Code of Conduct and Treatment towards Stakeholders
The Company will treat all stakeholders with honesty, fairness and equality without discrimination under good corporate governance, rules of law, rules, regulations, customs, good morals.
1. Practices and Responsibilities towards Shareholders
1.1 To commit to the business operations with good operating results, being able to generate the profits to grow continuously and stably; to strengthen competitive potential and create added value for the shareholders in the long run;
1.2 To perform the duties with honesty and fairness to all shareholders for the best overall benefit;
1.3 To manage by applying the knowledge and management skills to be applied to the fullest extent in every case, including the decision to take any action shall be done with transparency, circumspection and carefulness;
1.4 To report the financial position, performance and non-financial information of the Company to the shareholders equally, consistently and completely according to the fact;
1.5 To seek no benefits for oneself and related persons by using any information of the Company which has not been disclosed to the public and do not take any action in a manner that may cause the conflict of interests;
1.6 To ensure that the shareholders have the equal rights to receive information about the status and performance of the Company;
1.7 To ensure that the shareholders are entitled to receive the equal share of profits in form of dividends;
1.8 To ensure that the shareholders have equal rights to attend the meeting by which the Company will inform the shareholders about the rules and regulations used in the meeting, voting rights for each type of stock, voting process, comment expression;
1.9 The Company will hold at least one general meeting of the shareholders. Such meeting shall be called the “Annual General Meeting”. Such general meeting shall be held within four months after the end of the accounting year of the Company. Other meetings of shareholders shall be called the “Extraordinary Meeting”;
1.10 Prior to the shareholders' meeting, the Company will send the invitation letter for the Annual General Meeting of Shareholders in both Thai and English languages together with the agenda and opinions of the Board of Directors toward the stock exchange within the period specified by law and deliver to the shareholders and the registrar at least seven days in advance of the meeting and make it available for dissemination through the Company's website at least thirty days before the date of the shareholders' meeting unless there is a reasonable ground by assigning the Company, Thailand Securities Depository Center Ltd. (Securities Registrar) to act as the Company's registrar to send the documents including various information to the shareholders of the Company;
1.11 Upon the shareholders' meeting, the Company determines the right of the shareholders in the following matters:
• All shareholders have the right to attend and vote at every meeting by being able to attend the meeting and vote on every agenda except for the agenda in which any shareholder has an interest and the provisions of the law prohibiting voting on that agenda;
• The Company will provide sufficient information about the business to the shareholders for decision-making at each meeting which has been prepared according to the relevant laws and guidelines that the Securities Exchange of Thailand and the Office of the Securities and Exchange Commission prescribed;
• The right to appoint the directors individually and remove the directors as required by law;
• The right to appoint an auditor;
• The shareholders can appoint other persons as the representatives of shareholders to attend the meeting and cast the vote and make a prescribed letter of power of attorney as required by law;
• The shareholders can check their own shareholding information on the closing date of the share transfer suspension registry at the Company or Thailand Securities Depository Center Ltd.
1.12 The Company has a policy that every director has a duty to attend every shareholders' meeting unless in the case of reasonable grounds and assign the Company’s secretary to be responsible for operating on the date of the shareholders' meeting in order to be transparent, effective and to facilitate the shareholders in every meeting including allowing the shareholders to exercise their right as follows:
• Date, Time and Venue of the Meeting
- Upon organizing each meeting, the date, time and venue of the meeting will be determined by the Company at the locality where the Company's head office is located or nearby provinces or at any other places as determined by the Board of Directors;
- The Company arranges to vote on the agenda for consideration on each agenda item and vote for each item in the event that there are many items in the agenda, e.g. the appointment of directors;
- Any voting or approval of any business at the general meeting is required to be approved by a majority vote of the shareholders attending the meeting and having the right to vote, unless in the following cases where a vote of not less than 3/4 of the total number of votes of the shareholders who attend the meeting and have the right to vote;
a. The sales or transfer of the entire business of the Company or significant parts to other persons;
b. Buying or accepting business transfers of other public companies or a private company to be under the ownership of the Company;
c. Executing, amending or terminating the contract relating to the lease of all company's business or significant parts; assigning other people to manage the Company's business or a merger with another person with the purpose of sharing profit and loss.
