Economic
To ensure sustainable growth, we are committed to operating our businesses with integrity and transparency, and free from all forms of fraud. We are determined to develop products and services to respond to the ever-evolving needs of future generations. We place strong customer and partner relations at the heart of our operations. It is through such bonds that we can continue to strengthen our ecosystem
and solidify VGI’s position at the top of the industry.
TRANSPARENT BUSINESS
VGI is committed to operating our businesses with integrity and transparency. We strongly believe that good corporate governance will not only enable us to achieve stable and sustainable growth but also build investor and stakeholder confidence. Thus, we strictly adhere to the corporate governance principles and have established a code of conduct in line with applicable laws and regulations. We have also put in place a system that clearly separates the roles and responsibilities within our management structure as a check and balance mechanism to ensure transparency and accountability in all our business decisions.
Code of Business Conduct
VGI recognises that conducting business with transparency and good business ethics is essential in promoting corporate sustainability development, as well as building stakeholder confidence. The Board of Directors has prepared and published a corporate governance and business ethics handbook to adhere to as a guideline for directors, executives and employees at all levels, including subsidiaries. Th handbook is comprised of 5 sections as follows:
Section 1 Right of Shareholders
VGI places emphasis on the rights of shareholders as the owners of the Company. All shareholder groups, whether individual or institutional shareholders, are encouraged to exercise their fundamental rights, e.g. sale, purchase, or transfer of shares, receipt of profit sharing, receipt of adequate business, attending shareholders’ meetings to acknowledge the Company’s annual performance, and voting at the shareholders’ meetings to approve significant matters as required by laws.
Section 2 Equitable Treatment of Shareholders
The Company shall treat every shareholder equally and equitably, regardless of gender, age, nationality, religion, beliefs, political opinions, and whether the shareholder is a minority shareholder, majority shareholder, or institutional investors.
Section 3 Roles of Stakeholders
The Company is aware and considers the roles and benefits of stakeholders who relate to the Company’s business, e.g. shareholders, customers, employees, business partners, competitors, creditors, as well as the public and the society. The Company thus places an emphasis on the rights of all groups of stakeholders by ensuring that they are treated properly, equitably, and fairly.
Section 4 Disclosure and Transparency
The Company consistently discloses information to shareholders and all groups of stakeholders. The information disclosed shall be accurate, complete, and timely, and aligned with the relevant laws and regulations, and the international good corporate governance standards.
Section 5 Responsibilities of the Board of Directors
The Board of Directors has an intention and ambition to build the Company to be a leading and effective organization in the country with commitment to corporate social responsibilities. The Board of Directors has the right to exercise independent judgment and carry out oversight responsibilities with accountability, to ensure the best interests of all shareholders. The objective is to drive VGI toward sustainable long-term performance, earn the trust of shareholders, investors, and all stakeholders, and create long-lasting value for the business. To achieve this, the Board of Directors must ensure that its duties are carried out in compliance with the laws, objectives, and the Company’s Articles of Association. Directors’ liabilities shall be governed by the provisions of the applicable laws.
Anti-Corruption
VGI is committed to fighting against corruption and all forms of bribery. We also encourage the Board of Directors, executives and employees at all levels of the Company and its subsidiaries, including other related persons, not to participate in corruption, whether directly or indirectly, in any way.
VGI has been continuously certified as a member of the Thai Private Sector Anti-Corruption Coalition or CAC. The continuous recognition underscores VGI’s commitment to conducting ethical, transparent, and fair operations, in adherence to verifiable practices. This is supported by the establishment of clear guidelines for task execution to prevent corruption, paving the way for the Company’s continued journey toward sustainable growth. Moreover, VGI has been also encouraging all suppliers to join the CAC to commit their transparent in business operation.
RISK MANAGEMENT
Recognising the importance of risk management as a key mechanism for success and the achievement of our business plans, strategies and visions, VGI has set up a framework and procedures for managing risk and control in line with the guidance of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to reduce the probability of incidents that may have negative impact on the organisation.
