Code of Conduct

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The Company expects that all executives and employees perform their duties in accordance with the Code of Business Conduct with the directors being role models.

Business Conduct in the Operations of the Company

  • Lead and support the employees to comply with the Code of Business Conduct.
  • Frequently review the subordinate’s ethical performance.
  • Carry out their duties and responsibilities prudently, with due care and at all times take into consideration the interests of the Company's various groups of stakeholders.
  • Attend every meeting except for special circumstances, which make attendance not possible, with a view to effectively contributing to issues being considered. Sufficient time should be allocated to important matters for in-depth discussions and independent views and opinions should be sought from each director / senior management.
  • Ensure that the legal rights of stakeholders, including employees, suppliers, communities, competitors, and creditors are not violated by any of the Company's actions or decisions.
  • Support cooperation between the Company and the various groups of stakeholders in order to secure the wealth and stability of the business.
  • Resolve conflicts of interest carefully, honestly, fairly, and independently in the best interest of the Company.
  • Adjust the remuneration and welfare benefits to commensurate with the market rates of the similar/same industry, while considering performance of the Company and each individual’s performance.
  • Disclose information correctly, completely, transparently, and on a timely basis together with adequate supporting data, if any.
  • Establish an effective internal monitoring and control system over finance, operations, and regulatory compliance of the Company. The system should incorporate risk management to capture early warning signs of problems and extraordinary items, which may arise.
  • Value the importance of human resources by providing competitive compensation packages to attract, retain, and motivate quality employees and treat each employee fairly and without prejudice as well as by providing a safe and hygienic working environment.
  • Define the proportion between executive directors and independent non-executive directors to balance their power. There should be a clear separation of power and authority in order to prevent unfettered power of decision and authority by any one individual.
  • Ensure all corporate business is conducted in accordance with high standards of corporate governance with legally and ethically accepted corporate practices.
  • Keep the Company's information and activities strictly safe and confidential, and do not use any internal and/or confidential information of the Company for personal gain.
  • The Chief Executive Officer of the Company shall obtain prior approval for any External Directorship from the Nomination and Remuneration Committee.
  • All other Senior Management of the Company shall obtain prior approval for any External Directorship from the Managing Director or the Chief Executive Officer of the Company.
  • Acquire an understanding of the contents of the Code of Business Conduct especially those relating to the duty and responsibility.
  • Consult the superior or the person who is responsible for monitoring the ethnical performance when hesitance to take actions in compliance with the Company’s Code of Business Conduct.
  • Convey the knowledge and understanding of the Code of Business Conduct according to the Company’s Code of Business Conduct to associates and related persons of the Company.
  • Inform when finding incompliance with the Code of Business Conduct via assigned channel and giving cooperation to fact-finding investigation.
  • Strictly follow all rules and regulations of the Company and instructions from their superior. Be polite, obedient, respectful, and to maintain esprit de corps among colleagues and assist each other in the course of work.
  • Perform their duties diligently and punctually and not abandon or disregard any duty or work that has been assigned to them.
  • Treat all the Company's clients fairly, courteously, respectfully and promptly, not disclose customers' confidential information, and not use customers' information for personal and/or related person gain.
  • Perform their duties by utilizing the Company's property and resources economically with utmost benefits and safeguard the Company's property so it does not unnecessarily depreciate in value or produce a loss.
  • Keep the Company's information and activities strictly safe and confidential and do not use any internal and/or confidential information of the Company for personal gain.
  • Failure to comply with the Company’s Code of Business Conduct 
  • Suggesting, encouraging or supporting to violate the Company’s Code of Business Conduct
  • Ignoring or remaining indifferent when a violation of or non-compliance with the Company’s Code of Business Conduct is noticed
  • Failure to co-operate with, or obstruction of, an investigation and fact finding related  to  an  alleged  violation  and  mal  treatment  to  fact  providers 

Failure to comply with the Company’s Code of Business Conduct shall result in disciplinary action, according to the Company’s regulations. Possible legal penalty may be applied, if such act violates the laws.

The Board of Directors has a policy to promote cooperation between the Company and business stakeholders through enhancing cooperation and protecting stakeholders’ legal rights. The Company’s stakeholders are shareholders, customers, suppliers, competitors, creditors, employees, community and society, and environment.

Shareholders
Guidelines

  • All shareholders have the same basis and rights in the casting of votes at meetings and the receipt of dividends when declared by the Company. These are calculated based on their respective shareholding in the Company.
  • At every shareholders’ meeting, shareholders are given the right to approve important matters such as election of directors (shareholders can elect directors individually), directors’ remuneration, appointment of auditors and dividend payment, etc.
  • The Company has a policy to facilitate and encourage all classes of shareholders including institutional investors to attend every shareholders’ meeting. For shareholders who are unable to attend a meeting in person, the Company provides opportunity for such shareholders to appoint another person as proxy to attend the meeting on their behalf.
  • The Company has invited the shareholders to propose the agenda items in advance of the Annual General Meeting.
  • All important information which may have an impact on the Company’s share price and/or shareholders decisions are disclosed including periodic reports and non-periodic reports in order to comply with the applicable laws and regulations. The Company never limits the shareholders’ rights to access the Company’s information.
  • Dealing with a conflict of interest in a careful and reasonable manner, and the disclosed information shall be completely and sufficient.
  • The notice of the shareholders’ meeting will be posted on the Company’s website at least 30 days prior to the meeting. This is to enable shareholders to prepare themselves for the meeting.

