Code of Business Conduct | means | best practice for business operation formulated as framework and guideline for the Company’s employees to properly comply with in performing their tasks. |
The Company | means | Thai Wah Public Company Limited. |
Subsidiaries | means | existing and soon-to-be established companies which are under control of the Company. |
The Company’s directors | means | the directors of the Company. |
Executives | means | Assistant Vice Presidents (AVP) and above in Thai Wah Public Company Limited, and in existing and soon-to-be established subsidiaries which are under control of the Company. |
Employees | means | employees of the Company. |
Stakeholders | means | persons/entities directly or indirectly impacted by the Company’s business or involved with the Company’s interests or impacting on the Company’s business, such as the Company’s directors, shareholders, customers, suppliers, competitors, creditors, employees, social and communities and environment. |
Suppliers | means | person selling goods, lessor or hire-purchaser who hands over goods to the Company. |
Contractual Party | means | a person who enters into contractual obligations, namely mutual rights and responsibilities specified in a contract, with the Company. |
Customers | means | a purchaser, user of goods and a receiver of service. |
Transaction | means | activity relating to legal transaction, contract or any action made with other parties in terms of finance, business or asset such as service providing, purchasing, selling, hiring, financial support and technical or human resource support etc. |
The Company strives to conduct business with ethics and morality in compliance with the laws, and commits to responsibility while upholding integrity, justice, and transparency. The Company also aims at earning the confidence of the shareholders and stakeholders as a whole. As guideline for best practice, the Company has formulated the Code of Business Conduct for directors, executives and employees to perform their duties in accordance with the Code in order to create the Company’s sustainable values in line with the aspiration of the Company, investors, stakeholders, and the society as a whole.
Business Principle
Thai Wah Public Company Limited (“the Company”) has established and adhered firmly and consistently to our business operation guidelines in accordance with good corporate governance in exercising corporate social responsibility (CSR) and giving importance to promoting anti-fraud and anti-corruption practices. The Board of Directors’ Meeting no. 1/2017 on February 21, 2017, had approved the Company to join the Private Sector Collective Action Coalition Against Corruption.
The Company has established Anti-corruption Policy to promote anti-fraud and anti-corruption practices as well as to enhance the efficiency, integrity, honesty and transparency of the anti-fraud and anti-corruption business practices to be in-line with the Company’s core values and to serve as clear guidelines for Directors, Executives and staff.
Fraud | means | an intentional act committed to secure unfair or unlawful gains for one’s self or others. Fraud can be broken down into three types: corruption, asset misappropriation and fraudulent reporting, for example, fraudulent financial statements. |
Corruption | means | the misuse of position or power of influence for inappropriate gains for the organization, one’s self or others. Corruption includes any types of bribery; an offering, giving, promising or agreeing to give, demanding or accepting money, assets, or other inappropriate benefits from the government officers, government sectors, private sectors, or responsible person either in direct or indirect action so that such person could proceed or disregard his/her function in order to acquire, retain the business, recommend specific company to the entity, or achieve any improper benefits in business transaction. Exception shall be applied in case of laws, regulation, statement, standard, custom, or business traditions enable to do so. |
Bribery | means | the act of paying, offering, promising to pay, receiving, requesting or soliciting anything of value, such as assets, money, things, rights or other advantages that are against good ethics, conduct, rules, regulations or laws with government officials, government organization, private organizations or other individual(s) - directly or indirectly - in order for that person to wrongfully act or wrongly refrain from performing their duties to receive or retain benefits that are inappropriate for the business. |
Political Contribution | means | monetary or non-monetary support provided to a political party, representative of a political party, politician or candidate for election. As such, non-monetary political contributions include lending or donating any equipment for free of charge. |
Charitable Contribution and Sponsorships | means | grants or contributions paid to individuals and/or organizations of the public and private sector including the reasonable charities. The objective is to support business operations, brand promotion or the Company's reputation which useful for creating a reliable trade, strengthen a business relationship and in accordance with the Company's Code of Conduct that focus on accuracy, transparency and good Corporate Governance in the business. |
Hospitality | means | receptions, provision of food and drinks, and recreational activities, such as entertainments, sports event, etc. |
Gift, tokens, assets, or any other benefits | means | anything of mental values, cash or non-cash, that are courteously given on important occasions according to common customs and culture, to award, honor, support, or to be given out of kindness. They could be privileges to service, entertainments, recreations, or coverage of expenses related to traveling, accommodations, meals, or any other similar expenses, such as tickets, lotteries, etc. It also includes tokens given out of courtesy, or in accordance with local traditions, such as New Year gifts, birthday presents, or congratulatory new job gifts, etc. |
This Policy is applicable to all levels of employees including Directors, Executives, employees in the head office or working abroad, the factory workers, trainees, contract-based employees, or any other relevant persons. All must strictly comply with the Anti-corruption Policy as well as the additional guideline (if any).