- The Company requires the use of technology in the shareholders' meeting both the shareholder registration, score count and display so that the meeting operation shall be carried out quickly, correctly and accurately;
- The chairman of the meeting or the person assigned by the chairman of the meeting will report the vote counting result from the letter of power of attorney sent before the meeting together with the votes in the meeting and notify the meeting for its acknowledgment;
- The company requires the clarifications and reasons to support each agenda or to support the resolutions as requested specified in the invitation to the general meeting and/or the extraordinary shareholders’ meeting or in the attachment of the meeting agenda, excluding any action which limits the opportunities of the shareholders to study the Company's information; Preparation of Minutes of the Shareholders' Meeting
2. Practices and Responsibilities towards Government Sector
- The company will prepare the minutes of the meeting after every meeting by recording the number of shareholders who attended the meeting by themselves and authorize other persons to attend the meeting both the number of shareholders and the number of shares including the proportion of the number of shares attending the meeting compared to the total number of shares sold;
- The minutes of the meeting will be completed within 14 days from the date of the shareholders' meeting by which at least the following information: the list of directors and executives attending the meeting and the proportion of directors attending the meeting, not attending the meeting, method of voting and vote counting, meeting resolutions and voting results (approved / disapproved / abstained / invalid ballots / total) of each agenda, questions and answers in the meeting, including the name-surname of the questioner and the answerer. In this regard, the shareholders can view the details of the minutes of the said shareholders' meeting and can download it from the Company's website;
- The Company will disclose the voting results of each agenda of the annual general meeting and/or the extraordinary meeting of the shareholders to the public on the next working day in accordance with the rules prescribed by law.
Upon transaction with the government, the act that incentivizes the state or its employees to act improperly shall be avoided. However, getting to know and building good relationships between each other under the appropriate manner can be performed, e.g. meeting in public places, to congratulate on occasions, festivals, or according to tradition etc. The Board of Directors, executives and employees will strictly adhere to the following guidelines:
2.1 To act properly and honestly when it is time to contact the officials or government agencies;
3. Practices and Responsibilities towards Customers
2.2 To strictly comply with the laws related to business operations;
2.3 Directors, executives and employees shall cooperate with regulatory agencies and report the information about the violations or non-compliance with the laws or regulations to that agencies;
2.4 The Company encourages directors, executives and employees to exercise their rights as good citizens according to the constitutional law and other related laws.
3.1 To commit to produce the quality products in order to create the satisfaction in products and services together with the delivery of products with speed and on time;
4. Practices and Responsibilities towards Business Partners
3.2 To listen to the problems/complaints from the customers and rectify them so that the customers can get a quick response along with an assessment of customer satisfaction to be used for the improvement/ development of better products and services further;
3.3 To comply strictly with the conditions toward the customers, in the event that any conditions cannot be complied with, the customers shall be notified immediately in order to jointly consider an outcome or a solution;
3.4 To contact, meet and coordinate with the customers in good manner;
3.5 To maintain customer’s confidential information and not to misuse the customer's information for the benefit of oneself or other related persons.
4.1 To refrain from receiving or paying any benefits dishonestly in dealing or negotiating business with business partners; to treat business partners fairly and equally, to be based on obtaining the fair returns for both parties;
5. Practices and Responsibilities towards Trade Competitors
4.2 To determine the procurement policy clearly and fairly and abide by the contracts/trade conditions agreed with trade partners strictly. In the event that the conditions cannot be complied with, it will promptly notify the partners to jointly consider a solution using the principle of reasonableness;
4.3 To provide the opportunities for business partners to conduct business legally and join the campaign against corruption.
