Corporate Governance
Business Ethics
and Risk Management
Regulators
AOT Employees
Corporate Governance
AOT aims to manage its business by adhering to good governance principles and enhancing corporate governance in accordance with international good practices to build trust with all stakeholders, resulting in long-term sustainability of business on good corporate governance basis.
Corporate Governance Policy
AOT conducts corporate governance based on AOT's corporate governance policy and the Good Corporate Governance Handbook B.E. 2559 (2016), which is consistent with the Organization for Economic, Cooperation and Development (OECD) Principles of Corporate Governance, Good Corporate Governance Code for Listed Companies of the Securities and Exchange Commission (SEC), recognized by the Stock Exchange of Thailand (SET) and the Thai Institute of Directors (IOD), including the Principles and Guidelines on Corporate Governance for State-owned Enterprises B.E. 2563 (2020) and the practices of the State Enterprise Policy Office.
Corporate Governance System
Corporate Governance System of AOT aims to create the utmost benefits of shareholders, covering the allocation of independent board members with knowledge competence and experience necessary to operate the airport service business, and to provide line systems to control, monitor, supervise and evaluate the performance of the Board of Directors continuously for compliant operations according to the best practices
Structure of AOT’s Board of Directors
The Board of Directors plays an important role in determining the direction of the management of the organization. The proper structure and skills of directors will support the organization's drive efficiently and effectively. It is considered from a variety of perspectives of the board in order to carefully consider and moderate important operations. AOT, therefore, formed 5 specialized committees, namely Audit Committee, Nomination Committee, Remuneration Committee, Corporate Governance Committee, and Risk Management Committee. The Corporate Governance Committee and the Risk Management Committee will make decisions on main issues related to the economy, society, and environment of the organization. The selection process of the Qualified Committee of AOT will consider various skill elements which are essential to the airport business operation in order to maximize its efficiency, such as Business Management and Development Strategies, Accounting and Finance, Law, Safety and Security, Science and Technology, or Political Science, etc. There is no limit to gender, ethnicity, or religion. The Nomination Committee is responsible for overseeing the selection process transparently and in accordance with relevant laws, such as the Standard Qualifications for Directors and Employees of State Enterprise Act, B.E.2518 (1975), the Public Limited Companies Act, B.E. 2535 (1992), and the Securities and Exchange Act, B.E. 2535 (1992), etc. The Committee shall strictly adhere to the nomination guidelines for state-owned enterprise (SOE) directors according to the Cabinet resolution dated 18 July 2017 and 6 August 2019 (Re: guidelines for SOE directors), including details on implementing procedures for the nomination of SOE directors according to the resolution of the State Enterprise Policy Committee in the meeting No.4/2560 on 11 October 2017 in compliance with regulations, corporate governance policy and good corporate governance manual of AOT.
AOT’s Board of Directors
The AOT Articles of Association prescribes the composition of the Board of Directors as follows:
- Not less than 5 directors but not more than 15 directors, elected at the shareholders’ meeting.
- At least one-third of the total number of directors, but not less than 3 directors, must be independent directors.
- Not less than half of the directors must reside in the Kingdom of Thailand.
- At least 1 director must have knowledge in accounting and finance.
In appointing the board of directors, directors are elected by the majority votes at the shareholders’ meeting. Each shareholder has the right to vote equal to the number of shares he or she is holding. The candidates who receive higher votes are erected respectively to attain the required number of directors at a given meeting. In every annual general meeting, one-third of the directors shall vacate office. As for the directors to vacate office on the first year and the second year after the company registration, it shall be specified by drawing lots. As for the third year and subsequent years, the longest-serving directors shall vacate office. A vacating director may be eligible for re-election.
More details in: The topic of Qualifications of Directors and Appointment and Termination of Directors in the annual report.
Board of Directors Meeting
AOT arranges the Board of Directors meeting at least once a month or not less than 12 times a year, which has to be held at least once every 3 months with a meeting date set in advance, so that the directors can manage their schedules accordingly and participate in the meeting consistently. In addition, this would allow each work unit of AOT to plan and neatly prepare information and the agenda for careful consideration of the Board. Before the meeting ends, the Chairman would inform the directors about the next meeting date. Apart from retiring by rotation, a director who is absent from meetings for more than 3 consecutive times without any reasonable cause, will be removed from office.
More details in: The topic of the Board of Directors Meeting in the annual report.
Board of Directors independence
Requirements for AOT independent directors are stricter than the minimum requirement set by the Securities and Exchange Commission, Thailand and the Stock Exchange of Thailand, whereas AOT independent directors must possess the following qualifications 1
- An Independent director holds no more than 0.5 percent of the total number of voting shares of AOT, subsidiaries, affiliates, major shareholders or entities with controlling authority of AOT, including in shares held by those related persons.
- An Independent director is not involved in the management and is not an officer, an employee, a consultant with monthly salary or an entity with controlling authority of AOT, subsidiaries, affiliates, major shareholders or entities with controlling authority of AOT unless there has been no benefits or interests arising from such relationships for at least 2 years. Such prohibited characteristic excludes the case where the Independent Director was a government official or consultant of government agencies that were major shareholders or entities with controlling authority of AOT.
