace environment to be safe to employee’s life and property.
- Appointment, transfer, award and punishment to employees will be conducted with integrity and on the basis of that employee’s knowledge, competency and suitability.
- Underline the importance of employee’s knowledge and skill development by providing opportunity thoroughly and consistently to develop employee’s capability to unlock their potential for their professional performance. The Company has schedules and plans for internal and external training to employees on a yearly basis.
- Listen to advices and recommendations based on employee’s professional knowledge.
- Strictly comply with the law and regulatons relevant to employees.
The Board of Directors are always aware that shareholders are the business owners and the Company has duty to create value added to shareholders in the long run. The Company’s directors, executives and employees are required to comply with the following practices:
Policy and Practice towards Customer
- Perform duties with integrity and make decision on any action based on professional principle with caution, care and fairness to major and minor shareholders for the best interest of all shareholders.
- Present the report of the Company’s status, operating performance, financial and accounting information and other reports regularly, completely and truly.
- Do not seek interest for oneself and others by using any information of the Company which has not yet been disclosed to public or do any action that may cause a conflict of interest with the Company.
The Company is aware of the significance of customer and set the policy of practice towards customer as follows:
Policy and Practice towards Suppliers and/or Creditors
- Provide 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 close relatives. The service is offered with speed, accuracy and reliability.
- Keep customer’s confidential information and do not use it for own interest or related person’s interest.
- Inform customers with accurate, adequate and timely information about the services provided with no overadvertising that could lead customers to misunderstand the quality or condition of services.
- Provide advice regarding the Company’s means of service for the efficiency and for the best interest of customers.
The Company has a policy that employees shall treat all suppliers and/or creditors in a fair and sincere manner without taking their advantage and taking into consideration the Company’s best interest on the basis of fair returns to both parties while avoiding any circumstances 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
- Do not demand or accept or pay any dishonest trade benefit to supplier and/or creditor.
- If there is any information indicating that a demand or receipt or payment of any dishonest benefit was made, such information must be disclosed to supplier and/or creditor and both parties shall mutually resolve the problem with fairness and speed.
- Strictly comply with all previously-agreed conditions. If any condition can’t be complied with, creditor has to be quickly notified to find a possible solution together.
The Company has a policy to treat business competitors without violating or revealing their confidential information in a fraudulent manner. The policy in this area is as follows:
Policy and Practice towards Society / Community
- Behave within the good competition framework.
- Shall not seek the competitor’s confidential information in an inappropriate and fraudulent manner.
- Shall not destroy competitor’s reputation with accusation.
The Company has a policy to conduct business that will benefit economy and 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 society and communities.
Policy and Practice towards Environment
The Company has a policy to provide quality-enhancement activities as well as those relating to occupational health and environment. The working environment shall be maintained to be safe to employee’s life and property. Employees are encouraged to have awareness and responsibility to society and environment through activities which employees constantly participate.
The Company provides channels for complaints and
whistleblowers from all stakeholders as below:
||Corporate Governance Committee
Nok Airlines Public Company Limited
3 Rajanakarn Building, 17th Floor,
South Sathorn Road, Yannawa,
Sathorn, Bangkok 10120
||0-2627-2000 ext. 2326
|Section 4: Disclosure of Information and Transparency
The Board of Directors has a policy to disclose financial information 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 operating results as well as its future.
The Board of Directors is strictly committed to compliance with laws, 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 shall update or change any information in accordance with the direction of the Stock Exchange of Thailand and the Securitires and Exchanges Commission including the enforced announcement.
Nok Air underlines the importance of its financial reports which reflect the Company’s actual financial status and operating results on the basis of accurate, comprehensive and adequate accounting information according to 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:
Investor Relations Policy
The Company delegates the staff to contact and communicate with investors or shareholders, including institutional investors and minor shareholders. The Company not only holds meetings to regularly analyze the performance, but also publicizes 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 website (nok-th.listedcompany.com).
Recognizing the importance of regular information disclosure, the Company keeps the shareholders informed via the company website that always updates its content, namely vision, mission, financial statement, press releases, annual reports, organization and management structure, structure of shareholding and major shareholders. Shareholders or investors may inquire about the information at:
||Investor Relations Department
Nok Airlines Public Company Limited
3 Rajanakarn Building, 17th Floor
South Sathorn Road, Yannawa,
Sathorn, Bangkok 10120
||0-2627-2000 ext. Investor Relations Department
|Section 5: Responsibility of Board of Directors
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 busines overview before considering an approval. It will monitor the management to ensure that corporate goals will be achieved in accordance with the guidelines of the Stock Exchange of Thailand and the Securities and Exchange Commission.