The Company has a policy to treat the competitors in accordance with international principles under the framework of the law on the principles of trade competition, not infringing on the confidentiality or perceiving the trade secrets of competitors by means of fraud with the following guidelines:
5.1 To operate within the framework of generally accepted good competition rules;
5.2 To seek no confidential information and the legitimate rights of trade competitors dishonestly or inappropriately;
5.3 To destroy no reputation of trade competitors by making malicious accusations;
5.4 To take no action that infringes the intellectual property of others or trade competitors.
6. Practices and Responsibilities towards Creditors
6.1 To treat the creditors equally and fairly which is based on the obtaining of fair returns for both parties;
6.2 To strictly comply with the contracts or conditions agreed upon. In case of being unable to comply with the conditions it will promptly notify the creditor to collectively consider the outcomes or solutions using the principle of reasonableness.
7. Conduct and Responsibilities towards Employees
The Company always recognizes that every employee is the most valuable resource of the Company and a factor of success in achieving the goals of the Company. Therefore, the Company provides care and fair treatment in terms of opportunities, rewards, growth in their duties and fields, development of competence, knowledge and abilities, participation in organization development by which the Company adheres to the following practices:
7.1 To determine to recruit the knowledgeable and competent personnel under the moral system,
non-discriminatory, no distinction of origin, ethnicity, religion, status, academy or any other status that is not related to the operation;
7.2 To determine fair compensation and welfare for the employees according to the market conditions, business competition, nature of work, performance and the ability of the Company;
7.3 The appointment, relocation, rewarding and punishing of the employees shall be in good faith, in appropriate to knowledge, ability, responsibility and performance and avoid any unfair action which may have an impact on the job security of employees;
7.4 The skill development, enhancement of knowledge and ability, creation of virtue and awareness among employees to perform their duties with integrity, honest, transparency, fairness, discipline and conduct in compliance with the Company's rules and regulations through activities such as trainings, seminars and participation in various activities;
7.5 The Company focuses on social responsibility, community; gives support, including participating in promoting the social and community development;
7.6 To treat the employees with courtesy; give respect to the privacy right, fundamental right; do not disclose or transmit confidential information, personal data to third parties or unrelated parties unless having the written consent of the employees;
7.7 To treat the employees under the legal framework, rules, regulations relating to the work of the Company;
7.8 To provide the necessary facilities to perform the duties as well as maintain the working environment to be safe for the life, health and properties of the employees at all times in order to promote and improve the quality of life of employees;
7.9 To prepare an employee's operating manual to ensure the smooth operation;
7.10 To encourage the employees to participate in setting the direction of operations and company development;
7.11 To provide the opportunities for the employees to have communication channels for the suggestions or complaints about work of which such suggestions or complaints will be seriously considered by the supervisors, executives or anybody who has been assigned to determine how to fix for the benefit of all parties and build a good working relationship.
8. Practices and Responsibilities towards Society and Environment
The Company believes that the business will have continuous and stable growth if the society is peaceful and the environment is sustainable, the Company realizes that being a good member of society and being responsible for the environment through the process of promoting, creating, supporting and assisting various projects which shows the responsibility for sustainable development according to the Company's capacity.
8.1 To participate in the promotion and preservation of good traditions and culture, as well as to act as a good religious person in sponsoring religious activities on a regular basis;
8.2 To cultivate the awareness of social responsibility in resource utilization, both in the form of raw materials, capital, personnel and energy, etc., intelligently, efficiently and promote and campaign to conserve the natural resources for the employees at all levels continuously;
8.3 To promote the Company to operate the business with consideration for the conservation of the environment, natural resources, energy, having the regulatory agencies; to establish the good management standards, comply with the requirements of the law or other requirements related to the Company's business operations;
8.4 To build a good relationship between the Company and the community and society on the basis of justice, transparency and fairness.
