Corporate Governance and Compliance
Goal 16:
Management Guidelines and Practices
BEM has developed and announced the implementation of the Corporate Governance Policy
and the Corporate Governance and the Company's Code of Conduct, which are in line with the regulations of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET), as a framework for conducting business with responsibility, fairness, transparency, and verifiability to all stakeholders.
Impact on Business and Stakeholders
Corporate governance and business ethics under the principles of governance, transparency, fairness and respect for human rights are crucial contributors to the achievement of long-term goals and objectives. They can minimize the risk of reputation loss due to breaches to the Code of Conduct, which may lead to loss of income and effect trust of investors, society and community that are important to business operations. Corporate governance and business ethics also establish confidence and a positive corporate image among customers, shareholders, creditors and investors as well as cater to the expectations of all stakeholders.
Commitment, Challenges and Opportunities
BEM is committed to operating businesses in accordance with the principles of sustainability that consider good corporate governance as well as social and environmental responsibility.
The Company adheres strictly to the Company's Code of Conduct while requiring implementation by employees at all levels. The Company annually reviews the Corporate Governance Policy and the Company's Code of Conduct to ensure consistency with laws and international standards. Furthermore, the Company oversees that assessments and performance reports are performed regularly in order to align the Company's operations with laws and internal regulations. Such efforts will lead to the long-term creation of added economic value and fairness to all stakeholders across the value chain.
Target and Performance Indicators
BEM has set both short-term and long-term targets, focusing on maintaining a zero-tolerance policy towards corruption and bribery within the Company. Additionally, the Company mandates comprehensive communication and training on corporate governance and code of conduct for directors and employees annually.
In 2025, there were no incidents of corruption or bribery within BEM. Additionally, 100% of directors and employees received communication and training on corporate governance and business ethics, in full compliance with the established targets.
Corruption and Bribery
Targets
2025 Performance
Communication and Training on Corporate Governance and Code of Conduct for Directors and Employees (%)
Targets
2025 Performance
Policy and Practices
BEM operates in accordance with its good Corporate Governance Policy to ensure an efficient, transparent, and accountable management system. The Company respects the rights and equality of all stakeholders, thereby fostering trust among shareholders, investors, and all relevant parties. This approach promotes sustainable growth for the Company. The Corporate Governance Policy is reviewed on an annual basis.
Composition of the Board of Directors
In 2025, BEM’s Board of Directors consisted of 17 directors, comprising 6 non-executive directors, 5 executive directors, and 6 independent directors as defined by the Company’s criteria and in accordance with the definition of independence directors under the Notification of the Capital Market Supervisory Board of the Securities and Exchange Commission (SEC).
All members of the Board of Directors are fully qualified in accordance with relevant laws and regulations and do not possess any prohibited characteristics under the law. They bring diverse knowledge, expertise, skills, and experience, along with appropriate gender and age representation, which are essential for steering BEM toward the achievement of its objectives and goals. Furthermore, the Company has stipulated that each director may hold directorships in no more than 5 listed companies to ensure they can fully and effectively dedicate their time to performing their duties. In the past year, the Board of Directors held a total of 6 meetings to oversee the Company’s operations in compliance with applicable laws, the Company’s objectives, and its Articles of Association, as detailed in the Annual Report 2025 (Form 56-1 One Report).
In 2025
BEM’s Board of Directors consisted of 17 directors, comprising 6 non-executive directors, 5 executive directors, and 6 independent directors as defined by the Company’s criteria and in accordance with the definition of independence directors under the Notification of the Capital Market Supervisory Board of the Securities and Exchange Commission (SEC).
Composition of the Board of Directors
Executive Directors
Non-Executive Directors
Independent Directors
| Subcommittee | Executive Directors | Non-Executive Directors | Independent Directors | Total (persons) |
|---|---|---|---|---|
 Audit Committee |
0 | 0 | 3 | 3 |
 Nomination and Remuneration Committee |
1 | 0 | 3 | 4 |
 Corporate Governance, Risk Management and Sustainable Development Committee |
2 | 0 | 2 | 4 |
 Executive Committee |
5 | 0 | 0 | 5 |
Gender
Male
Female
BEM requires the election of new Board Directors to replace those who are retired by rotation, following transparent and fair criteria and procedures for the nomination and appointment of directors. The process considers appropriate qualifications in terms of skills, experience, and specialized expertise, in accordance with the Board Skills Matrix, as well as Board Diversity, reflecting sustainability considerations. The Company recognizes the importance of shareholders’ rights by ensuring that shareholders have the right to vote to appoint and remove members of the Board of Directors. Details of the nomination procedures are outlined in the Corporate Governance Principles under the section “Regulations of Directors and Executives”.