Risk Governance
The Risk Management Committee is responsible for reporting the results of key enterprise risk assessment and management to the Board of Directors on a regular basis, at least once a year. In addition, VGI stipulates that all executives and employees shall bear the responsibility for implementing risk management. This is one of the key principles pursuant to VGI’s risk management policy, which seeks to embed risk management as a part of our corporate culture.
As part of an effective risk culture, VGI conducted training regarding risk management to deepen acknowledgement and knowledge of risk management for related employees and executives of 24 persons. Moreover, the Company arranged a risk management training for the Board of Directors to understand the importance of corporate risk management and to update with the latest trends, emerging risks and how the company can address these risks.
Senior executives have financial incentives that have risk management metrics and criteria incorporated into their scorecard or performance appraisal/performance evaluation to ensure an effective risk culture and that all risks have been responded to. Managers have risk management metrics that are incorporated into their roles and responsibilities (Key Performance Indicators- KPIs).
All employees and contractors who will be working on BTS sky train station and conduct billboards installation projects require to pass the safety training provided and approved by the company before going on site as safety risk is one of many criteria in the approval process. Other safety-related training agendas are also provided to other employees who are exposed to other specific risks. Furthermore, VGI specifies the safety training score and participants as the KPI for our employee providing the training.
VGI EMERGING RISKS
Digital Power Concentration
| Factor | Details | Category | Economic |
|---|---|
| Source of Risks | Macroeconomics and the changing consumer behaviours |
| Description | The technology advancement has allowed customers new alternative services and solutions through digital platform, which gradually change the consumer behaviours widely and rapidly. Customers start to conduct activities, such as purchasing product and services online instead of physical stores, attending virtual meeting and consuming information, news and medias from smart phones and tablet instead of television, newspaper or advertisement billboards. Therefore, this would affect the methods of advertisement for many company, which would affect the advertisement company as such VGI on the platform we provide to the clients. If VGI or other companies who seek advertisement platform do not adjust to this emerging risk, they are inevitably limiting their audiences and will lose their customers, which ultimately affect their overall revenue. |
| Impact | As VGI’s main revenues derive from advertisement services mainly from Advertisement on Transit (BTS Station), Office & Others and Outdoor advertisement. The revenue from these services have decreased gradually from the past 4 years. One of the reason is from the changing behaviours of the consumers, who widely consume media from digital platform rather than the offline platform, leading to VGI’s clients to gradually seek advertisement in online platform instead. At the same time, the concentration of the digital platform also significantly affect the Company’s future business expansion and market share in the advertisement industry as well. |
| Timeframe of Impact | The customer behaviour is dynamic. 3-5 Years in a medium to long term manner |
| Mitigating actions | With the vision of “Value Growth Innovation”, VGI promotes the innovation cultures and aim to create the digital products and shift the momentum from offline services to integrated Offline-to-Online (O2O) solutions that utilizes VGI’s ecosystem of advertising, Payment and Logistics. VGI provides the online and offline services to connect the loop of customers’ behaviour. Moreover, to answer to the changing purchasing and consumption behaviours, VGI offers the payment services of e-money services under Rabbit Card and Mobile Wallet under Rabbit Line Pay. This also to promote the cashless society and allow customers to access alternative financial services. VGI also establishes information technology and cybersecurity protocol as well as privacy protection to allow secure and seamless services to customers and consumers. |
Extreme Weather
| Factor | Details |
|---|---|
| Category | Environmental |
| Source of Risks | Natural |
| Description | The climate change is the global risk that concerned all business entities and individuals. According to IPCC Climate Change Report, the climate change causes extreme weather all over the world, which affects business as usual and activities of individuals, including VGI. The extreme weather and other indirect climate related incidents can cause additional costs from damages to VGI property and increase the risk in safety of employees, workers and surrounding communities. |
