Code of Conduct

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Definitions

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.

Code of Business Conduct

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

Introduction

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.

Objective

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.

Definitions

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.

Scope of the Policy

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.

Anti-corruption Policy

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

  1. Executives, the Company’s staff or persons acting on behalf of the Company, shall not request, provide, persuade or promise to provide or accept bribery or any forms of inappropriate payments including facilitation payments.
  2. The Company’s staff shall not be negligent in any corruption conditions involved directly with the Company. All staff must notify such act to supervisors or responsible person, as well as provide cooperation in the investigation process.
  3. The Company shall provide fairness and safeguard staff who informs corruption cases relating to the Company by applying Protection Policy for appellant, witness or persons who incorporate with Anti-corruption information as stated in the Whistleblowing Policy.
  4. A person who commits the corruption is to be considered disciplinary action followed by the Company’s standard. Besides, possible legal penalty may be applied, if such act violates the laws.
  5. The Company shall disseminate, share the knowledge and establish a common understanding with other people who are involved or affect the Company, especially on matters involving Anti-corruption Policy.
  6. This Anti-corruption Policy covers to Human Resource Management process starting from recruitment, selection, promotion, training, evaluation, compensation and benefits provided to staff. All supervisors at all levels must communicate and establish common understanding of the policy with staff to apply in the business activities under their responsibility and to monitor the effectiveness of implementation.
  7. Charitable contributions and sponsorships to individuals or organizations, to both government or private sectors, must be transparent for charity purposes, and not be made with the expectation for favorable treatment in return that may be considered as fraud or corruption. The request and approval processes must be performed in accordance with the Company’s guideline on charitable contributions and sponsorships.
  8. The provision and acceptance of gifts are permitted according to local tradition. However, the Company does not encourage its staff to accept gifts from business partners beyond reasonable amounts. The provision and acceptance of gifts must not be made for influence to impair the objectivity.
  9. The Company prohibits the provision or acceptance of gifts that include advantages in exchange for the business treatment/agreement in return.
  10. The Company’s staff shall avoid providing or accepting gifts or other advantages that may constitute bribery or raise suspicions about integrity issues or conflicts of interest which may impact the Company’s reputation.
  11. The Company prohibits providing or accepting money, services, gifts, or anything of values to/from government officials or the private sector in exchange for benefits or inappropriate business advantages.
  12. The request and approval process for gifts must be performed in accordance with the Company’s Announcement or guideline on gifts.
  13. The Company’s staff shall create and sustain organization’s culture representing that corruption is unacceptable in every business transaction dealing with both public and private sectors. All stuff shall raise awareness by working honesty, ethically and transparency without engaging in fraud and corruption.
  14. The Company adopts a political neutrality policy and will not participate or make a political contribution to any activities of political parties, political groups, or politicians, whether directly or indirectly. The Company shall not allow political supporters to use the Company’s resources or premises for political activities.
  15. The Company has no policy to demote or punish or mistreat any employee who denies corruption even though it may cause the Company to lose business opportunity.

The Additional Guideline

The Chief Executive Officer has the authority to order or establish the additional guideline to align with the Anti-corruption Policy.

Roles, Duties and Responsibilities

  1. The Board of Directors is responsible for establishing policies, monitoring, and forming an effective system or guideline supporting Anti-corruption practices in order to affirm that the Management or the Executives intensively emphasize Anti-corruption.
  2. The Audit, Risk and Corporate Governance Committee is responsible for revision of financial and accounting reports, internal audit, risk management process, anti-corruption policies and measures including reviewing the guidelines for monitoring and implementing the Anti-Corruption Policy to ensure the appropriateness and efficiency of the internal controls.
  3. The Chief Executive Officer and the Executives are responsible for establishing guidelines or implementing methods to support the Anti-corruption Policy, as well as for setting communication channels and organizing training program relating to the Anti-corruption Policy, regulations and implementation methods/procedures for staff, personnel and all related persons. They also are responsible for reviewing the appropriateness of related procedures to align with any changes in business, procedures, regulations and applicable laws.
  4. The Company’s staff are responsible for complying with the Anti-corruption guidelines and all related announcements. The Company’s staff must report to their supervisor or to a designated reporting channel, when they have any queries or encounter any suspicions of fraud or breach of the Company’s regulations.