- An Independent Director has no business relationship such as being a customer, partner, creditor / trade debtor, creditor / loan debtor, etc., whether directly or indirectly in terms of finance and management of AOT, subsidiaries, affiliates, major shareholders or entities with controlling authority of AOT in such a manner that may obstruct the exercise of independent discretion. Also, an Independent Director is not or was not a significant shareholder or an entity with controlling authority over a party with the business relationship with AOT, subsidiaries, affiliates, major shareholders or entities with controlling authority AOT.
- Independent Director is not a close relative or has other relationships that may remove the independence exercised over other directors, executives, major shareholders of AOT, subsidiaries, affiliates, entities with controlling authority or persons who are nominated to be directors, executives or entities with controlling authority of AOT or subsidiaries. An Independent Director is not appointed as a representative to safeguard the interest of the directors, major shareholders or shareholders related to major shareholders.
- An Independent Director who possesses qualifications according to Item Nos. 1 - 4 may be assigned from the AOT Board of Directors to make management decisions of AOT, the parent company, subsidiaries, affiliates, subsidiaries of the same level, major shareholders or entities with controlling authority of AOT. Such decisions can be made on a collective decision basis.
- An Independent Director is not an auditor, a professional service provider whether being legal or financial consultant of AOT, subsidiaries, affiliates, major shareholders or entities with controlling authority of AOT, and not a significant shareholder, an entity with controlling authority a partner of an audit office that employs auditors of AOT, subsidiaries affiliates, major shareholders or entities with controlling authority of AOT, or a partner of professional service providers, unless there have been no benefits or interests arising from such relationships for at least 2 years.
- An Independent Director does not engage in a business of the same nature as and which is significantly competitive to that of AOT or subsidiaries, or a significant partner in a partnership, or a director who is involved in the management, an officer, an employee, a consultant with monthly salary, or holds more than 1 percent of the total number of voting shares of other companies which are engaged in businesses of the same nature as and which are significantly competitive to those of AOT or subsidiaries.
- An Independent Director does not have any other characteristics which can compromise his / her freedom of expression of views about AOT's business operations. However, the AOT directors who have been nominated according to the criteria and procedures for nomination and possess complete qualifications pursuant to the above-mentioned definition of the independent director will be appointed as independent directors by the resolutions of the AOT Board of Director meeting and / or shareholders' meeting.
1 Full requirements for independent directors can be found in the Annual Report under the Qualification of Independent Directors chapter and the Nomination and Appointment of Directors and President for Airports of Thailand Plc section.
Skills and Diversity of the Board of Directors
Directors must be knowledgeable and competent in a variety of related professional fields to create benefits and add value to AOT. The Board members must have the complete qualifications and no prohibited attributes as set in the Standard Qualifications for Directors and Employees of State Enterprise Act, B.E. 2518 (1975), the Public Limited Companies Act B.E.2535 (1992), the Securities and Exchange Act B.E. 2535 (1992), AOT Articles of Association and AOT Corporate Governance Policy. AOT has no discriminatory policies against sex, race or religion.
Assessment of the Board of Directors and the President
Performance Evaluation of the Board of Directors
AOT determines the AOT Board of Directors to conduct an annual self-assessment as a framework for performance appraisal of the Board and to jointly consider the results and problems in order to improve the performance of the Board of Directors. The assessment consists of:
- Self-Assessment of Individual Directors
- Assessment of the Board of Directors
- Self-Assessment of Subcommittee
In addition, AOT's Board of Directors has been externally assessed by using the Guidelines and State Enterprise Assessment Model of the State Enterprise Policy Office, the Ministry of Finance (SEPO) in terms of good governance and organizational leadership including assessment through the Corporate Governance Report Project of Thai Listed Companies of the Thai Institute of Directors (IOD) Association, which is consistent with the international assessment criteria of the ASEAN CG Scorecard.
Clawback Provision
As a company listed on the Stock Exchange of Thailand, it is necessary for AOT to operate according to the Securities and Exchange Act B.E.2535 (1992), Section 89/7, which states that in conducting the business of the company, the directors and executives shall perform their duties with accountability, due care, and honesty, and shall comply with laws, objectives, and the articles of association of the company, the resolutions of the Board of Directors as well as of the shareholders' meeting. Therefore, in the event that the directors or executives act or refrain from doing any act or omit to act constituting non-compliance with their duties as referred by the aforementioned requirements causing the directors, executives or related persons obtain wrongful benefit, the company may sue for the return of such benefits to the Company (Section 89/18 and Section 89/19).
Equitable Treatment of Remuneration
In 2022, AOT had the proportion of the President's remuneration to the average annual remuneration of the employees (excluding the President) at 21.04 times, considering the annual base salary and bonus.
Shareholding and Voting Rights
AOT's shareholding and voting rights are as follows:
- Independent directors of AOT have the rights to hold no more than 0.5 of the total number of voting shares in AOT, its affiliates, joint venture major shareholder, or controlling entities of AOT, including the shareholding of related persons of that independent director.
- The President, as a company director, cannot hold shares in accordance with the requirements of the Standard Qualifications for Directors and Employees of State Enterprise Act, B.E.2518 (1975).
Remarks
- Shareholders of AOT’s shares through Thai NVDR Company Limited, which is non-voting depository receipts, are ineligible to vote at the shareholdings’ meeting, except when exercising their voting rights on delisting the shares from the Stock Exchange of Thailand (SET).
- AOT does not have golden shares held by government organizations.
Last updated: August 26, 2023