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Good Corporate Governance

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Regulation No. 2/2561 (2018)

Re: Use of Inside Information and Securities Trading

     To ensure equal treatment of shareholders by directors, executives, and employees who know or possess inside information of Bangkok Life Assurance Public Company Limited (the “Company”), prevent unfair actions regarding trading of the Company’s securities, and comply with the Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 38/2561 (2018) Re: Preparation of Report on Changes to the Securities and Derivatives Holding of Director, Executive, Auditor, Plan Preparer, and Plan Administrator; it is expedient to revise the regulation regarding use of inside information and trading of the Company's securities. Regulation No. 5/2558 (2015) dated 18 August 2015, Regulation No. 1/2560 (2017) dated 8 March 2017, and Regulation No. 5/2560 (2017) dated 11 August 2017, regarding use of inside information and securities trading shall be repealed and replaced by this Regulation with details as follows:

1. Definition

       
  1) “The Company” is defined as Bangkok Life Assurance Public Company Limited;
  2) “inside information1" is defined as information that has not been generally disclosed to the public and that is material to the change of price or the value of securities, which includes:
  • financial statements and financial reports, including business plans;
  • financial estimates and analysis;
  • changes in key management executives;
  • dividend information;
  • capital increase or decrease;
  • business merger, expansion, or downsizing;
  • information that is important and influences those who know the information to buy or sell shares;
  3) “securities” is defined as the Company’s common shares;
  4) “director” is defined as Chairman of the Board of Directors, directors, and President;
  5) “executive” is defined as Deputy Chief Executive Officer, heads of division or equivalent;
  6) “employees” is defined as the Company’s permanent employees and probationary employees;
  7) “person presumed to know or possess inside information” is defined as persons responsible for preparing financial reports or analysis and/or being in a position to know inside information or performing duties related to inside information, which include:
  • Head of Accounting Department, general accounting executives, and officers in charge of data analysis for management;
  • Head and officers of Investment Division;
  • Head and officers of Actuarial Department;
  • Head and officers of Business Planning Department;
  • Head and officers of Risk Management Department;
  • Head and officers of Audit Department;
  • Head and officers of Legal Office;
  • Head and officers of Compliance Office;
  8) “person related to those under 4) to 7)” is defined as spouses or those living together as husband and wife, children not yet reached their majority (including adopted children), entities in which those under 4) to 8) collectively hold more than 30 percent of the voting rights.
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1 The definition of "inside information" is as prescribed under Section 239 of the Securities and Exchange Act (No. 5) B.E.2559 (2016).


2. Requirements regarding the security of inside information

  1. Inside information shall be limited to only the persons involved.
  2. All inside information shall be classified as “Confidential”.
  3. The Company’s inside information shall not be disclosed to related and other persons unless such disclosure is necessary to comply with legal requirements.
  4. Inside information shall be kept in storage locations, on computers, and/or on information technology systems with an effective anti-theft system.
  5. In case where other persons need to access inside information for the benefit of the Company or to carry out agreed missions, such persons shall sign a document as evidence confirming responsibility for securing confidential information before discharging their duties.
  6. When delivering inside information in electronic form, encryption is required before forwarding.
  7. When delivering inside information as hardcopy documents, the documents must be enclosed in an envelope or package that is securely sealed. The names of the sender and recipient must be clearly and specifically indicated for signing as evidence of data transmission. Receiving inside information on behalf of others is prohibited unless permission has been obtained from the executive of the function owning the data.
  8. Inside information must not be left unattended on tables or in public, and must be stored in lockable drawers or places to prevent access by unrelated persons.
  9. When the documents are no longer needed, they must be stored in securely lockable cabinets or places, or immediately destroyed by a document shredder.


3. Securities trading by persons knowing or involved with inside information

  1. Directors, executives, employees, and related persons are prohibited from using the Company’s inside information received from performing their duties to purchase, sell, offer to buy, or offer to sell securities; or persuade others to act so for the benefits of their own, related persons, or outsiders.
  2. Directors, executives, persons presumed to know or possess inside information, and related persons are prohibited from trading, transferring, or receiving transfer of securities during the period of 30 days before and one day after the disclosure of financial statements.
  3. Directors, executives, employees, and related persons who know inside information that is not financial statements are prohibited from trading, transferring, or receiving transfer of securities until one day after the disclosure of the information.


4. Reporting information on securities holding

     Directors, executives, and related persons have a duty to prepare reports on changes to the securities and derivatives holding of directors and executives in accordance with Section 59 of the Securities and Exchange Act B.E.2535 (1992) and the Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 38/2561 (2018) Re: Preparation of Report on Changes to the Securities and Derivatives Holding of Director, Executive, Auditor, Plan Preparer, and Plan Administrator.


5. In case of inquiry or reporting of violation of this Regulation

          Inquiries or reports of violation can be made to:
          Compliance Office
          Tel.: 0 2777 8607 – 8 Fax: 0 2777 8605
          E-mail: compliance@bangkoklife.com or supaporn.tip@bangkoklife.com