Measures

Procedures for monitoring risks from fraud and corruption

  1. Put in place the audit process, internal control and risk management systems covering key operating systems, such as, purchasing, account recording and payment systems, etc., aiming to prevent and monitor fraud and corruption risk.
  2. Set forth a risk management system suitable to the Company's business nature by identifying risks level from fraud and corruption that may arise and establishing appropriate preventive measures, measurement methods and resources required to mitigate the risks and evaluating the performance under the established risk management plan.

Guidelines for Monitoring and Evaluating the Implementation of the Anti-Corruption Policy

  1. Internal Audit Unit is set up to oversee the internal control system, corporate governance and to provide recommendations continuously by conducting audit in accordance with the annual audit plan including reporting significant results with recommendations to the Audit, Risk and Corporate Governance Committee.
  2. Risk Management Department is responsible for evaluating the fraud and corruption risk on a regular basis to ensure that the Anti-Corruption Policy is implemented effectively, including monitoring, reviewing and improving the guidelines on a continuous basis, with the assessment results being presented to the Risk Committee and reported to the Audit, Risk and Corporate Governance Committee.
  3. If there is an action that may have a significant impact on the Company’s financial position or operations, including an offense or breach of laws or the Company’s Code of Business Conduct or guidelines for the Anti-Corruption Policy, the Audit, Risk and Corporate Governance Committee will report such matters to the Board of Directors.

Communication

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.

Disciplinary Actions

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.

Definitions

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

  1. Before giving or accepting a present and hospitality to/from associates, the Employees should make sure that the price is appropriate to the occasion and complies with laws, regulations, announcements or custom in each locality.
  2. Avoid giving or accepting valuable item, service or hospitality that can cause influence to impair the objectivity and wrongfully act.
  3. Keeping records of expenses as evidence of the value of the items service or reception, so that they can be examined later.
  4. In the case that Employees have been assigned or permitted by their superior to an outside agency, they may receive money, items, or presents according to the guidelines or standards set by the outside.
  5. Be cautious when giving items, services and hospitality to the superior or internal people/units, and the case of receiving items, services and hospitality from the subordinate or internal people/units. Such activity must not create motivation leading to unfair decision making.

Definitions

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

  • Telephone : 66 2 285 0040 ext. 2701
  • Facsimile : 66 2 285 0255
  • Postal mail : Head of Internal Audit Unit
    Thai Wah Public Company Limited
    21/11, 21/13 Thai Wah Tower 1, 6th Floor
    South Sathorn Road, Tungmahamek, Sathorn Bangkok 10120, Thailand
  • Email : The Chairman of the Board - bod@thaiwah.com
    The Chairman of Audit, Risk and Corporate Governance Committee - arc@thaiwah.com
    Head of the Internal Audit Unit - ia@thaiwah.com
  • Website : www.thaiwah.com

Whistle-Blowing Reporting Procedures

  • The whistle-blower can complain via whistleblowing channels verbally or in writing.
  • If the whistle-blower wishes not to disclose his/her name, there must be sufficient factual details or clear evidence to provide grounds for believing that a violation of laws, rules and regulations or the Company’s Code of Conduct had occurred in the Company’s business.
  • The complaint shall be deemed confidential. However, if he/she does disclose his/her identity, this would allow the Company to report him/her the outcome of the investigation or additional particulars concerning the matter of complaint.

Investigating the Facts Procedure

  • Upon receiving the whistleblowing, the Internal Audit (IA) team as assigned by the Audit, Risk and Corporate Governance Committee (ARCG) will gather all the reported cases and ensure that the issues raised are professionally and independently addressed.
  • IA team will then investigate, access and propose the appropriate procedures for managing the whistleblowing to the ARCG.
  • The ARCG will consider the results and enforced the disciplinary actions based on the Company’s rules and regulations and/or file the police report.
  • The ARCG Chairman will then report the conclusions of the investigation to the Board of Directors.

Mechanism to Protect Whistle-Blowers

  • All concerns and irregularities will be treated confidentially and access to the information will be limited only to responsible persons. Any information of the whistle-blower will not be disclosed.
  • The collaborator and the officers involved in the investigation will be protected as well as the whistle-blowers.
  • If the whistle-blower made an allegation in bad faith or for personal gain, appropriate action will be taken against him/her which might be disciplinary action and/or file the police report.
  • If a whistle-blower believes that he/she is being subjected to discrimination, retaliation, or harassment for having made a report, he/she should immediately report those facts to the Board of Directors or the Audit, Risk and Corporate Governance Committee or the IA Team through one of the above whistle-blowing channels.
  • Those who incur harm will be compensated in a fair and appropriate manner.

