Page 181 - BTSGroup ONE REPORT 2021/22_EN

BTS Group Holdings Public Company Limited 5.3 Corporate Governance Perfomance Report 179
Annual Report 2021/22

The Company’s representative shall perform his or her duties in the capacity as for employees at all levels to enhance their knowledge and understanding on
the associated companies’ director in a responsible manner for the interest of compliance with the corporate governance policies, Code of Business Conduct
the associated companies and in line with the Group’s policies. The Company’s and guidelines so as to continuously develop and upgrade the standards in
representative shall report the associated companies’ financial status and such areas.
performance, and propose any matters which are of major significance to the
associated companies, to the Board of Directors or the Executive Committee Prevention of Conflicts of Interest
(as the case may be) for consideration. The Company’s representative shall The Board of Directors has established written policies and guidelines on
manage any potential conflict of interest between the Company and the related party transactions and potential conflicts of interest transactions as
associated companies in an appropriate manner (at arm’s length basis), and stipulated in the Corporate Governance Policy and Code of Business Conduct.
ensure that the resolutions of the board of directors’ meetings are complete The Company has a policy to adhere to the guidelines of the SET and the
and duly documented, including any minority dissents or considerations. Securities and Exchange Act for the utmost benefit of the Company. It is the
duties and responsibilities of the personnel at all levels to vigilantly resolve
Compliance with Corporate Governance Policies and Guidelines conflicts of interest with honesty, loyalty, sound judgment, and independence

The Company reviews its Corporate Governance Policy and Code of Business within the scope of good ethics. The Company also discloses full information
Conduct on an annual basis and regularly monitors the compliance thereof. in the best interest of the Company. More information on the policies and
The Company has arranged an e-learning programme on the Code of Business guidelines on related party transactions and potential conflicts of interest
Conduct, together with an online test covering topics such as treatment of transactions can be found in Section 5.4 Internal Control and Related Party
stakeholders, respect of human rights, non-discrimination, data privacy, Transactions in this report.
anti-corruption measures and prevention of the use of inside information, for
the executives and employees at all levels of the Company and its subsidiaries. In order to prevent transactions that may create a conflict of interest with
There were 4,209 employees from a total of 4,261 employees, or equivalent the Company and to comply with the relevant rules and announcements, the
to 98.78% of the total number of employees of the Company, BTSC, VGI and Company requires the directors and the executives to submit the Conflict of
Rabbit Group, participating in the e-learning programme, which was higher Interest Report Form in relation to themselves and their related persons to the
than the set target of 85%. Company in the following events:

In addition, the Company has arranged for a self-assessment on the employees’ • the Report Form must be first submitted at the time of appointment as a
compliance with the Company’s policies and guidelines or ethics. There were new director or an executive of the Company;
216 employees of the Company participating in the self-assessment. The
average score was in the “Excellent Level”, or equivalent to 91.09 points out • the Report Form must be submitted on an annual basis at the beginning
of 100 points, which was higher than the target of 80 points. of each fiscal year (1 April of every fiscal year) in order to update the
information; and
In this regard, the Company has considered reviewing and improving training
programme, training materials and tests to be in line with the policies, rules, • the Report Form must be submitted in case of any change of significant
changing practices and conditions and developing communication channels information capable of creating a conflict of interest during the fiscal year.