This Policy is also applicable to the employees of the subsidiaries companies.
Directors, Executives and the Company’s staff are prohibited from operating or accepting any type of corruptions either direct or indirect manner, in all businesses or from any concerned parties. The anti-corruption practices are required to be consistently counter checked as well as the Anti-corruption policy and business operation guidelines are to be reviewed regularly to reflect the changes in business, regulations and applicable laws.
Guidelines
The Additional Guideline
The Chief Executive Officer has the authority to order or establish the additional guideline to align with the Anti-corruption Policy.
Procedures for monitoring risks from fraud and corruption
Guidelines for Monitoring and Evaluating the Implementation of the Anti-Corruption Policy
This Policy is communicated to all levels of the employees. In addition, channels are provided for internal whistleblowing, complaints, or suggestions as well as trainings and taking the tests to ensure that they have sufficient understanding for complying with the Policy.
Policies and guidelines on anti-corruption are parts of the work disciplines for the Company’s directors, executives, and employees. Negligence and ignorance to comply with the Company’s policies and guidelines is considered breaches of discipline. Punishment will be in accordance with the Company’s rules. However, if the act is also against the law, the Company will consider to proceed accordingly.
Stakeholders | means | persons/entities directly or indirectly impacted by the Company’s business or involved with the Company’s interests or impacting on the Company’s business, such as the Company’s directors, shareholders, customers, suppliers, competitors, creditors, employees, social and communities and environment. |
Gift, tokens, assets, or any other benefits | means | anything of mental values, cash or non-cash, that are courteously given on important occasions according to common customs and culture, to award, honor, support, or to be given out of kindness. They could be privileges to service, entertainments, recreations, or coverage of expenses related to traveling, accommodations, meals, or any other similar expenses, such as tickets, lotteries, etc. It also includes tokens given out of courtesy, or in accordance with local traditions, such as New Year gifts, birthday presents, or congratulatory new job gifts, etc. |
Hospitality | means | receptions, provision of food and drinks, and recreational activities, such as entertainments, sports event, etc. |
Giving and receiving of valuable items such as presents or souvenirs, services, facilitating or entertainment of associates must follow the traditions in each local or country including relevant laws. At the same time, it should be of reasonable value and does not influence the Employees into wrongdoing.
Guidelines
Stakeholders | means | persons/entities directly or indirectly impacted by the Company’s business or involved with the Company’s interests or impacting on the Company’s business, such as the Company’s directors, shareholders, customers, suppliers, competitors, creditors, employees, social and communities and environment. |
Fraud | means | an intentional act committed to secure unfair or unlawful gains for one’s self or others. Fraud can be broken down into three types: corruption, asset misappropriation and fraudulent reporting, for example, fraudulent financial statements. |
Corruption | means | the misuse of position or power of influence for inappropriate gains for the organization, one’s self or others. Corruption includes any types of bribery; an offering, giving, promising or agreeing to give, demanding or accepting money, assets, or other inappropriate benefits from the government officers, government sectors, private sectors, or responsible person either in direct or indirect action so that such person could proceed or disregard his/her function in order to acquire, retain the business, recommend specific company to the entity, or achieve any improper benefits in business transaction. Exception shall be applied in case of laws, regulation, statement, standard, custom, or business traditions enable to do so. |
Board of Directors had approved the Whistleblowing Policy as a mechanism for the Company’s employees and third parties to report any misconduct, or file for grievances without being discriminated or mistreated should they be aware of any wrongdoing, or fall victim to fraud and corruption, or violation of laws / Company regulations.