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

  • Avoiding any act that others might construe as signifying the Company’s involvement in, or supporting or preferring to a political program or party, political group, person with political influence or election candidates.
  • Exercising the political right on your behalf and avoiding any activity influencing other people to believe that it is done on the Company’s behalf.
  • Refraining from expression of political opinions at the workplace or during working hours, as this might lead to conflict.

Definitions

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:

  • Organizations that are credible, and legally established.
  • The charity contribution must be under the Company’s name, and are made in a transparent and legal manner, in compliance with the Company’s rules and regulations and Delegation of Authority. Proofs of contribution must be clear and accountable.
  • Donation should not be made under an individual’s name unless specified in the request for sponsorship, and with written proof of request of sponsorship. Payment will not be in cash.
  • Monitoring should be conducted to ensure that the donation and sponsorship fund are used genuinely for charity, or in accordance with its purpose (without any hidden agenda nor for improper business interests.)
  • Employees are to seek approval according to the Company’s reimbursement procedure and the Delegation of Authority prior to actual reimbursement of charity contribution and sponsorship fund. In the reimbursement request, names of charitable institution/organization, and rationale must be specified for traceability purpose.

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.

1. The Board of Directors and/or Executives are expected to:

  1. Lead and support the employees to comply with the Code of Business Conduct.
  2. Frequently review the subordinate’s ethical performance.
  3. 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.
  4. 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.
  5. 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.
  6. Support cooperation between the Company and the various groups of stakeholders in order to secure the wealth and stability of the business.
  7. Resolve conflicts of interest carefully, honestly, fairly, and independently in the best interest of the Company.
  8. 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.
  9. Disclose information correctly, completely, transparently, and on a timely basis together with adequate supporting data, if any.
  10. 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.
  11. 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.
  12. 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.
  13. Ensure all corporate business is conducted in accordance with high standards of corporate governance with legally and ethically accepted corporate practices.
  14. 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.
  15. The Chief Executive Officer of the Company shall obtain prior approval for any External Directorship from the Nomination and Remuneration Committee.
  16. 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.

2. Employees of the Company are expected to:

  1. Acquire an understanding of the contents of the Code of Business Conduct especially those relating to the duty and responsibility.
  2. 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.
  3. 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.
  4. Inform when finding incompliance with the Code of Business Conduct via assigned channel and giving cooperation to fact-finding investigation.
  5. 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.
  6. Perform their duties diligently and punctually and not abandon or disregard any duty or work that has been assigned to them.
  7. 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.
  8. 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.
  9. 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.

3. Non-compliance with the Company’s Code of Business Conduct

  1. Failure to comply with the Company’s Code of Business Conduct
  2. Suggesting, encouraging or supporting to violate the Company’s Code of Business Conduct
  3. Ignoring or remaining indifferent when a violation of or non-compliance with the Company’s Code of Business Conduct is noticed
  4. 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.

4. Guideline for Practices toward Stakeholders

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

  1. 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.
  2. 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.
  3. 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.
  4. The Company has invited the shareholders to propose the agenda items in advance of the Annual General Meeting.
  5. 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.
  6. Dealing with a conflict of interest in a careful and reasonable manner, and the disclosed information shall be completely and sufficient.
  7. 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

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

  1. Conduct business, both in production, sales of products, and services, in a safe and environmental-friendly manner
  2. 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
  3. Conduct business with integrity, honesty, and fairness, and do not take any action that would violate customer rights. Safeguard customer confidentiality and/or customer privacy, 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
  4. 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.
  5. 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

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

  1. Conduct business, both in production, sales of products, and services, in a safe and environmental-friendly manner
  2. Safeguard customer confidentiality, and refrain from abusing it for personal interest or for the interest of other parties
  3. 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
  4. Do not demand or agree to receive assets or any improper benefits that are not stipulated in the trading agreement
  5. Avoid having business with suppliers that violates human rights or violate intellectual property rights.
  6. Do not engage in business with a supplier who has committed illegal or unethical behaviour and morals.
  7. Promote and encourage business partners/suppliers to operate in accordance with sustainable development towards social and environment.