Nok Air has 12 directors who stay in the positions for three years per term. One director is from the management while the remaining 11 directors are non-executives. Five out of them are independent directors based on criteria of the Stock Exchange of Thailand and the Securities and Exchange Commission’s regulation that require 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 Articles of Association require one-third directors to resign at the Annual General Meeting of Shareholders (AGM). If the entire number of directors cannot exactly be divided into three portions, the closest number to one-third of directors who are to retire from their positions shall be used in Year 1. In Year 2 after being listed, use a drawing method to find directors to retire. In subsequent years, directors who stay in their positions for the longest period shall resign. However, directors resigning on rotation may be re-elected.
Independent directors are not able to hold their positions for more than 9 consecutive years and their terms shall be completed on the date of the Annual General Meeting of Shareholders of the year of completing terms.
In order to ensure the most benefit that the Company shall gain from the time devoted by the directors to perform their duties efficiently, the Board of Directors has set a policy for directors to hold positions in other listed companies for not more than 5 companies. However, this policy shall not be of any enforcement for the directors who have been holding the positions in more than 5 companies prior to the date of this announcement.
In the event that the Chief Executive Officer is appointed to be a director, sub-committee, working group, expert, advisor or any position in a company or other juristic person that is not working in the business of the Company, it must be approved by the Board of Directors before accepting the position.
The Company has set up an orientation for all new directors to be informed of the Company’s information, rules, manuals, ethics, various policies, director’s benefit, and sufficient relevant Company information before performing their duties, including presentation on the Company’s business operations by the Chief Executive Officer and the Chief Operating Officers
The Company requires non-executive directors to have a meeting among themselves and schedule meetings among independent directors at least once a year to discuss various important business issues that are beneficial to all stakeholders. A summary of useful issues and suggestions shall be submitted to the Chief Executive Officer for acknowledgement in order to further develop the relevant operations.
The Company has clearly divided roles and responsibilities between the Board of Directors and Executives. While the Board of directors defines the policies and oversees the management of executives at a policy level, Executives execute corporate management in accordance with the policy.
Chairman of the Board is independent director and is not the same person as the Chief Executive Officer. The two positions 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 define a policy and to provide advice only. The Board appointed committees as below:
- The Audit Committee is responsible for supervising business of the Company. The Audit Committee consists of 3 members, all of whom are independent directors. The Audit Committee is responsible for monitoring the effectiveness of the audit work, risk management, financial and internal accounting controls, and financial reporting, as well as other duties as required by the Stock Exchange of Thailand and the Securities and Exchange Commission.
- The Nomination and Remuneration Committee is responsible for overseeing the recruitment of persons with appropriate qualifications and beneficial to the business of the Company to hold the positions of directors, Chief Executive Officer and senior executives to replace such positions when they are vacant or their terms are completed, to propose to the Board of Directors for consideration and screening and/or to shareholders for approval, as the case may be. The Nomination Committee has three members. The Chairman of the Nomination Committee is an independent director.
- The Risk Management Committee is responsible for supervising and defining risk management policy and guidelines that are significant to the business operations, as well as reporting to the Board of Directors to be aware of the risks and direction to manage such risks appropriately and adequately.
- The Corporate Governance Committee assists in overseeing the Company’s business to be in line with standard practices and focuses on promoting sustainable growth.
- The Executive Committee is responsible for supporting the performance of the Board of Directors in accordance with the direction, policy, and business strategy as determined by the Board of Directors.
To supervise and assist in overseeing Nok Air’s operation, Chief Executive Officer (CEO) has established five committees as follows:
- The Management Committee (MC) has role and responsibility to define business strategy, 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 its compliance with what the Board assigned and with resolutions legally adopted by the shareholders’ meeting and by the Board.
- The People Management Committee has duty to manage and define internal rules and regulations and other related matters related to human resources to be accordance with the Company’s policy.
- The Commercial Management Committee will manage and define rules and regulations relating to commercial tasks, ticket price setting, flight schedules planning, flight routes planning according to the Company’s policy.
- The Operating Management Committee has duty to manage and define rules and regulations relating to flight operation and other relevant matters in accordance with the Company’s policy.
- The Safety Management System Committee has duty to handle the safety management system within the Company to be in compliance with the requirement of the International Civil Aviation Organization (ICAO) and relevant laws and regulations.
In addition, the Board of Directors established an internal control system that covered all business areas, including finance and operations, in compliance with related laws, rules, and regulations and regularly provided effective check-and-balance mechanism to protect the Company’s assets. The approval authority ranking and responsibilities of the executives and employees are defined, audited and self-balanced with written operational regulations. The internal audit department, working independently, oversaw the operations of each department to ensure its compliance with regulations and also evaluated the effectiveness and sufficiency of internal control within each department of the 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
|Articles of Association