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Good Corporate Governance

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Related Party Transaction Policy

Introduction

Bangkok Life Assurance Public Company Limited (“the Company”) adheres to applicable laws and good corporate governance guidelines in conducting its business. Transactions between the Company or its subsidiaries and related parties are conducted transparently and fairly to eradicate conflicts of interest and maximize benefits for all shareholders. Since these transactions can create potential conflicts of interest, they are conducted through a transparent approval process and following proper procedures. This ensures that directors and executives fulfill their fiduciary duty by exercising legal compliance, prudence, cautiousness, and honesty. These transactions are conducted with the Company’s interest in mind in the same manner as transactions with outsiders and are subject to monitoring and auditing to verify adherence to proper procedures.

Purpose

This policy is established to ensure that related party transactions are conducted in adherence with applicable laws, requirements, notifications, orders, or guidelines, including but not limited to Securities and Exchange Act, B.E. 2535 (1992); Notification of Capital Market Supervisory Board No. TorChor. 21/2551 (2008) Re: Rules on Connected Transactions; Notification of Board of Governors of the Stock Exchange of Thailand No. BorJor/Por 22-01 Re: Disclosure of Information and Other Acts of Listed Companies Concerning Connected Transactions; and Notification of Registrar Re: Seeking Endorsement on Selling or Giving Immovable or Movable Properties or Buying Properties from Directors and Individuals Related to Directors of Life Insurance Companies, B.E.2567 (2024).

Scope

This policy applies to transactions between the Company or its subsidiaries and related parties. The Company’s directors, executives, and employees must study and strictly adhere to the Related Party Transaction Policy and the Related Party Transaction Manual.

Policy Requirement

  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. If no specific price criteria are available, the Company will compare the prices of goods and services with external prices under identical or similar conditions.
  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.
  4. Directors, executives, or connected individuals may engage in transactions with the Company or its subsidiaries, pending approval from the Shareholders’ Meeting. 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 connected individual, 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.
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  6. 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 will be carried out in strict adherence to the regulations imposed by those agencies.
  7. The Company is obligated to 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 annual reporting form (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.
  8. Directors and executives are required to report their stakeholding and connected individuals’ stakeholding to the Company, following the requirements and procedure set by the Board of Directors. This reporting, aimed at tracking stakeholding of directors, executives and connected individuals in the management of the Company or its subsidiaries, will 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.
  9. The Internal Audit Department is designated by the Company to conduct audits on the management of conflict-of-interest risks arising from related party transactions using a risk-based approach. The audit results are then reported to both the management and the Audit Committee.

Policy Review

The Company shall review this policy at least once a year or when there are material changes.



​Approved by the resolution of the 2/2024 Board of Directors Meeting on March 4, 2024.