Board of Directors Performance Evaluation
BEM conducts an annual performance evaluation of the Board of Directors using two assessment formats: an overall evaluation of the Board of Directors as a whole and an individual self-evaluation. The Company also monitors and reviews the evaluation results of the Board of Directors and its subcommittees, which are jointly considered by the Board of Directors. Furthermore, the assessment forms for both the Board of Directors and its subcommittee are regularly reviewed to ensure their relevance and effectiveness.
| Board of Directors Performance Evaluation Result | Year 2025 |
|---|---|
| 1. Group Evaluation | |
| Board of Directors (%) | 98.75 |
| Audit Committee (%) | 100.00 |
| Executive Committee (%) | 97.25 |
| Nomination and Remuneration Committee (%) | 99.75 |
| Corporate Governance, Risk Management and Sustainable Development Committee (%) | 97.75 |
| 2. Self – Evaluation (%) | 98.75 |
Nomination of the Managing Director and Senior Executives
- Managing Director: The nomination of the Managing Director is carried out by the Nomination and Remuneration Committee, which considers candidates with suitable qualifications, including knowledge, competence, and relevant experience that contribute to effective management in achieving the objectives or goals set by the Board of Directors. Candidates must also possess a sound understanding of the Company’s business. The Nomination and Remuneration Committee shall propose the selected candidate to the Board of Directors for consideration and appointment.
- Senior Executives: For executives at the level of Assistant Managing Director and above, the Managing Director shall propose candidates to the Executive Committee for consideration and appointment.
BEM has established the Succession Plan policy to ensure the availability of qualified individuals with the necessary knowledge and capabilities to manage the Company effectively and in alignment with sustainable development goals.
Remuneration Policy for the Managing Director and Senior Executives
Managing Director
The determination of remuneration for the Managing Director is based on the principles and policies considered by the Nomination and Remuneration Committee. Remuneration covers both short-term and long-term components, comprising fixed remuneration in the form of salary and variable remuneration in the form of bonus, as well as other long-term incentive benefits. The level of remuneration is set appropriately in line with the Managing Director’s scope of duties and responsibilities and is linked to the Company’s performance across multiple dimensions, including sustainability (ESG). The Nomination and Remuneration Committee is responsible for approving the performance evaluation results of the Managing Director and determining the remuneration for each annual period.
Senior Executives
The determination of remuneration for senior executives (excluding the Managing Director) follows the principles and policies set by the Executive Committee. Remuneration covers both short-term and long-term components, comprising fixed remuneration in the form of salary and variable remuneration in the form of bonus appropriate to each executive’s scope of responsibilities, together with other long-term incentive benefits. Remuneration is linked to the Company’s performance across multiple dimensions, including sustainability (ESG), and to the executives’ performance evaluation under the Performance Management System (PMS), in order to support the Company’s long-term objectives. The Executive Committee approves the remuneration for senior executives, while the Managing Director has the discretion to determine any further practical details.
Code of Conduct
BEM operates its business in accordance with the Company’s Code of Conduct. The Board of Directors, executives and employees at all levels are required to strictly adhere to and perform their duties in line with the Company’s Code of Conduct, Anti-Corruption Policy, and the Corporate Governance Principle. The Company communicates the Company’s Code of Conduct through various channels such as website, intranet, email, etc. In addition, regular training is provided to employees at all levels to foster awareness, knowledge, understanding and strong corporate culture.
BEM has also established processes for complaint handling, investigation, and follow-up, along with measures to protect whistleblowers and informants. The Company also monitors compliance with its Code of Conduct and reports the results to the Board of Directors or designated committees. The Company ensures that the identities and information of complainants, informants, and those who cooperate in investigations are kept strictly confidential and are duly protected.
Process for Monitoring and Ensuring Compliance with the Company’s Code of Conduct
BEM monitors compliance with the Company’s Code of Conduct through an online system (e-Learning) for executives and employees, to complete knowledge tests and surveys on compliance with the Company’s Code of Conduct. This process is divided into two parts. The first part is a test, with a passing criterion of 100%, to ensure that executives and employees at all levels have a proper understanding and are able to apply the Code of Conduct in practice. Only those who pass the test are allowed to proceed to the second part, which is a survey with a passing criterion of 100%. Additionally, new employees receive training on the Company’s Code of Conduct during orientation to promote a consistent standard across the organization.
In 2025
100% of executives and employees passed the test criteria, and 3,923 persons1/ individuals passed the Company’s Code of Conduct survey. In addition, participants in the new employee orientation program, Completed the Company’s Code of Conduct training.
Remark : 1/ Data specific to the Expressway Business and Rail Business
of executives and employees passed the test criteria
individuals passed the Company’s Code of Conduct survey
Anti-Corruption
BEM has established the Anti-Corruption Policy ,which shall be strictly observed by employees at all levels. In addition to establishing measures for monitoring, surveillance, risk assessment, and continuous training through on the Company’s Code of Conduct, the Company regularly communicates its policies and guidelines to employees through such training programs.