| Impact | The extreme weather, such as severe flooding or storms might affect the working operations on installation, operation, maintenance and dismantle process of the advertisement billboards. The heavy damage or accidents can affect the safety of the community, people or business nearby as well. Similarly, in the case of extreme heat, it would affect the Vinyl and might damage and shorten its life cycle, which brings about more Vinyl renewal before schedule resulting in inefficient used of resources. Consequently, all of the impacts bring about extra costs for maintenance, occupational health and safety and new products. |
| Timeframe of Impact | 3-5 Years in a medium to long term manner |
| Mitigating actions | VGI responses to the risk through 3 elements, which are waste management, sustainable energy consumption and inspire platform. 1.) VGI’s target for waste management is to reduce the waste disposal from landfilling or incineration to recycling at a rate of 30% of total waste. One of the project that contributes to the waste reduction for VGI is the collaboration for the “Treasure Bag” project with Pomelo, a leading Omnichannel fashion company. VGI can upcycling their retired Vinyl and create parcel bag, which Pomelo can utilize in its operation. 2.) VGI has committed to maintain water and electricity consumption of not exceeding 10% increase over the baseline year of 2019. VGI has changed installation and billboard repairing process on BTS Station and use LED Lights to reduce the electricity consumption and durability. 3.) VGI contributes its air time for climate change and sustainability content through corporate advertising platform with a goal of reaching at least one million audiences each year. These actions VGI believe would contribute to a wider society contribution of reducing impacts of climate change including extreme weather. Furthermore, VGI employees have implemented various protocols in response to natural hazards to reduce impacts on occupational health and safety of employees |
Pandemic
| Factor | Details |
|---|---|
| Category | Economic/ Societal/ Technological |
| Source of Risks | Natural |
| Description | The ongoing COVID -19 pandemic has posed great health and economic Challenges worldwide. Not only it affects the health and safety of global population but it also impacts on customers’ Behaviour, digital infrastructure and people’s lifestyles and organizational performance. As the COVID19 forces customers to stay at home, the advertisement viewing from BTS or outdoors is lower, which might bring about lower return of those type of advertisement. Therefore, the pandemic is causing VGI to inevitably and rapidly shift the services provides and lose the opportunities from traditional advertisement methods. |
| Impact | The COVID 19 has impacted the global economic and society as well as organizational risk management of all organization around the world. The pandemic does shape the new lifestyle of customers to become online oriented. It also creates business stagnation, which affects the business expansion. It also affects VGI board to become more conservative and decides to put some of their investments projects on halt. |
| Timeframe of Impact | Even though, the pandemic might subside, the ramification on economic performance may remain and slow down the business recovery. 3-5 Years in a medium to long term manner |
| Mitigating actions | VGI has constantly revisited and strengthened the enterprise risk management system, which shapes the BCP (Business Continuity Plan) of the business. Moreover, VGI also follows the national guidelines and stringently apply social distancing within the company by implementing Working from Home (WFH) and provide measures for employees to ensure their safety from impacts of pandemic and no disruption to business operations. |
SUPPLY CHAIN MANAGEMENT
VGI is committed to driving business growth transparently, fairly and emphasising sustainability throughout VGI’s value chain by prioritising effective supply chain management to rectify and prevent economic, social and environmental (ESG) risks from suppliers with high ESG risks that may impact VGI’s reputation and stakeholder confidence.
VGI has established the Procurement Policy and Supplier Code of Conduct as suppliers’ guiding principles in conducting sustainable business in accordance with VGI’s expectations. In addition, VGI has a supplier assurance process, adopted from the SEDEX Members Ethical Trade Audit (SMETA), to ensure compliance with the Code of Conduct, which encompasses Supplier Classification, Supplier Screening, Significant Supplier Assessment, Supplier Corrective Action and Development. All suppliers shall adhere to ethical principles and operations that prevent adverse impacts to communities and the environment while safeguarding the health and safety of workers and the public.
