Good Corporate Governance Policy

1. Purpose

    This policy is established based on the principles of good corporate governance and sustainability development, providing a framework for directors, executives, and employees at all levels to fulfill their responsibilities and duties with integrity, and to promote transparency and fairness in the Company's operations, as well as considering responsibility to stakeholders—a key factor in driving value creation and sustainable business development.

2. Scope

    Personnel of Bangkok Life Assurance Public Company Limited and its subsidiaries (“the Company”) must study, understand, and strictly abide by this policy.

3. Effective Date

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

4. Review Frequency and Revision

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

5. Responsible Function

     The Compliance Office is the responsible function of this policy.

6. Definition

• “The Company”means Bangkok Life Assurance Public Company Limited.
• “Subsidiary” means companies in which the Company holds shares directly or indirectly over 50% of voting shares.
• “Personnel of the Company” means directors, executives, employees, and staff at all levels of Bangkok Life Assurance Public Company Limited and its subsidiaries.
• “Corporate Governance Framework” means a set of guidelines for the Company's board of directors to ensure they understand their roles, responsibilities, and accountability as leaders of the organization. This includes overseeing the Company's management to ensure good long-term performance and credibility, ultimately contributing to the creation of sustainable value for the Company.

7. General Principle

     The life insurance business is based on trust, integrity, and responsibility towards policyholders and the public. Governance ensures that the Company operates according to the principles of good corporate governance, ensuring a clear separation of supervisory and managerial responsibilities between the board of directors and management. This creates a balance of power and ensures the independence of operations within the Company, enabling the Company to manage risks and consider the impact on policyholders comprehensively. Ultimately, this leads to the Company's stability and sustainability in the long term.

8. Requirement

8.1 Establish Clear Leadership Role and Responsibilities of the Board

     The board of directors is responsible for overseeing good governance within the organization by setting objectives, goals, strategies, and allocating resources to achieve results. It also monitors and evaluates performance, and creates sustainable value for the organization by overseeing business operations to ensure competitiveness, strong financial performance, ethical conduct, responsibility towards stakeholders, consideration of social and environmental impacts, and adaptability to changing factors. Furthermore, it plays a crucial role in building and driving an ethical corporate culture, ensuring that executives perform their duties responsibly and with integrity.

8.2 Define Objectives that Promote Sustainable Value Creation

     The board of directors establishes and oversees the organization's core objectives and goals for sustainability, in alignment with creating value for the Company, customers, stakeholders, and society as a whole. It also ensures that strategies align with these core objectives and goals, that innovation and technology are used appropriately and safely, and that the Company has sufficient and stable capital to support current and future business operations.

8.3 Strengthen Board Effectiveness

     The board is responsible for defining and reviewing the board structure to ensure its appropriate size and composition for guiding the organization towards its goals and facilitating independent decision-making. This includes selecting a suitable chairman, overseeing transparent director nominations, proposing appropriate compensation commensurate with responsibilities, conducting annual performance evaluations of both the entire board and individual directors for development and improvement, and regularly promoting awareness among all directors regarding their roles, responsibilities, business, and relevant laws. Furthermore, the board ensures appropriate governance framework for subsidiaries and businesses that the Company has invested in are in place.

8.4 Ensure Effective CEO and People Management

     The board of directors establishes a Nomination and Remuneration Committee to select directors, the CEO, and senior executives, and to oversee the development of the CEO and senior executives to possess the necessary knowledge and skills to drive the organization towards achieving its goals. The board also oversees the appropriate compensation structure and performance evaluation. The board should understand the structure and relationships of shareholders that may impact management, and should monitor the management and development of personnel to ensure they have the appropriate number, knowledge, skills, and motivation.

8.5 Nurture Innovation and Responsible Business

     The board should support innovation that creates business value and benefits stakeholders, while demonstrating social and environmental responsibility. It should oversee management’s business operations to ensure they are socially and environmentally responsible and aligned with the Company's goals and strategic plans. Furthermore, it should monitor the efficient allocation and management of resources throughout the value chain for sustainability, and establish a framework for information technology governance and management to enhance business opportunities and manage risks.

8.6 Strengthen Effective Risk Management and Internal Control

     The supervisory committee ensures that the organization has an effective risk management and internal control system to ensure that operations achieve objectives and comply with the law. It establishes a clear system of checks and balances between the board and management, considering the appointment of sub-committees such as an audit committee, a risk management committee, an investment committee, and a product governance committee, etc., to support the board's oversight and supervise the management of conflicts of interest and transactions with related parties. Furthermore, it establishes an anti-corruption policy and oversees the mechanisms for receiving and handling whistleblowers appropriately.

8.7 Ensure Disclosure and Financial Integrity

     The Board of Directors is responsible for governing to ensure the auditing, preparation of financial reports, and the disclosure of material information to the public is accurate, complete, and timely in accordance with applicable laws and standards. This includes monitoring financial liquidity, considering the preparation of sustainability reports as appropriate, and overseeing the establishment of an investor relations unit by management to communicate with shareholders and stakeholders equally and in a timely manner.

8.8 Ensure Engagement and Communication with Shareholders

     The board of directors is responsible for ensuring shareholder participation in important company decisions. This includes overseeing that shareholder meetings are conducted transparently, efficiently, and in a way that allows shareholders to exercise their rights, as well as ensuring the complete and accurate disclosure of meeting resolutions and the preparation of meeting minutes.

9. Penalty

    Violation of this policy is considered violation of the Company’s Code of Conduct for All Personnel and may constitute an offense against the Company's rules, as well as other applicable laws, regulations, rules, or requirements.