9. Giving and Accepting Bribes, Receiving Money, Gifts and Business Entertainment or Any Other Benefits from People who do Business with
The Company hopes that the Company's business operations are in a direction of a fair competition. However, the reception, receiving or giving a gift according to the tradition to maintain a good relationship between each other is something that should be followed appropriately by which the guidelines are determined as follows:
9.1 Directors, executives and employees shall not demand or receive any benefits from business partners, contractors, suppliers, consultants, and those the Company does business with;
9.2 Directors, executives and employees shall not offer any benefits to government officials, customers or third parties to induce them to act in a wrong way;
9.3 Directors, executives and employees shall not accept the properties, things, gifts, souvenirs in cash, cheques, bonds, stocks, gold, jewelry, real estates, any gifts or any other benefits personally which induces the neglect of the performance of their duties. However, before receiving the souvenirs, you should make sure that you comply with the law, regulations and in accordance with the Company's business ethics. The items or gifts given to each other in their work should be less expensive and appropriate for each occasion;
9.4 Directors, executives and employees shall not give the properties, things, gifts, souvenirs in cash, checks, bonds, stocks, gold, jewelry, real estates, any gifts or any other benefits personally to motivate the decision making or resulting that the recipient does not comply with the same trading practices as other trading partners or those the Company does business with or those involved with whom they have contacted both in government agencies and private agencies unless at the festival at the right value and is not related to the business commitments and is given on behalf of the Company openly, not concealing. However, giving items on occasions or on various agendas shall not have a value that is beyond the norm.
9.5 In the case of the agents, contractual parties, partners or any other persons who want to give the gifts, presents or reception on behalf of the Company, the prior approval shall be given by the Company;
9.6 Accepting gifts according to the tradition, if the employees receive the gifts that their value are beyond the norm from the persons doing business with the Company, the employees shall report to their supervisors and deliver such gifts to the Human Resources and Office Administration Department;
9.7 Not being an intermediary in offering money, assets, things or any other benefits to people related to business, government agencies or any organizations in exchange for the privileges that should not receive or causing the government officials to refrain from the rules, regulations and prescribed legal practices;
9.8 Spending on business entertainments and other expenses related to the performance of business contracts can be conducted, however, it shall be spent reasonably, not being an intentional act of domination or reward any person to gain any advantage;
9.9 The remuneration from the promotional campaign shall not be a bribery in order to obtain an agreement to do business together and not for the benefit of any person which can be obtained in the case of giving and receiving between the company.
The Board of Directors commits to conduct the business with honesty, transparency and fairness under the framework of the law, ethics and good corporate governance guidelines as well as supporting anti-corruption in all forms and is well aware that the corruption affects the development of the economic, social and security systems of the country, therefore, the anti-corruption policy has been formulated by which the guidelines are as follows:
10.1 Directors, executives and employees, including contractors or subcontractors of the Company shall strictly follow the anti-corruption policy by not committing any act related to corruption in any form, whether directly or indirectly, for the purpose of benefiting themselves, families, friends and related persons;
10.2 Do not engage in any behavior that indicates the intention of corruption whether it is giving or accepting bribes or the bribery of the government and private officials or stakeholders related to the Company in order to obtain the benefits in a wrong way;
10.3 Do not neglect or ignore when seeing the acts that are considered to be the corruption in connection with the Company. It is the duty to notify the supervisor or responsible person and cooperate in the investigation of facts. If you have any questions or concerns, you should consult with your supervisor or person responsible for monitoring the compliance with this policy through various channels specified by the Company;
10.4 The Company will provide fairness and protection of persons who reject corruption or report the clues about the corruption related to the Company by using measures to protect the complainants or those who cooperate in reporting the corruption according to the measures of protection and confidentiality set forth by the Company and having a policy that there will be no demotion, punishment, or adverse effects on personnel who reject the corruption, although such act will cause the Company to lose the business or miss an opportunity to gain new business. The Company believes that the policy which does not accept corruption completely, will help create the value for the Company. In this regard, the Company has determined the work process of each unit to be a guideline for defining roles, duties and responsibilities, having a follow-up process that can be checked.