SMART AND INNOVATIVE PRODUCTS
Technology disruption has had significant impacts all over the world, and consumer behaviour has altered accordingly. With ever changing consumer demands in the digital era, VGI strives to continuously develop smart and innovative products and services, namely by integrating offline and online media to offer Offline-to-Online (O2O) Solutions, to create new experiences for consumers. Moving forward, we will ceaselessly work to improve our business offerings in order to achieve our vision to become the “Pioneering Solutions for Tomorrow”.
CUSTOMER RELATIONSHIP
Customer relationship is at the heart of our business and is key to our long-term sustainability. Therefore, VGI has a policy to organize various activities as a means to strengthen customer relationships. This also allows us to understand the diverse needs of our customers and to deliver high quality products and services to meet their needs.
CUSTOMER SATISFACTION SCORES
With VGI’s determination to constantly improve customer relations and build customer confidence, we have always taken customer feedback seriously and taken on board all suggestions to improve our products and services. Accordingly, we have received a 91.3 percent customer satisfaction score in the past year.
QUALITY OF VGI MEDIA
To strengthen customer confidence in its products and services, VGI has established a dedicated quality assurance team to monitor, inspect and perform quality control across its advertising media and address identified operational issues. The team conducts ongoing inspections of advertising displays and other media assets, with inspection results reported to the relevant departments for follow-up and corrective action.
For media located within the BTS SkyTrain network, operational issues may be identified through VGI’s monitoring and quality control activities or reported through BTS communication channels and subsequently referred to VGI for investigation and corrective action. For digital media, display performance is monitored to enable timely identification and response to operational issues.
CUSTOMER SUPPORT, FEEDBACK AND COMPLAINT HANDLING
As VGI primarily serves corporate clients and advertising agencies, customer relationships are managed directly through the Company’s Sales and account representatives. Customers can contact their designated representatives to request support, provide feedback, raise enquiries or submit complaints through direct communication channels, including email, telephone and in-person engagement.
Customer feedback and complaints are coordinated by the responsible Sales representative and referred to the relevant teams for review, investigation and corrective action. Receipt of customer complaints is acknowledged through the responsible Sales representative, and customers are informed of the expected response or resolution timeline, where applicable. Relevant actions and outcomes are subsequently communicated back to the customer through the responsible representative.
Customer feedback and satisfaction results are also reviewed to identify opportunities for continuous improvement in VGI’s products and services.
BUSINESS PARTNER ENGAGEMENT
As part of our determination to achieve sustainable business development and growth, VGI has constantly sought collaborations with new business partners to create new synergies. In this light, we have developed partnerships with businesses that have diverse expertise and significant potential to help strengthen our ecosystem, namely an out-of-home media business, an online and offline payment business and a logistics business, while also prioritizing efficient relationship management with our existing partners. This not only helps ensure effective collaboration, but also enhances our competitiveness in the market.
COMPLAINT CHANNEL
The Company provides channels for all stakeholders to contact or lodge their complaints to various channels. In this regard, the complainants can be assured that the Company shall keep his/her information confidential
COMPANY SECRETARY DIVISION
+66 (0) 2273 8884 ext. 390, 391
+66 (0) 2273 8883
companysecretary@vgi.co.th
VGI_CAC@vgi.co.th
Or by post to the company secretary division at the company’s address internal audit division
INTERNAL AUDIT DIVISION
+66 (0) 2273 8611-15 ext. 1117-1119
+66 (0) 2273 8616
internalaudit@vgi.co.th
Or by post to the Internal Audit Division at the Company’s address In addition, the Company has a particular channel to receive reports on any actions with respect to corruption in the organisation. All stakeholders can notify any clues or actions that are suspicious of corruption in connection with VGI Group.
LEGAL AND COMPLIANCE DIVISION
+66 (0) 2273 8884 ext. 392, 113
+66 (0) 2273 8883
legaldivision@vgi.co.th
Or by post to the Legal and Compliance Division at the Company’s address