Customers
Guidelines

  • Conduct business, both in production, sales of products, and services, in a safe and environmental-friendly manner
  • Conduct business with an aim to continuously develop products and services, create new innovations to add more values to the products, and respond to the customers’ needs
  • Conduct business with integrity, honesty, and fairness, and do not take any action that would violate customer rights. Safeguard customer confidentiality, and refrain from abusing it for personal interest or for the interest of other parties. Do not directly and indirectly demand or agree to  receive  assets or any improper  benefits  from customers
  • Strictly comply with the trading agreements. In the event that any particular condition cannot be met, notify the customers in advance, and jointly seek a resolution to prevent any possible damage.
  • Set up communication channels where customers can file for complaints to the Company. Follow up, investigate, and respond to customers’ complaints in a fair manner

Suppliers
Guidelines

  • Conduct business, both in production, sales of products, and services, in a safe and environmental-friendly manner
  • Safeguard customer confidentiality, and refrain from abusing it for personal interest or for the interest of other parties
  • Strictly comply with the trading agreements. In the event that any particular condition cannot be met, notify the customers in advance, and jointly seek a resolution to prevent any possible damage
  • Do not demand or agree to receive  assets or any improper  benefits that are not stipulated in the trading agreement

Policy on Selection of Suppliers

The Company places importance on product and service procurement process for the Company’s interest in cost management and operational efficiency, and sets guideline for the selection of suppliers as follows:

Guidelines

The Company implements goods and service procurement process in a transparent and fair manner with the line authority of approval based on the nature and value of products as approved by the Board of Directors.

Below is the Company’s criteria for selecting of suppliers

  • Personnel, machineries, equipment, services, and storage, as well as credible financial status and company profile
  • Proof of satisfaction, both in product quality, services, on-time delivery, after services, and guarantees, or any other condition in the agreed transaction
  • Suppliers/ business partners with no conflict of interest against the Company’s business nor blacklisting history on corruption or dereliction of duty. They must not be on the blacklist of the government and private sector

Competitors
Guidelines

  • Treat competitors within a fair competition and international principle framework
  • Do not fraudulently or inappropriately seek confidential information from or about the competitors
  • Do not damage the competitors by groundless slander and accusation
  • Do not demand, receive, or pay for any improper benefits in trading with the Company’s competitors
  • Strictly comply with terms and conditions regarding the competitors

Creditors
Guidelines

  • Treat all creditors in an equal and fair manner
  • strictly comply with all the terms and conditions agreed upon, particularly on credit guarantee, and capital management
  • Duly and accurately disclose financial position
  • In the event that any particular condition cannot be met or in case of debt default, the Company will inform creditor(s) concerned beforehand and seek a mutually acceptable solution to prevent any possible damage

Employees
Guidelines

  • Treat  all employees  fairly and in accordance with laws, the Company’s work-related rules and regulations
  • Treat all employees equally in terms of employment opportunity. Do not discriminate against gender, sexual orientation, color, ethnic, religion, age, disability, or any other status which does not directly affect their operation
  • Support and promote trainings for skill and knowledge development of all employee to enhance opportunity for professional advancement based on their competence and capability
  • Provide fair and proper remuneration on the basis of skills, competences, performances, and job responsibility
  • Provide proper benefits and privileges to employees, i.e., medical care, providence fund, etc.
  • Provide facilities needed for work operation. Maintain a safe and sanitary work environment

Social and Community
Guidelines

  • Do not violate the rights of others in the community and society
  • Cooperate with other agencies in community development. Support community’s activities for public benefits
  • Promote good relationship between the Company and community/society on the basis of integrity, transparency, and fairness

Environment
Guidelines

  • Operate in accordance with environment-related laws, standards, and regulations, taking into consideration resource and environmental impact
  • Promote environmental management system. Improve production and operational system to save resources and energy, ensure efficient use, and reduce environmental impact. Promote systematic management with regular evaluation, review, and improvement
  • Support development and dissemination of environmental-friendly technologies
  • Provide training and knowledge on environmental care and conservation to employees of all levels in order to promote cooperation and responsibility in environmental management, as well as efficient and sustainable use of resources

Potential and Actual Conflicts of Interest and Corporate Opportunities

The Company requires its employees to avoid situations involving any direct or indirect conflict between the employees' personal interests and those of the Group or clients, in particular:

  • Any situation giving rise to the appearance of such a conflict should be avoided. A conflict or the appearance of a conflict situation can arise when an employee's action or decision which has an effect on his/her own personal interest but having an opposite effect on the Company's interest makes it difficult for him/her to objectively and effectively perform his/her responsibilities to the Company.
  • The employees must separate his personal affairs from the Company’s business.
  • The employees must not personally gain, financially or otherwise, by taking advantage of the Company’s property, business opportunities, information of his position, nor can he take any actions to compete with the Company.
  • Any personal financial or other transaction with anyone having or contemplating having a relationship with the Company should be at arm's length, i.e., on normal and customary terms.
  • The employees may not accept any benefits from the Company that have not been duly authorised and approved pursuant to Company policy, including any the Company loans or guarantees of his personal obligations.