Whistleblowing Channel
Whistle-Blowing Reporting Procedures
Investigating the Facts Procedure
Mechanism to Protect Whistle-Blowers
The Company shall maintain a neutral stance in politics and, hence, does not make any political contribution in any forms whatsoever. Nonetheless, the Company recognizes and respects the freedom of employees to exercise their political rights, such as voting or belonging to a political party.
Guidelines
Charitable Contribution and Sponsorships | means | grants or contributions paid to individuals and/or organizations of the public and private sector including the reasonable charities. The objective is to support business operations, brand promotion or the Company's reputation which useful for creating a reliable trade, strengthen a business relationship and in accordance with the company's business ethics handbook (Code of Conduct) that focus on accuracy, transparency and good governance (Good Corporate Governance) in the business. |
The Company has a policy and guidance for charitable contributions and giving money to people in public or private organizations, as well as charitable organizations. It must be transparent and aims for the charity does not expect the benefits or any other consideration that may be considered dishonest and corrupt.
Charitable contribution and sponsorship to public and private sector individuals/institutions, and charitable organizations must be proceeded under the following conditions:
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.
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
The Board of Directors is committed to perform its duties honestly, transparently and diligently in the best interest of all its shareholders to preserve and enhance long-term shareholder value. All important information which may have an impact on the Company’s share price and/or shareholders decisions are fully disclosed on a timely manner.
Guidelines
Customers
The Company aims to provide its customers good value, high quality and hygienic products which are manufactured with the finest ingredients. In addition, continuous research and development along with communication channel is valued to ensure that the customers’ needs are met. This is in compliance with the Company's mission.
Guidelines
Suppliers
The Company strives to forge long-term business relationships with its suppliers and therefore has the policy to always give a fair profit to its suppliers and to respect payment terms and conditions. In addition, in selecting its suppliers, the Company gives all suppliers an equal opportunity to propose their bid. The Company has established the Tender Committee to select its suppliers through the tender process for any transactions which are over Baht 1 million for transparency purpose.
Guidelines
Policy on Selection of Suppliers
The Company emphasizes on the selection of suppliers for the benefit of cost management and operational efficiency. Apart from that, the Company emphasizes on the importance of having suppliers with ethics and good governance, considers the welfare or benefits of the employees, no human rights violation and labour laws including no abuse of the environmental laws, 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
Competitors
The Company believes that competition is the essence of a free and open market and therefore avoids any actions which may prevent, obstruct or discourage potential competitors from entering the markets in which the Company operates in. The Company takes the view that healthy competition encourages product and service innovations in the market place which would increase market standards and ultimately benefit consumers and society at large. In accordance with the Code of Business Conduct approved by the Board of Directors of the Company, the Company will neither engage in any fraudulent act to violate or obtain competitors' trade secrets nor in any infringement of intellectual property or copyright including anti-corruption and anti-bribery for the benefit of the Company's business. Moreover, the Company will not violate legal rights of competitors by any of the Company's actions and decisions which has been stated in the Company's Code of Business Conduct.
Guidelines
Creditors
The Company considers creditors as important business partners and therefore commits to fulfill all of its obligations under contracts to its creditors, to not conceal information nor facts that may damage its creditors, and to notify its creditors in advance in any case where there might be any potential event which could cause the Company to fail to comply with any obligations under contracts including guarantee conditions, capital management, and its debt servicing. In such cases the Company works with its creditors to mutually resolve those potential problems.
Guidelines
Employees
The Company believes that its people are its greatest asset. The Company has taken steps to ensure that all labour laws are complied with and all employees are treated fairly without discrimination or favoritism. The Company regularly review the compensation and welfare benefits to all its employees to be in a competitive rate comparable to the industry norms, related to the Company's short-term and long-term operating results, and to the performance of each individual employee. The Company ensures that the legal rights of employees are not violated. All of these have been included in the Company's code of business conduct.
Apart from this, the Company provides its employees a safe, hygienic, and suitable working environment which has been recognized and certified in compliance with the OHSAS 18001 and TIS 18001 standards by the relevant organizations. The Company has also monitored, evaluated, controlled the risks and developed a safety guidelines and a hygienic work environment. Furthermore, the Company provides a provident fund, and encourages its employees to attend training courses related to their line of responsibility and allows job rotation to enhance and diversify their knowledge and skills.
