Page 143 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.1 Corporate Governance Policy 141
Annual Report 2021/22

• With determination to operate the business based on good corporate Compliance with the 2017 Corporate Governance Code for Listed
governance and social and environmental responsibility to achieve the key Companies and Other Corporate Governance Principles
goals that will lead to steady and sustainable growth of the organisation, the The Board of Directors has reviewed the implementation of the 2017
Company has created business practices and implementing various business Corporate Governance Code for Listed Companies of the Securities and
activities under the intention above. This includes financing that takes into Exchange Commission, the Principles of Good Corporate Governance for
account environmental responsibility. In the past, the Company has issued Listed Companies 2012 of the Stock Exchange of Thailand, the Corporate
and offered series of Green Bonds, and this year the Company has issued Governance Report of Thai Listed Companies by the Thai Institute of Directors
and offered the Sustainability-Linked Bond of the Company No. 1/2022 in (IOD) and the AGM Checklist of the Thai Investors Association, according to
the total amount of THB 11,000mn, which is a debt instrument that interest the context of the Company’s business operations, and approved the action
rate can be adjusted depending on the achievement of the key performance plan for the development of the Company’s business operations in consistent
indicators (KPIs) and the sustainability performance targets (SPTs). KPIs and with the above principles.
SPTs of the Company are 1) total electricity consumption per car-km for
the Green Line Network, and 2) renewable energy consumption, whether The Company received the assessment result from the 2021 Corporate
directly or indirectly, from the production and/or procurement of renewable Governance Report in the “Excellent Level” or the 5-Star Group, and achieved
energy in the operation of the Green Line Network, which are to promote a full 100 score from the 2021 AGM Checklist. Nevertheless, there were
sustainability in the energy and the environment. principles of the 2017 Corporate Governance Code for Listed Companies and

the Corporate Governance Report of Thai Listed Companies which have not
The issuance and offering of Sustainability-Linked Bonds are under the yet been executed or implemented as follows:
Sustainability-Linked Finance Framework of the Company, which is in
accordance with the Sustainability-Linked Bond Principles (June 2020) • The Chairman of the Board of Directors should be an independent director
issued by International Capital Market Association and the Sustainability-
Linked Loan Principles (May 2021) issued by Loan Market Association. In The Company does not specify that the Chairman should be an independent
this regard, DNV Business Assurance Australia Pty Ltd. has reviewed and director because the core businesses of the Company are complex, diverse
provided a Second Party Opinion report on the Framework based on the and unique which require a leader who has capability, experience, and
Principles. Such bonds issuance is also in line with the Company’s long-
term climate strategy, which includes our goal to remain carbon neutral expertise as well as true knowledge and understanding of the business
and increase at least 10% share of energy from renewable sources of management. Even though the Chairman is not an independent director,
total electricity consumption as well as reflect the Company’s intention to the Company has set in place an adequate and appropriate internal control
promote environmental friendliness through various operations. system, and an operation mechanism which has checks and balances,
transparency, and can be verified. The Board of Directors adheres to their
duties and performs their duties with due care and loyalty. The Board