Furthermore, BEM requires its directors and employees to disclose relevant information and to avoid any activities that may give rise to conflicts of interest or lead to violations of laws and the Company’s Anti-Corruption Policy. This is to ensure that the Company’s operations are conducted with transparency and are fully auditable.
Grievance Mechanism and Whistleblower Protection
BEM places importance on conducting its business with integrity, transparency, and fairness, under the principles of good corporate governance and respect for human rights. The Company has therefore established accessible and verifiable channels for lodging grievances and whistleblowing, enabling all stakeholder groups such as employees, customers, suppliers or contractors, communities, and the public to conveniently and appropriately report any incidents that may not comply with laws, the Company’ Code of Conduct, or the Company’s regulations.
In handling grievances, BEM gives priority to the safety of complainants and/or informants, the protection of their identities, confidentiality of information, and the prevention of retaliation or harassment. This is to ensure that complainants or informants can report information with confidence, and that the investigation process is conducted fairly and transparently.
Complaint and Whistleblowing Channels
To ensure that all stakeholders have convenient and comprehensive access to the grievance process, the Company has established various reporting channels as follows:
Sealed letter to the Company
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Address238/7 Asoke-Din Daeng Road, Bang Kapi Subdistrict, Huai Khwang District, Bangkok 10310
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Tel0 2641 4611
Website and Digital Channels
On-site Complaint Channels
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Feedback box at Toll Buildings
-
Direct reporting to employees or operating staff
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Direct reporting by internal personnel
Specific Issues Contact Channels
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Tel02 641 4611
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EmailSDD@bemplc.co.th
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Tel02 624 5200
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Emailcrc@bemplc.co.th
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Tel02 624 5200
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Emailcrc@bemplc.co.th
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Tel02 624 5200
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Emailcrc@bemplc.co.th
-
Tel02 624 5200
Complaint Management Process
BEM has established standardized procedures for grievance handling to ensure that all complaints are treated fairly and can are verifiable
Whistleblower Protection Policy
BEM places the highest importance on the safety of complainants and those cooperating in investigations, and has adopted the following protection measures:
- Right to anonymity: Complainants or cooperators in investigations may choose not to disclose their identity or personal information if they believe disclosure would lead to insecurity or any harm.
- Reporting of results where identity is disclosed: If the complainants or cooperators chooses to disclose their identity, the Company will provide progress updates and clarify facts of the investigation.
- Strict confidentiality: The Company strictly keeps confidential the name, address, photographs, or any other information that may identify the complainant or cooperator.
- Safety and non-retaliation: Complainant recipients must treat related information confidential and disclose it only as necessary, with due consideration for the safety and potential harm to the complainant, cooperator, the source of information, or any related parties. If there is a likelihood of harm distress, or insecurity, appropriate protection measures should be put in place immediately and strictly.
- Remediation: Person effected by the rights violations or by the Company’s operations will receive appropriate and fair remedies or relief through a fairt and appropriate process.
Participation in the Corporate Governance Assessment conducted for Thai Listed Companies
BEM has obtained continuous Excellent CG Scoring or 5-star rating in the Corporate Governance Assessment of Thai Listed Companies conducted by the Thai Institute of Directors Association (IOD) with support from the Stock Exchange of Thailand (SET) in conducting the Corporate Governance Survey of Thai Listed Companies 2025, which was participated by 844 listed companies. This accomplishment reflects the Company’s strong commitment to create business growth in accordance with the principles of corporate governance, transparency, accountability, and sustainable development. The Company also places importance on treating all stakeholders fairly and equitably, while maintaining a balanced consideration of their respective interests.
Support for Various Sectors and Organizations
| External Organization | Types of Organization | Contribution (million THB) | |||
|---|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2025 | ||
| 1. Community of Metros (COMET) | Community of metro service providers (As a member of COMET, BEM attends meetings and exchanges information, opinions, and knowledge on metro services) | 1.37 | 1.37 | 1.64 | 1.67 |
| 2. International Association of Public Transport (UITP; Union Internationale des Transports Publics) | International public transport association (As a member of UITP, BEM attends meetings and exchanges information, opinions, and knowledge on metro services) | 0.66 | 0.69 | 0.81 | 0.85 |
| 3. Thailand Carbon Neutral Network (TCNN)1/ | Thailand Carbon Neutral Network (As a member of TCNN, BEM participates in meetings and collaborative knowledge-sharing efforts on climate change and greenhouse gas emissions management) | - | - | - | - |
| Total | 2.03 | 2.06 | 2.45 | 2.52 | |
Note : 1/ BEM became a member of TCNN in 2022 without the need for financial contribution, as no membership fee is required.