Guidelines
Social and Community
The Company gives importance to the rights of stakeholders by not violating the rights of other people who live in the community and society, including cooperating with various agencies for developing and supporting the community activities that can create the public’s interest. The Company has a policy to improve the quality of life for the people within the community which includes the development of farmers' careers, technological supporting, knowledge and tools or equipment for farming.
Guidelines
Environment
The Company operates under various laws, standards and regulations in regard to the environmental issues by taking into account the impact on natural resources and the environment. The Company is determine to protect the environment by establishing environmental management system, controlling waste disposal or pollution released from the production process, including using effective technology and closely monitoring the system regularly. The Company also supports and encouraged energy conservation, using alternative energy, development of environmental management system that can reduce greenhouse gas emissions.
The Company also promotes and develop effective and sustainable water resource in order to reduce the conflict of using water with the local community, to also include cooperation in the development, rehabilitation and conservation of water resources in the community.
Guidelines
Innovations
The Company is committed to promote a corporate culture that embraces innovation and ensure management’s inclusion of innovation in operating development plan and corporate strategy.
The Company also promotes innovation in order to enhance long-term value creation for the business in a changing environment. Such innovation may include designing innovative business models, products or services, promoting research, improving production and operation processes, and collaborating with partners/suppliers.
Guidelines
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:
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:
The Company encourages its employees to use the Company’s resources efficiently and protect the assets from damages or losses, including not misusing the resources for personal use or in a non-related business matter.
Guidelines
The Company has an anti-piracy policy which has been clearly stated in the standard operating procedures, of using only intellectual property that it does not own if it is properly authorized to do so, i.e., the use of authorized computer program licenses which would be periodically audited by the internal auditor of the Company.
Guidelines
It is the Company's policy not to undertake actions which might violate the human rights and the relevant laws. The Company will focus on equality and will not discriminate base on difference in physical and mental aspects, race, nationality, religion, gender, age, language, skin, education, social status or any other traits. The Company will treat everyone fairly in every stage of recruitment starting from selection, remuneration, working hours and job holidays, job assignments, performance appraisal, learning and development, career path planning. The Company will not support forced labor in all forms, labor from human trafficking or child labor.
Guidelines
The Company has established a policy to build a healthy workplace for its employees by developing and supporting with adequate and appropriate resources. The Company has provided a safety system and a good hygiene to its employees including its determination in developing the human resources with knowledge, cultivating consciousness on healthcare and safety.
Guidelines
The Company had established a policy regarding the allocation and management of IT resources in order to comply with the business’s requirements by considering the priorities of IT plan such as complying with the strategic plan, impact on the business operations, urgency, budget, IT’s human resources and consistency with the business model etc., The Company has allocated sufficient information technology resources for business operations and has established guidelines to support in the case that it is unable to allocate such resources. The Board of Directors has approved the IT security policy and procedures including safeguard against unathourized access, confidentiality, measures to maintain the integrity of relevant datas and ensure availability of critical data.
Guidelines
The Board of Directors considers it to be a duty and responsibility of every director, executive, and employees to acknowledge, understand, and strictly comply with all policies stipulated in this Code of Business Conduct. This is neither voluntary nor can any corporate member claim he/she is not aware of these guidelines.
Executives of all levels must be responsible for and consider it a priority to ensure that their subordinates truly learn, understand, and comply with this Code of Business Conduct.
The Company does not support any conduct that is against the laws and ethical principles. Should a director, executive, and employees act against the set ethical principles, he/she will receive strict disciplinary punishment. If the misconduct is believed to be an act committed in violation of law and order, rules, and regulations mandated by the government, the Company will forward the case to concerned government authority for further proceeding.
The Board of Directors has made it an obligation to review the “Code of Business Conduct” on a yearly basis.
The Board of Directors considers business ethics a management discipline with which all directors, executives, and employees are required to strictly comply. Violation or non-compliance is considered breaches of discipline according to the regulations related to personnel administration.
Every director, executive, and employees has a duty to comply with, and encourage others to comply with work ethics and Code of Business Conduct. The following acts are considered unethical: