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Corporate Governance

Code of Conduct

  Acknowledgement and Commitment of the Code of Business Conduct PDF Download

1. Conflict of Interest Policy

  • Directors, executives and employees shall avoid any actions in contradiction to the Company’s interest, whether as a result from contacting with persons related to the Company’s trading business such as trade partners, customers, competitors or using opportunity or data derived from their directorship or staff position, for their own benefits; and shall avoid entering into a business that competes with the Company or engaging in other works not covered by the Company’s business that affect their duties and responsibilities.
  • Directors, executives and employees shall avoid holding shares in a competing business with the Company which may cause the directors, executives and employees to act or omit to perform their duties or affect their duties and responsibilities.
  • In the case that directors, executives and employees have held shares, whether through inheritance, in a competing business with the Company before being the director, executive or employee of the Company or before the Company has operated its business, they shall report such holding to the Company for acknowledgement.
  • In case the Board of Directors has the authority to approve the related party transaction, there must be an independent director or audit committee member attending the Board meeting.
  • In case any of the related party transaction is in the form of aiding financial assistance, the Board of Directors has set guidelines for that matters in the regulations of implementation and approval which was approved by the Board of Directors.
  • The Board of Directors determined that the Directors, Executives and Employees who have access to inside information must not trade the Company’s stock before 30 days of the public dissemination of financial statements and seven days after the public dissemination.
  • The Board of Directors determined that the related party transactions must be disclosed by detailing the name of the person who may have a conflict of interest, relationship, type of transaction, conditions, pricing policy and the value of the item, reason & necessity and opinions of the Audit Committee and / or the Board of Directors according to the regulations from the Stock Exchange of Thailand

2. Corporate Assets Policy

  • Directors, executives and employees shall be obliged to and responsible for supervising the Company’s assets by protecting any undue depreciation or loss of the assets and shall use the Company’s assets to ensure maximum benefit to the Company. In addition, they shall not use the Company’s assets for personal or other benefits.
  • Such assets shall include tangible and non-tangible assets such as movable properties, immovable properties, technologies, academic knowledge, title deeds, patents, copyrights and confidential information which is not publicly disclosed such as business plans, financial projections and human resource related data.
  • Directors, executives and employees shall strictly avoid disclosing or using confidential information.

3. Anti-Corruption Policy

  • The Company supports and encourages personnel at all levels to become aware of anti-corruption and puts in place the internal controls to prevent the Company from fraud and corruption, from offering and acceptance of bribe in all forms.
  • The Board of Directors and Management have responsibility for implementing the Anti-Corruption programme as well as have committed to the Anti-Corruption Policy.
  • Directors, management and all employees of the company are prohibited from soliciting, arranging or accepting a bribe for ones’ benefit or that of ones’ family, friends, associates or acquaintances covering all relevant organizations, including government, public and private sector.
  • Directors, management and all employees must not perform as a mediator to offer cash or cash equivalents to all relevant organizations with the aim to obtain inappropriate benefits.
  • It shall also include the forms of bribery that fall within the above-mentioned scope of any case relating to the operations by or related to the subsidiary, a joint venture, agent, distributor, representative, advisor, broker, middleman, partner of a contract, business partner or employee in collaboration with government official, family member and any individual with close relationship to a government official, political candidate, political party or an official of a political party, a private sector’s employee (inclusive of a person in charge, in command or working in any position for a private organization) or a third party.
  • Offenders of corruption are those who violate the Company’s Rules and Regulations. These offenders will receive disciplinary punishment as well as legal punishment if such offences are also against the law.

4. Gifts and Entertainment Policy

  • Directors, executives and employees shall not demand or agree to accept money, physical items or any other benefits from the person who has business dealing with the company.
  • Directors, executives and employees may accept or give gifts in accordance with traditions, provided that the acceptance of such gifts shall not affect any business decision of the recipient and the gifts should not be of high value or cash or cash equivalents.
  • Directors, executives and employees who receive gifts, on occasions where tradition calls for acceptance of such gifts, that are excessively valuable from persons who have business dealing with the Company shall report to their superior and submit such gifts to Executive Secretary which shall vest to the Company.
  • The cost for the entertainment in business and other expenses associated with implementing business contracts is acceptable, but must be spent with reasonability.

5. Securities Trading and Inside Information Policy

  • Directors, executives and employees shall not use internal data for their benefit of buying or selling the Company’s shares, or shall not make the internal data available to other people for the purpose of buying and selling the Company’s shares.
  • Directors, executives and employees shall report their trading transactions of the Company’s securities in order to prevent an insider trading and to avoid any criticism concerning the suitability of buying and selling of shares by internal persons.
  • Directors, executives and employees shall avoid buying or selling the Company’s shares before financial statements or the Company’s status, including other significant matters are disclosed. The buying and selling of the Company’s shares shall be made at least 7 days after the information is publicly disclosed.

