P T TW a y o f C o n d u c t

Objectives of PTT Way of Conduct

1. To serve as a guideline for PTT representatives who are assigned as directors,senior managements, and officers in the subsidiaries of PTT Group to adopt asa good management practice.

2. To function as a practice guideline mutually agreed upon by PTT internal unitsin order to foster collaboration, synergy and bonding amongst PTT and PTT Group’ssubsidiaries.

3. To enhance the competitiveness, risk management and advancement of PTTGroup towards its business objectives in a sustainable way as well as to increasetransparency in operations between PTT and PTT Group’s subsidiaries.

PTT Way . . .

PTT Way is a set of principles and beliefs that we will follow to reach our aspirations. Our principal beliefs are “Live with pride”, “Govern by making pact”, “Lead with passion and inspire others to follow”, and “Operate only through best practices”. This book describes the principles of teamwork through effective Group Governance or PTT Way of Conduct.

PTT Way

Govern

base on theprinciple of . . .

Pact

Live PrideEmbed values in our lives

(SPIRIT)

Develop effective group

governance

Lead Passion

Build passionate leaders who inspire their followers

Operate Practice

Develop best practices and

operating models

Way of Conduct

PTT Way of Conduct

54

Safe

gua

rdin

gSh

apin

gSe

rvic

ing

For p

reve

nting

risk

For e

nsuring

un

ity and

syne

rgy wi

thin

PTT G

roup

For a

ttaini

ng

econ

omy-of-sca

le

and op

erationa

l ex

cellenc

e

The companies in the group have the interconnected and consistent management systems in order to create value and maximize benefits to PTT Group.

PTT Group is divided into two levels as follows.

• Corporate Level consists of;- Corporate Center; focuses on governance by defining consistent policies of PTT Group

and shared service by using experience, proficiency and advantage of scale.- Business Group or Chief Operation Officer; plays a role in setting the strategies, goals,

tracking performance of each business unit closely in order to achieve excellence andcreate synergy.

• Operational level in PTT Group includes Flagship, Business Units and its subsidiaries; focuseson operating their own business to excellence and achievement, and to integrate PTT Wayof Conduct with the business operations to achieve PTT Group’s maximum performance.

Corporate Level and BU/Flagship are interlinked through PTT Way of Conduct mechanismswhich are;

• Rules of the company.• The transfer of policy into action by PTT executives serve as Directors, top managementposition in PTT Group companies and PTT employees on the secondment in PTT Groupcompanies.

• The connection and support to achieve the goals through various committees.• The Subsidiary Management Department in each business unit will transmit, monitor, provide advice and evaluate the policy enforcement of PTT Group companies.

Values Leadership

Way ofConduct

OperatingModel

Objectives and policies subject to PTT Way of Conduct

Source : PTT Way 2012

• Risk Management / Internal Controland / Business Continuity Management

• Sustainability Management• QSHE• Accounting / Tax• Internal Audit• Legal• Compliance• Corporate Social Responsibity• Corporate Communication• Anti - Corruption

• Finance• Strategic Planning• Human Resource Management• Organization Structure• Knowledge Management• Core Values

• Insurance• Digital• Procurement• Research Development and Technology

76

PTT Way of Conduct

Rules & Regulation

BOD MD/Secondment

PTT

Busine

ss G

roup

/

Busine

ss U

nit/

Su

bsidia

ries

Downstream Technology & Engineering Head Office

Oil & Retail

International Trading

Petrochemicals & Refinery

Upstream

Coal

Plantation

Gas

PTT GROUP Strategy

• Value chain Maximization• Asset Management system

• Strategic direction• Enterprise Risk

Management• Investment

& Budgeting

BG / BU Corporate strategy

Finance &Accounting

General Counsel

CorporateAffair

Organization Management

Corporate Reputation & Social

Responsibility

Technology &Innovation

• Finance• Accounting• Taxation• Insurance

• Legal• Compliance

• CorporateGovernance

• HRM & HRD• Organization

development• Sustainability

Management• QSHE• Procurement

• Corporatecommunication

• Corporate SocialResponsibility

• Research Development& Technology

Subsidiary Management

Management

Committee

Innovation

Property Management

Electricity Value Chain Project Engineering

Building facility Management

Digital Social Enterprise

Manpower Service

Other Shared Services

Power Finance

Moni

tor/

Evalu

ate

/Im

pro

ve

Inte

rnal A

udit

Organization Development

Mech

aism

“PTT Way of Conduct” guidelines build an alignment in various aspects of PTT Group companies so that their work procedures are in conformity and unity. They can comply with and foster cooperation in business operations among PTT Group companies in the same direction, conforming to one another, and prevent overall risks among PTT Group.

For PTT Group Governance at maximum efficiency and effectiveness, PTT also drives governance mechanisms under rules and regulations, PTT Group Committee, Subsidiary Management and PTT Secondment as MD and BoD Nomination in PTT Group.