The Company recognize that managing the Company’s operations in accordance with principles of good corporate governance is in the best interests of stakeholders. To enhance good corporate governance, the Company has therefore established this policy on dealing in listed securities of the Company for all directors, management and employees of the Company.

Purpose:

The purpose of this policy is to guide and prevent the misuse of confidential and price-sensitive corporate information regardless of rank from disclosing such corporate information for personal gain or for any other reason not in the Company’s interest.

Dealing in Securities:

  • Directors, management and employees of the Company must follow the Company’s Code of Business Conduct where confidential and price-sensitive information is involved.
  • Confidential and price-sensitive information shall be restricted to only directors, management and employees who have a direct responsibility over such matters.
  • Directors, management and employees of the Company are prohibited from dealing in listed securities of the Company while in possession of unpublished confidential and price-sensitive information in relation to such securities during the “embargo period”.
  • The “embargo period” defines as two weeks before and up to the date of the announcement of results for each of the first three quarters of the Company’s financial year, and one month before and up to the date of announcement of the full-year financial results.
  • Internal reminders on a quarterly basis shall be issued by Corporate Affairs to inform the directors, management and employees of the Company of the embargo period prior to Stock Exchange of Thailand announcements on the Company’s financial results within which they shall not deal in the securities of the Company.
  • Apart from this policy, directors, management and employees of the Company shall comply with the laws relating to insider trading. These apply at all times, which can be outside the abovementioned embargo period. In essence, if and when directors, management or employees of the Company has access to confidential and price-sensitive information on the Company, they are not allowed to deal in their securities of the Company or provide such information to others.  Failure to comply with insider trading laws is a criminal offence. The insider trading laws are contained in the Securities and Exchange Act B.E. 2535, which can be accessed at www.sec.or.th

Guidelines

  • Utilize the Company’s resources in a cost-efficient manner for the benefits of the Company
  • Do not misuse, or illegally use, or use the Company’s resources for personal or others’ benefits  
  • Protect the Company’s resources against loss or damage

Guidelines

  • Operate business in accordance with laws, regulations, and obligations on intellectual property rights
  • Protect the Company’s intellectual properties (“IP”) from being infringed, copied, and adapted. Do not use, or disclose the Company’s intellectual properties to third party without proper authorization
  • Respect intellectual properties of others. Do not infringe or use others’ work for personal benefit unless receiving proper authorization or paying fees to IP rights holder(s)
  • Report the superiors if infringement of intellectual properties or any act that may lead to dispute against the Company’s intellectual properties are found 

Guidelines

  • Treat each other with respect for the principle of human rights. Do not violate human rights nor related laws. Treat one another in an equal manner without discriminating against appearances, mind, ethnics, nationality, religion, gender, age, language, color, education, and social status
  • Exercise caution in performing duties to prevent risks of human rights violation. Monitor, and report the superiors if any act against human rights is found 
  • Treat employees fairly in all employment processes, from selection, remuneration payment, work hours, holidays, work assignments, performance evaluation, training and development, to non-discriminatory career advancement planning
  • Do not use forced labor, human trafficking labor, and illegal child labor

Guidelines

  • Comply with laws, standards, and regulations related to health and safety to prevent or mitigate any possible impact
  • Immediately report the superiors if any abnormality is found with regard to machinery, equipment, and workplace which may affect health and safety
  • Superiors have direct responsibility over work safety, and a duty to announce or publicize preventive approach and control measure to prevent accident. They are also expected to monitor employees’ health according to level of risk arising from work activities
  • Prepare for emergency situations by continually developing, drilling, and updating an emergency plan to prevent or reduce risk on loss of life and assets of the Company, employees, suppliers, and other concerned parties
  • Cultivate consciousness on healthcare and safety among employees throughout the organization to ensure sustainable work safety

Guidelines

  • Allocate suitable information technology (“IT”) resources for business operation, and lay out a plan on information technology, i.e., budget, human resources, and urgency
  • Conduct IT risk assessment , and outline IT security measures
  • Promote use of IT system among employees to enhance work efficiency. Refrain from using the system that may lead to copyright infringement, and prohibit using of IT system to  transmit illegal, derogatory, and immoral information
  • Employees are required to use IT system according to permission assigned. They are to keep their password and prohibited from disclosing it to others for access to the Company’s system
  • Employees are required to use IT system and computer devices in compliance with rules and suggestion for safe use, and as permitted by the Company, solely for the Company’s interests. They are to notify the IT department immediately if incidents related to system safety, or damage, or loss occurred