6. Internal Controls and Audits, and Financial Reporting Policy

  • Directors, executives and employees shall be responsible for preparing correct, complete and timely financial statements, whether annual or quarterly, which are in accordance with generally accepted accounting principles.
  • Directors, executives and employees shall put in place efficient internal controls and audit systems to ensure the Company’s compliance with the relevant standards and laws which are reviewed by the internal auditors and the Audit Committee.

7. Shareholders Policy

  • Directors, executives and employees shall carry out their duties with honesty and full potential and shall perform any acts with fairness to all shareholders.
  • Directors, executives and employees shall report status of the organization to the shareholders on a regular and comprehensive basis, in accordance with actual facts.
  • Directors, executives and employees shall notify to the shareholders in regard to future prospects of the organization, including positive and negative aspects based on adequate supporting reasons.

8. Client Relations and Product Quality Policy

  • Executives and employees shall deliver products that have accurate quality or exceed clients’ expectations at fair conditions.
  • Directors, executives and employees shall give correct, adequate and timely product and service information to clients to facilitate their decision making without overstating actual facts whether in advertisements or communications through other channels, which may cause clients to misunderstand the quality, volume, or any conditions attached to such products or services.
  • Directors, executives and employees shall keep clients’ secrets confidential and shall not improperly use the confidential information for personal interests or to the interest of other related parties.
  • Directors, executives and employees shall promptly respond to clients’ needs and shall implement an efficient system and procedures for submitting clients’ complaints regarding the quality of products and services.

9. Suppliers/Creditors Policy

  • Directors, executives and employees shall treat suppliers and creditors equally and fairly based on mutually fair return.
  • Directors, executives and employees shall strictly comply with agreements or agreed conditions. In case of inability to comply with any conditions whatsoever, suppliers and/or creditors shall be notified in advance so as to expedite joint problem-solving.
  • Directors, executives and employees shall refrain from demanding, accepting or paying of dishonest benefits in dealing and negotiating with suppliers and/or creditors.
  • If information comes to light regarding demand for any dishonest benefits, or receipt and payment thereof, directors, executives and employees shall disclose relevant details to suppliers and/or creditors to facilitate joint problem-solving with fairness and quickness.
  • Executives and employees shall report correct, complete and timely financial data to creditors regularly.

10. Employees Policy

  • Directors and executives shall give fair remuneration to employees.
  • Directors and executives shall supervise and maintain workplace environment to ensure safety of employees’ lives and properties.
  • Directors and executives shall conduct appointment and transfer, including dispensation of reward and punishment of employees honestly on the basis of educational background, capability and suitability of individual employees.
  • Directors and executives shall accord due importance to the development of employees’ knowledge, capability and skill with equal and regular opportunities for all.
  • Directors and executives shall comply strictly with various laws and regulations relating to employees of the Company.
  • Executives and employees can submit complaints or concerns relating to any potential unethical or unlawful behavior, financial improprieties or to report perceived violations of law or the Company’s policy. Employees are free to submit their Complaints to any of the following persons: Chief Executive Officer, Company Secretary, Head of IR, Secretariat & Compliance, Head of Human Resources & Admin or a higher level (e.g. Chairman of the Audit Committee). All Complaints shall be treated as confidential.

11. Rivals Policy

  • Directors, executives and employees shall behave and act within the framework of established rules.
  • Directors, executives and employees shall refrain from using dishonest or improper methods to obtain competitors’ secrets, for example, providing remuneration to the employee of a competitor.
  • Directors, executives and employees shall not destroy competitors’ reputation by making damaging accusations.

12. Employee Practice Policy

  • Directors, executives and employees shall perform their duties with good effort, honesty and transparency.
  • Directors, executives and employees shall respect other personnel’s and management’s rights.
  • Directors and executives shall conduct themselves in such manner as to deserve the staff’s respect. Employees shall not take any actions that are disrespectful to their superiors.
  • Directors, executives and employees shall be disciplined and behave and act in accordance with organization’s rules and regulations as well as good traditional practices, regardless of whether or not they are in writing.
  • Directors, executives and employees shall participate to build up and uphold the ambience of unity and integrity among the staff and shall avoid any actions leading to the damage of the Company’s image, reputation or that would cause any future problems to the Company.

13. Environment and Community Policy

  • Be responsible and adhere to protect environment, including practices and local traditions wherever the Company’s operational units are located.
  • Promote and support directors, executives and employees to participate in the community related activities organized by the Company.
  • Regularly organize activities, by itself or in cooperation with the government or the community, in order to participate in the development and improvement of society, community and environment and to ensure a better quality of life in the community in which the Company is located.
  • The Company focuses on communicating and providing understanding of its business practices to the communities in its operating areas. It is prepared to listen to suggestions for fostering successful business operations and mutually beneficial accomplishments.
  • Quickly and efficiently respond to any incident, which is caused by the Company’s performance, affecting the environment and the community, by giving full cooperation to the relevant authorities and agencies.

Directors, Management and Staff must understand and follow this Code of Business Conduct in order to achieve the Company’s goal and objectives which effective since 8th November 2016