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Good Corporate Governance

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Related Party Transaction Policy

1. General Requirement

1.1 Purpose

     To ensure that related party transactions of the Company or its subsidiary with connected persons comply with the Securities and Exchange Act B.E. 2535, the Notification of the Capital Market Supervisory Board No. Tor Chor 21/2551 Re: Rules on Connected Transactions, the Notification of the Board of Governors of the Stock Exchange of Thailand (Bor Chor/Por 22-01) Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546, and the Notification of the Registrar Re: Request for Approval on Sale or Provision of Immovable or Movable Property to or Purchase Property from Directors of Life Insurance Companies and Their Related Persons B.E. 2567, as well as any other applicable laws, regulations, announcements, orders, or guidelines.

1.2 Scope

     This policy applies to related party transactions of the Company or its subsidiary with connected persons. The Board of Directors, executives, and employees must study, understand, and strictly adhere to it as well as the Related Party Transaction Manual.

1.3 Effective Date

     This policy shall be effective from the date of approval by the Board of Directors.

1.4 Review Frequency and Revision

     This policy must be reviewed annually, or when a significant change arises.

     Any revisions or review of this policy must be considered by the Corporate Governance and Sustainability Committee and the Audit Committee before being submitted to the Board of Directors for approval.

1.5 Responsible Function

     The Accounting and Finance Division (Company Secretary Section) is the responsible function of this policy.

2. Main Requirement

2.1 Definition

Company Bangkok Life Assurance
Subsidiary Subsidiary in accordance with Section 89/1 of the Securities and Exchange Act, including:
(1) a limited company or a public limited company over which the company has control;
(2) a limited company or a public limited company over which the subsidiary under (1) has control;
(3) a limited company or a public limited company under the chain of control beginning with that under control of the subsidiary under (2)
Connected transactions1 Transactions made by the Company and/or its subsidiary with the person connected with the Company
Connected persons2 Persons who may cause the Company’s director or executive to be in a state of conflict of interest, having to decide whether to prioritize the person’s benefits or the Company’s maximum benefits. They include:
(1) the director, executive, major shareholder, controlling person, person to be nominated for a director, executive, or controlling person position;
(2) a related person and close relative of the person under (1);
(3) any juristic person with the person under (1) or (2) as a major shareholder or controlling person;
(4) any person whose behavior indicates that they are acting on behalf of or under the influence of the person under (1)-(3) in policy establishment, management, or operations in a significant manner, or any person deemed by the Stock Exchange of Thailand to have a similar behavior;
(5) the director of the juristic person having control over the Company;
(6) the spouse, minor child, or adopted minor child of the director under (5);
(7) the juristic person over which the person under (5) or (6) has control, which is called a “connected business”;
(8) the person who acts with understanding or agreement that if the Company enters into any transaction which provides financial benefits for such person, the following persons will also gain financial benefits from such particular transaction:
8.1 the director;
8.2 the executive;
8.3 the person having control over the Company;
8.4 the director of the juristic person having control over the Company;
8.5 the spouse, minor child, or adopted minor child of the director under 8.1-8.4.
“Director” The director of the Company
“Executive”3 The manager or the first four top-ranking executives after the manager level as well as all other 4th ranking equivalent, and accounting or finance executives from the level of department manager or higher or other equivalent positions. In this case, it means all division heads.
Major shareholder4 A direct or indirect shareholder5 of a juristic person with more than 10% holding of voting shares of the juristic person. This includes the holding of related persons.
Related person6 The person relating to the connected person in accordance with Section 258 of the Securities and Exchange Act B.E.2535, as follows
(1) the spouse and minor child;
(2) the juristic person where the director or executive as well as (1) holds more than 30% stakes;
(3) the limited partnership where the person as well as (1) are partners with unlimited liability or with limited liability provided that their holdings are over 30%;
(4) the limited company or public company where the person as well as (1) or (2) or (3) collectively hold more than 30% stakes;
(5) (4) the limited company or public company where the person as well as (1) or (2) or (3) or (4) collectively hold more than 30% stakes;
(6) Juristic person as per Section 246 and 247 (of the Securities and Exchange Act) authorized to take actions on behalf of the juristic person.
Controlling person7 The person with the controlling power in accordance with Section 89/1, including:
(1) holding the voting shares of a juristic person more than 50%of the juristic person’s total voting shares;
(2) having control over majority votes at a juristic person’s shareholder meeting, either directly or indirectly or by any reason;
(3) controlling an appointment or revocation of more than half of the directors, either directly or indirectly.
Close relatives8 The person having blood relations or legal relations by registration, including father, mother, sibling, child, adopted child, and spouse of the child
Juristic person9 A limited company, limited partnership, or registered ordinary partnership incorporated under the Civil and Commercial Code, or a public limited company incorporated under the law on public limited companies, or other juristic persons incorporated under a specific law, excluding a company under the law on life insurance.