E&P

PTT GROUP STRATEGY

PTT Way of Conduct

98

Role and Responsibility in PTT Group’s Company Management

Role and responsibility in PTT Group’s company management

• Overseecompany’sresponsibility toshareholders withprudence, care,and integrityfor company’sbenefits

• Operate thebusiness primarilyto strategiccohesiveness

• Adhere tocorporategovernance

• Define vision,path, strategicand policy

• Manage companyleading toshareholder’ssatisfaction

• Createcohesivenessin strategy andpolicy betweenPTT Group’s andcompany’s

• Supportcommittee’sand MD’soperations

• Overseecompliance

• Set up internalcontrol system

• Participationin companymanagement

• Make committeeand management more prudent

Board of

Director

Top

managementCompany Secretary

Shareholder

PTT Group has aligned

roles and responsibilities for

committee members and

management personnel to guide

their operations aiming for

maximum benefits in line with

the Group’s mission Guidelines that define roles, duties, responsibilities of committee and company’s top management in PTT Group includes

• Guidelines complying with Securities and Exchange Commission• Guidelines for PTT Group company management• Guidelines for Anti-Corruption governed by the Collective Action Coallition Against Corruption in Private

Sector Committee• PTT Public Company Limited Regulations Re: Investment Rules of PTT Group and Corporate Governance

Guidelines for PTT’s Subsidiaries B.E. 2560 (2017)• PTT Public Company Limited Regulations Re: Organizational Restructuring of PTT Public Company Limited

B.E. 2553 (2010)• PTT Public Company Limited’s Human Resource & Regulation B.E. 2544 (2001) and Additional Edited• Rules of PTT Public Company Limited Re: Investment Criteria for PTT Group and Corporate Governance

Guideline for PTT’s Subsidiaries B.E. 2558 (2015)• Guidelines for the Board of Directors Nomination of Non-listed companies in PTT Group

PTT Way of Conduct

1110

โดยมีหน่วยงานบริหารบริษัทในเครือ

ทำาหน้าที่ ให้การสนับสนุนผู้บริหารสูงสุดใน

แต่ละกลุ่มธุรกิจในการสร้างความสอด

ประสานและส่งเสริมให้เกิดพลังร่วม เป็นส่วนสำาคัญ

ในการถ่ายทอดนโยบายจาก ปตท. สู่การปฏิบัติ

ผลักดันให้เกิดการแลกเปลี่ยนแนวปฏิบัติที่เป็นเลิศ

และสร้างมาตรฐานการดำาเนินงาน

ในระดับกลุ่ม ปตท.

Subsidiary Management

Department is responsible for

supporting the top management of

each business unit in creating

harmony and fostering synergy which

are important parts in the transmission of

PTT policy into practice, encourage the

exchange of good practices and

create operational standards in

PTT Group.

The

management

of PTT Group companies is

currently designed to allow the

top management of PTT Group to

have a clear business vision as well

as to be able to make decisions

and manage business operations

within PTT Group

effectively.

PTT Group Management Mechanisms

PTT Way of Conduct

1312

23 PTT Way of conduct policies are the framework leading PTT Group in the same direction

PTT Way of Conduct Policies and Governance

1. Internal Control

Policy

2.

Business Continuity

Management Policy

3.

RiskManagement

Policy

4.

Sustainability Management

Policy

5. Quality,

Security, Safety,

Health and

Environmental

Policy

6. Finance Policy

7. Accounting

Policy

8. Tax

Policy

9. Insurance

Policy

10. Internal Audit Policy

11. Legal Policy

12. Compliance

Policy

13. Corporate Social

ResponsibilityPolicy

14. Corporate

Communication Policy

15. Anti-

Corruption Policy

16. Strategic Planning Policy

17. Human

Resources Management

Policy

18. Organization

Structure Policy

19. Knowledge

Management Policy

20. SPIRIT Core

Values Embedment

Policy

21. Digital Policy

22. Procurement

Policy

23. Research

Developmentand Technology

Policy

PTT Way of Conduct

1716

Type of company

Criteria

DefinitionStrategic rationale for

PTT to govern subsidiariesCompliance requirement

PTT’s direct share ownership

1Strategic Owner 100% • 100% subsidiary

Need to maximize value captured as exclusive owner, but needs agility to run business

Compliance with state-owned enterprise related act and regulation where applicable

2Strategic Director

<100% Majority

• Flagship companyand company thatPTT Group is a majorityshareholder.

• Company that PTThas equal or moreshares than othershareholders.

Need to balance control vs. value for• external capital• external managerial or technical capability• necessity to partner offtake• need to comply with domestic

and international regulationPublic Company Act, B.E. 2535, Securities and Exchange Act, B.E.2535 and/or SOE compliance (if applicable) and partner agreement

3Financial Investor Minority

• Company that PTThas less shares thanother shareholder

Need to seed the option for growthpursue other opportunistic investment

PTT Group’s Companies’ Governance

PTT Group company’s governance is classified into three categories

Remark: PTT’s direct share ownership be defined bath direct share owner and via holding company.

PTT Way of Conduct

1918

Level of Governance

PTT Group’s Companies’ Management Policy

PTT Way of conduct is the way that PTT can add value under the policies, processes and actions that are defined in the same direction with the governance levels specified in the table below.

CO.

Value Add Area

Strategic Owner

Strategic Director Financial

InvestorNon-Listed Listed

Safeguarding

Shaping

Servicing

• Directive • Consult • Report • Inform

Level of Governance Definition Explanation

D - Directive Act as defined

The companies in the Group comply with PTT policy, if any matter that the companies in the Group cannot proceed, it is required to seek approval of PTT.

C - Consult Discuss and summarize common approach

The companies in the Group jointly discuss/seek advice from PTT prior to take action (such as a joint meeting, inquiry email and etc.).

R - Report ReportThe companies in the Group report its operational results to PTT.

I – Inform Notify

The companies in PTT Group notify PTT as scheduled or requested by PTT.

n/a Does not specify supervisionDepend on the business model, relevant acts, regulations and/or laws.

PTT Way of Conduct

2120

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