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

  • 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

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

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

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

  1. Treat all creditors in an equal and fair manner
  2. Strictly comply with all the terms and conditions agreed upon, particularly on credit guarantee, and capital management
  3. Duly and accurately disclose financial position
  4. 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

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

  1. Treat all employees fairly and in accordance with laws, the Company’s work-related rules and regulations
  2. 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
  3. Support and promote trainings for skill and knowledge development of all employee to enhance opportunity for professional advancement based on their competence and capability
  4. Provide fair and proper remuneration on the basis of skills, competences, performances, and job responsibility
  5. Provide proper benefits and privileges to employees, i.e., medical care, providence fund, etc.
  6. Provide facilities needed for work operation. Maintain a safe and sanitary work environment

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

  1. Do not violate the rights of others in the community and society
  2. Cooperate with other agencies in community development. Support community’s activities for public benefits and develop better living standard for the community, including development of farmers, support for technology, knowledge and tools in agriculture
  3. Promote good relationship between the Company and community/society on the basis of integrity, transparency, and fairness

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

  1. Operate in accordance with environment-related laws, standards, and regulations, taking into consideration resource and environmental impact, environmental protection, manage the waste disposal and/ or pollution derived from the production process and general usage by monitoring and using technology effectively
  2. 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
  3. Support development and dissemination of environmental-friendly technologies
  4. Promote and implement energy conservation, renewable energy, and environmental management system development which can reduce greenhouse gas emissions
  5. Promote and develop effective and sustainable water management in order to reduce the conflicts in using water with the local community. Develop, rehabilitate and conserve water resources in the community
  6. 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

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

  1. Promote a corporate culture that embraces innovation and ensure management’s inclusion of innovation in operating development plan and corporate strategy.
  2. Promote 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.

5. Conflict of Interest

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.

6. The Use of Inside Information

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 Corporate Governance Policy and 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 one month before and up to the date of the announcement of results for each of the first three quarters and the full-year results of the Company’s financial year.
  • 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. 2559, which can be accessed at www.sec.or.th

7. The Usage and Safeguarding of the Company’s Resources

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

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

8. Anti-Piracy Policy

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

  1. Operate business in accordance with laws, regulations, and obligations on intellectual property rights
  2. 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
  3. 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)
  4. Report the superiors if infringement of intellectual properties or any act that may lead to dispute against the Company’s intellectual properties are found

9. Anti - Human Rights and Labor Violation Policy

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

  1. 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
  2. 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
  3. 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
  4. Do not use forced labor, human trafficking labor, and illegal child labor

10. Health and Safety

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

  1. Comply with laws, standards, and regulations related to health and safety including working environment in order to prevent or mitigate any possible impact
  2. Immediately report the superiors if any abnormality is found with regard to machinery, equipment, and workplace which may affect health and safety
  3. 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
  4. 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
  5. Cultivate consciousness on healthcare and safety among employees throughout the organization to ensure sustainable work safety

11. Allocation and Management of Information Technology Resources

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

  1. Allocate suitable information technology (“IT”) resources for business operation, and lay out a plan on information technology, i.e., budget, human resources, and urgency
  2. Conduct IT risk assessment , and outline IT security measures
  3. 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
  4. 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
  5. 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

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:

  1. Noncompliance with work ethics and Code of Business Conduct
  2. Instigating, encouraging, and endorsing others to act against work ethics and Code of Business Conduct
  3. Neglecting an act of violation, and ignoring noncompliance with work ethics and Code of Business Conduct when aware
  4. Not cooperating or hindering the investigation/interrogation of facts
  5. Any unfair act against a plaintiff as recorded in the unethical report
  1. Mild Violation Executive will receive a written warning, indicating nature of the transgression, and information on the ground of violation. He/she will be given an opportunity to rebuke the allegation. If no resolution can be sought, the issue will be brought to the disciplinary committee, appointed by Chairman of the Board of Directors. Decision of the disciplinary committee will deem final. Repeat of violation or failure to rectify the first act of violation based on the written warning will result in strict disciplinary punishment which may include dismissal with no compensation for termination.
  2. Serious violation, which include the following acts: giving and receiving bribes, frauds, disclosure of the Company’s confidential information or intellectual properties to third party, any conduct that defames the Company’s prestige, and failure to disclose information or important documents to the superiors, may result in immediate dismissal with no compensation for termination without a written warning.
  3. Policies and guidelines on anti-corruption are parts of the work disciplines of 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 in accordance with related laws.