Whistle Blowing

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The Board of Directors of Thai Wah Public Company Limited, subsidiaries or any other related parties (collectively known as 'the Group') is committed to the Group and its executives adhering to high standards of conduct, the consequence of which is that any impropriety must be investigated and appropriate action taken to maintain the reputation of the Group.

The purpose of this Whistle-blowing Policy is to provide the Group's employees and third parties with a mechanism by which they can raise concerns free of any discrimination, retaliation or harassment. The policy provides guidance to employees who feel they need to raise an issue concerning a major wrongdoing, irregularity or impropriety within the Group in confidence.

The Group has set up a confidential procedure to make it easier for any employee who is concerned about wrongdoing or an irregularity within the Group, or who wishes to propose ideas to the attention of the Group, to do something about it.

Events that might trigger the use of this mechanism can cover various types of misconduct, including, but not limited to:

  • A criminal offence or abetment of an offence
  • Sharp practices including corruption, bribery and blackmail
  • Failure to comply with any legal or regulatory obligation or guideline
  • Acts, conduct or omission relating to accounting, records, entries and practices and/or financial reporting or internal controls that is questionable or outside general norm or practices
  • When something is endangering the health and safety of any individual
  • When something is damaging the environment
  • Acts of gross misconduct.
  • Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to the Group
  • When there is deliberate concealment of any of the above types of wrongdoing

If you feel that the circumstances warrant the issue being raised under this procedure (i.e. the circumstances noted above exist), you should raise the matter by directly contacting the list of members as attached in Annexure A.

Anonymous disclosures will be accepted and anonymity and confidentiality will be honoured throughout the process.

The matters will be investigated by the internal audit team which will report the fact findings to the Audit and Risk Committee for consideration.

If further investigation is necessary as a result of your raising a concern, you may be required to provide a statement and/or attend an investigative or disciplinary hearing as a witness with sufficient measures taken to protect you.

The Group does not condone any retaliatory action taken against any employee that has filed a complaint or raised an issue, and it will initiate disciplinary action against any person found to have taken retaliatory action. Appropriate steps will be taken to ensure that your working environment and/or working relationships are not prejudiced by your coming forward and speaking up in the best interests of the Group.

This policy will only apply where a disclosure is made in good faith i.e. if your motivations for making the disclosure are out of genuine concern in respect of the suspected wrongdoing, and where you reasonably believe that the information disclosed and any allegations contained in it are substantially true.

If any disclosure is made in bad faith (e.g. relates to a personal grievance or in order to deliberately cause disruption within the Group), or it concerns information which you do not genuinely believe are true (e.g. rumors), or if the disclosure is made for personal gain, then such a disclosure will constitute a disciplinary offence and may constitute gross misconduct.

Anti-Fraud Policy

The Group requires all of its employees at all times to act with the highest levels of honesty and integrity and to safeguard the Group's resources for which they are responsible.

The term fraud is used to describe such acts as deception, bribery, forgery, extortion, corruption, theft, conspiracy, embezzlement, misappropriation, false representation, concealment of material facts and collusion. For practical purposes fraud may be defined as the use of deception with the intention of obtaining an advantage, avoiding an obligation or causing loss to another party.

Every employee has a duty to ensure that Group assets are safeguarded, especially if he is involved with cash or payments systems, receipts, inventory or dealings with contractors or suppliers. Employees should alert their immediate supervisor where they believe the opportunity for fraud exists because of poor internal control procedures or lack of effective supervision. It is the responsibility of every employee to report details immediately, in accordance with the Group's policy (see above); if they suspect that a fraud has been, is being or may be committed.

Group policy in relation to proven frauds or suspected frauds which come to light, whether perpetrated by an employee or by persons external to the Group, is that the case will be referred to the Police.

The Group will co-operate fully with Police enquiries including revealing the content of any statements, information or other document obtained by the Group in the course of its investigation and/or disciplinary proceedings and these may result in the offender(s) being prosecuted.

Steps will be taken to recover any losses resulting from the fraud, including legal action.

The investigations described above will also consider whether there has been any failure of management and supervision. Where this has occurred appropriate disciplinary action will be taken against those responsible up to including dismissal.

The Group requires its employees to avoid situations involving any direct or indirect conflict between the employee's 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 Group's interest makes it difficult for him/her to objectively and effectively perform his/her responsibilities to the Group.
  • The employee must separate his personal affairs from Group business.
  • The employee must not personally gain, financially or otherwise, by taking advantage of Group property, business opportunities, information of his position, nor can he compete with the Group.
  • Any personal financial or other transaction with anyone having or contemplating having a relationship with the Group should be at arm's length, i.e., on normal and customary terms.
  • The employee may not accept any benefits from the Group that have not been duly authorised and approved pursuant to Group policy, including any Group loans or guarantees of his personal obligations.

Business Transactions

The employee must be extremely careful if he/she has an ownership or other financial or personal interest in any other business because his outside interest could compromise or appear to compromise his duties and loyalty to the Group. Except as noted below, an employee may not own an interest in any company that competes or that does business with the Group (an "Entity'') without prior written approval of his immediate supervisor.

  • To personally make investments in amounts not material to the employee/director and representing less than one percent of an Entity's publicly traded securities; or
  • In circumstances where the employee/director participates in a plan or own an interest in an investment vehicle in which you exercise no influence over investment decisions. Examples of such arrangements include managed accounts where you have granted discretion to the manager or broker, mutual funds, hedge funds or limited partnerships.

Gifts and Entertainment

The Group would remind all employees not to seek entertainment or gifts for yourself or others from anyone with whom the Group does business and not to accept entertainment or gifts that could influence, or appear to influence, any Group decisions.

Unsolicited and infrequent gifts and business courtesies, including meals and entertainment, are permissible if they are: allowed by the operating Group; customary and commonly accepted; of minimal value, and accepted without an express or implied understanding that the employee is in any way obligated by your acceptance of the gift or courtesies. Employees may not accept gifts of cash or cash equivalents.

Group policy bans the offer or acceptance of favours, inappropriate gifts, or the promise of gifts to influence business decisions in any way. Offering, promising or giving gifts to try to influence a public official (either domestic or foreign) is prohibited.

Transparency and Auditability

All directors, senior management and employees shall ensure that their actions in the conduct of business are totally transparent except where the needs of business security dictate otherwise. Such transparency shall be brought about through appropriate policies, systems and processes, including as appropriate, segregation of duties, tiered-approval mechanism and involvement of more than one manager in key decisions and maintaining supporting records. It shall be necessary to voluntarily ensure that areas of operation are open to audit and the conduct of activities is totally auditable.

Whistle Blowing Channel

Board of Directors
Email: bod@thaiwah.com
Facsimile: 0-2285-0268
Post: Board of Directors
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120
Audit and Risk Committee
Email: arc@thaiwah.com
Facsimile: 0-2285-0268
Post: Audit and Risk Committee
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120
Internal Audit
Email: ia@thaiwah.com
Facsimile: 0-2285-0268
Post: Internal Audit
Thai Wah Public Company Limited
Thai Wah Tower I, 20th – 21st Floor,
21/59, 21/63-64 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120

Whistle Blowing Form

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