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Good Corporate Governance

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Information Disclosure Policy

1. General Requirement

1.1 Purpose

     This policy is established to ensure equal disclosure of necessary Company information to all groups of the public, while maintaining accuracy, sufficiency, and timeliness. It also aims to safeguard inside information that may affect the Company’s securities price and has not yet been disclosed. With this policy, the Board of Directors, executives, and any related persons, as people responsible for ensuring legal compliance within the Company, will ensure proper operations related to this matter. Failure to implement appropriate measures to protect information, or disclosing information to specific groups before general investors, may result in advantages and unfair actions regarding securities trading, constituting an offense under the Securities and Exchange Act B.E. 2535.

1.2 Scope

  1) This policy applies to Bangkok Life Assurance Public Company Limited (“the Company”).
  2) This policy applies to the Company’s directors, executives, and employees.
  3) This policy applies to all channels used by the Company to communicate and disclose information about the Company, both in writing and verbally, as well as providing information through channels provided by government agencies or other persons for the general public to access information.
- Written disclosure includes, but not limited to, documents filed with the Stock Exchange of Thailand, quarterly performance reports, Management Discussion and Analysis (MD&A), statements appearing in Form 56-1 One Report, letters to shareholders, documents or media supporting presentations by senior executives, press releases, and information posted on the Company’s website or disseminated through other electronic media.
- Verbal disclosure includes, but not limited to, telephone conversations with analysts and investors, investor meetings or analyst meetings, participation in meetings organized by other agencies both domestically and internationally such as listed companies meeting investors (Opportunity Day) and investor conferences, meetings with investors at non-deal roadshows, interviews with reporters or at press conferences, and teleconferences.

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

1.5 Responsible Function

     The Accounting and Finance Division (Company Secretary Section), the Corporate Strategy and Planning Division (Corporate Strategy and Investor Relations Section), and the Marketing Strategy and Customer Management Division (Public Relations and Corporate Social Responsibility Section) are the responsible functions of this policy.

2. Main Requirement

2.1 Definition

  2.1.1 “The Company” means Bangkok Life Assurance Public Company Limited.
  2.1.2 “Subsidiary” means companies in which the Company holds shares directly or indirectly of more than 50%.
  2.1.3 “Inside information” means information of the Company that has not been made public and is significant enough to influence changes in the price or value of the Company’s stock or impact investment decisions regarding the stock. The information includes:
• Financial statements, financial reports, and business plans
• Financial projections and analysis
• Changes in key management executives
• Information regarding dividend payment, dividend omission, or changes in the dividend payment policy
• Capital increase or decrease
• Merger, expansion, or downsizing
• Important information that, if known, could influence an individual to buy or sell the Company’s shares
• Changes in major shareholders
• Information about future operations or projects

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 Information Disclosure Policy and overseeing and monitoring management’s operations concerning the policy to ensure compliance with the requirements of applicable laws.
  2.3.2 The Corporate Governance and Sustainability Committee (“CGS”)is responsible for ensuring that management establishes rules and/or guidelines governing information disclosure, the use of inside information, and securities trading to promote proper operations.
  2.3.3 The President and Chief Executive Officer (“CEO”) is responsible for ensuring that the Company prepares and discloses information while maintaining the confidentiality of inside information that may impact the Company’s stock price in compliance with the requirements for listed companies and the Information Disclosure Policy. Additionally, the President and CEO oversees and coordinates the disclosure of information to the Stock Exchange of Thailand and other relevant individuals, including securities analysts, securities brokers, shareholders, the press, and the general public. Furthermore, the President and CEO may decide to disclose key information regarding the Company’s overall position, trends, related businesses, policies, business directions, vision, competitive outlook, strategy implementation, and operating results. The clarification, disclosure, or provision of such information may be conducted personally or delegated to other people or to related persons.
  2.3.4 Authorized Person for Information Disclosure

     Directors, the President, or executives assigned to act on their behalf can deliberate and decide upon the content of important information for disclosure. They may choose to clarify the information themselves or delegate this responsibility to appropriate individuals.

     Directors, the President, or executives assigned to act on their behalf have the authority to make press statements, disseminate the Company’s significant information, and answer questions from shareholders, investors, and securities analysts.

     The corporate communication function is responsible for disseminating the Company’s important information through mass media, including direct communication with respective data owners.

2.4 Requirement

2.4.1 Information Disclosure Practices

  1) The Company’s information must be accurate, complete, transparent, equitable, reliable, and straightforward. Clarifications of the information must be clear, easily understandable, and provided in a timely manner.
  2) For important information that has been disclosed to the public, the disclosure must be accurate and complete, not causing confusion or misunderstanding about such information.
  3) For information concerning a forecast of the Company's business status, directions, and future performance, the disclosure must be cautious with an explanation of the conditions or assumptions used for the forecast.
  4) The Company’s important information that impacts the Company’s securities price, may influence investment decisions or evaluations of the Company, or affect shareholders’ rights can only be disclosed after it has been officially submitted to the Stock Exchange of Thailand.
  5) When disclosing information that may negatively impact the Company’s business or competitiveness, or that may cause the Company to breach any contractual obligations, utmost caution must be exercised. This includes information related to business costs, market share, and other specific details of the Company.
  6) When disclosing any other information that is not classified as important, it must be based on facts and must not intentionally cause misunderstandings regarding the Company's financial position, performance and securities price guidance.
  7) When disclosing important information that has not yet been made public, the disclosure must be cautious, accurate, complete, and timely. The Company must ensure that investors are sufficiently and equally informed. The information should be easily accessible, including publication on the Company's website. In addition, the timing of disclosure must be carefully considered.
  8) Disclosure of Company data and information to regulators or any designated official agencies must comply with the requirements of applicable laws.
  9) When reporting information to official agencies, disclosure must adhere to the timeline and frequency mandated by law, official agencies, or relevant regulatory agencies, based on the type of information.
  10) The corporate communication function is responsible for providing advice and guidelines for communicating with the public. When disseminating significant information to the public, it shall also be disclosed on the Company's website.

2.4.2 Prohibitions and Error Correction in Information Disclosure

     1) Disclosure of confidential business information, information that, if disclosed, could result in loss of benefits and competitiveness, information that is not yet concluded or is in the process of uncertain negotiation, exaggerated predictions, or excessively optimistic messages lacking supporting reasons shall be prohibited. Moreover, language or formats that are inappropriate or could lead to misunderstandings regarding the Company’s securities price are also prohibited.
  2) In case of disclosure of inaccurate, erroneous, or incorrect information, or if the meaning of information is significantly misinterpreted or mistranslated, directors, the President, or executives assigned to act on their behalf have the authority to promptly issue clarifications to rectify any misunderstandings.

2.4.3 Response Protocol for Information Leaks or Rumors

     In case of significant events related to inaccurate news, inaccurate references, or leak or premature disclosure of important information that could lead to rumors potentially influencing the Company’s securities price and/or operations, whether positively or negatively, directors, the President, or executives assigned to act on their behalf shall be responsible for promptly clarifying important information and necessary facts through the Stock Exchange of Thailand and other channels to rectify any misunderstandings.

2.4.4 Securities Trading Prohibition and Information Disclosure Restraint

     To uphold good corporate governance; directors, the President, executives, or employees whose duties allow them to be aware of or give them the opportunity to be aware of internal information of the Company or its partners, which could influence changes in prices of the Company or its partners’ securities, shall strictly adhere to the regulations regarding the use of inside information and securities trading.

2.5 Penalty

     Any person who violates this policy may be subject to disciplinary penalty in accordance with the Company's regulations and may be subject to other penalty imposed by the law.