     Any other definitions related to related party transactions shall be in accordance with the definitions announced by the Capital Market Supervisory Board, the Securities and Exchange Commission, the Stock Exchange of Thailand Board of Governors, and the Office of Insurance Commission.

1(BorChor/Por 22-01) Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546

2(BorChor/Por 22-01) Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546 (1) (3)-(6); and Notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 Re: Rules on Connected Transactions requires listed companies to comply with the Stock Exchange of Thailand’s criteria, Clause (2)

3Notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 Re: Rules on Connected Transactions requires listed companies to comply with the Stock Exchange of Thailand’s criteria, Clause 2 (5); and (BorChor/Por 22-01) Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546, Clause 3 Connected Person (1)

4((BorChor/Por 22-01) Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546, Clause 3 Major Shareholder and Clause 3 Connected Person (1)

5Indirect shareholding means the shareholding of persons related to connected persons

6Notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 Re: Rules on Connected Transactions requires listed companies to comply with the Stock Exchange of Thailand’s criteria; and Securities and Exchange Act B.E.2535, Section 258

7Notification of the Capital Market Supervisory Board No. Tor Chor. 21/2551 Re: Rules on Connected Transactions requires listed companies to comply with the Stock Exchange of Thailand’s criteria; and Securities and Exchange Act B.E.2535, Section 89/1

8(BorChor/Por 22-01) Notification of the Board of Governors of the Stock Exchange of Thailand Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions B.E. 2546, Clause 3

9Notification of the Insurance Commission Re: Persons Related to Directors of Life Insurance Company, B.E. 2552, Clause 1

2.2 General Principle

     This policy is designed to ensure that the Company's operations comply with the established objectives, laws, and regulations. Therefore, it is deemed appropriate to require the Board of Directors, executives, and employees to strictly adhere to it.

2.3 Role, Duty, and Responsibility

  2.3.1 The Board of Directors is responsible for establishing the Related Party Transaction Policy and overseeing and monitoring management’s operations concerning the policy to ensure compliance with the requirements of applicable laws.
  2.3.2 The Audit Committee and the Corporate Governance and Sustainability Committee are responsible for considering and endorsing the Related Party Transaction Policy and the Related Party Transaction Framework.
  2.3.3 The Management Committee is responsible for overseeing the related officers prepare a manual for related party transactions as a guideline for proper operations.

     In addition, the policy owner is responsible for ensuring that the relevant divisions and/or departments establishes a procedure to comply with the policy, and the procedure owner is responsible for developing a manual that is in compliance with the procedure.

2.4 Requirement

  2.4.1 When considering related party transactions, the price criteria and commercial agreements applicable to regular parties shall be applied. Providing or accepting financial support must be grounded in rational necessity and fair agreements and conditions, always prioritizing the best interests of the Company.
  2.4.2 If no specific price criteria are available, the Company will compare the prices of goods or services with external prices under identical or similar conditions.
  2.4.3 The Company may utilize reports from an independent assessor, appointed by the Company, to compare prices during significant transactions, ensuring fair pricing and safeguarding the best interests of the Company’s group.
  2.4.4 Directors, executives, or related persons may engage in transactions with the Company or its subsidiaries, pending approval from the Annual General Meeting of Shareholders. However, exceptions are made for transactions resembling commercial agreements between a reasonable person and an ordinary contracting party, conducted under same circumstances and bargaining power without the influence of one’s position as a director, executive, or related person, as the case may be, whereby these transactions must be under formal terms approved by the Board of Directors or in alignment with the principles approved by the Board of Directors.
  2.4.5 If the Company engages in inter-company transactions or related party transactions regulated by the Office of Insurance Commission, Capital Market Supervisory Board, Office of Securities and Exchange Commission, Stock Exchange of Thailand, and any other regulating agencies, such transactions must be carried out in strict adherence to the regulations imposed by those agencies.
  2.4.6 The Company must disclose transactions that may result in conflicts of interest, related party transactions, or inter-company transactions, following the requirements imposed by the Office of Insurance Commission, Capital Market Supervisory Board, Office of Securities and Exchange Commission, and Securities Exchange of Thailand. These transactions shall be reported in the Form 56-1 One Report or other reporting forms, as the case may be. This also applies to transactions related to the Company in compliance with the accounting standard.
  2.4.7 Directors and executives are required to report their stakeholding and their related persons’ stakeholding to the Company, following the criteria and procedure set by the Board of Directors. This reporting, aimed at tracking stakeholding of directors, executives, and related persons in the management of the Company or its subsidiaries, must be made at least once a year or whenever changes occur during the year. The Company Secretary is responsible for storing the stakeholding information reported by directors or executives.
  2.4.8 The Internal Audit Department is designated by the Company to examine the management of conflict-of-interest risks arising from related party transactions using a risk-based approach. The examination results are then reported to both the management and the Audit Committee.