10.5 A person who commits the corruption will be considered of a violation of the Company's policy. which shall deserve a penalty according to the rules and regulations of the Company and in the event that such acts are illegal, he/she shall be prosecuted according to the law further;
10.6 Board of Directors and the Executive Committee realize the importance of disseminating the knowledge, understanding with the personnel in the organization and those related to the Company about anti-corruption in order that the personnel in the organization and related persons shall comply with the
anti-corruption policy and set a good example for honesty, ethics and code of conduct;
10.7 The Company provides a risk assessment process, regular and appropriate and efficient internal audit and control to prevent the corruption.
11. Prevention of Conflicts of Interest
The Company considers as an important policy not to allow the directors, executives and employees to take the opportunity of being directors, executives or employees of the Company to seek personal benefits and in doing business that competes with or is related to the Company, therefore, the practices for directors, executives and employees of the Company shall be determined as follows:
11.1 Directors, executives and employees shall not spend their working time or the Company's resources for personal business interests, e.g. searching for information or contacting personal matters during work, including avoiding accepting work or outside activities which may affect the efficiency of work in the Company to be deteriorated;
11.2 Directors, executives and employees shall avoid the situations that may influence their work or decision-making or may affect the honesty that that person has to the Company, e.g. using the positions in the Company to purchase or hire family members, friends or someone close to them; using the positions in the Company to influence for personal business interests, etc.
11.3 Directors, executives and employees shall not seek the personal benefits that conflict with the Company's interests and shall not allow their personal reasons or reasons of family members to influence on the decisions that deviate from the principles, taking into account the interests of the Company as a priority.
The Company assumes that directors, executives and employees are responsible for keeping the Company’s confidential information strictly, especially the insider information that has not been released to the public and may affect the business or stock price. The directors, executives, and related persons and employees shall not use the insider information for their own benefits in trading the Company's shares and disclose the Company's confidential information to business competitors, even after being retired as the directors, executives, or employees of the Company. The Company has its own ways to prevent and use the Company's insider information for personal gain or for others as follows:
12.1 Board of Directors requires the directors, executives and employees of the Company with insider information, including the related persons, e.g. the couples who live together and the underage children have changed the number of shares held by them, to report the changes in the Company's securities holdings in accordance with Section 59 of the Securities and Exchange Act within three working days from the date of purchase, sales, transfer or receipt of transfer;
12.2 To limit the recognition of insider information only to the directors, executives, employees or insiders who are involved as necessary and define clearly the authority of personnel authorized to disclose the Company's information;
12.3 To send messages via Line Application Line or E-Mail to all directors, executives and employees with insider information, informing the period of prohibition of trading in the Company's securities and prohibiting the disclosure of insider information, financial statements information during the period of one month before disclosing the financial statements to the public;
12.4 To determine the regulations for computer system security and information of the Company in a strict manner;
12.5 Do not use company information to seek the benefits for oneself or others;
12.6 Do not disclose the company's information that should not be disclosed unless it is the information that is authorized to be disclosed or is information that has been published to the public;
12.7 Do not disclose the business information to the competitors even after the termination as the directors, executives and employees of the Company.
13. Responsibility to the Company and the Company's Properties
13.1 Protection of Company’s Properties
The Company encourages the directors, executives and employees to use the Company's resources and properties most efficiently to increase the competitiveness and provide good services to the customers. The guidelines are set forth as follows:
• Shall use the Company's properties and resources economically and for maximum benefit, not using them for personal or third parties’ gain;
• Shall take care of any properties of the Company to prevent depreciation, damage or loss or misuse, eliminating the exploitation whether directly or indirectly;
• Shall make various documents with honesty, prudence and in accordance with the specified standards;
• Shall not falsify the Company's books, reports or documents;
• Shall supervise the storage of important documents of the Company completely in time as required by relevant laws or regulations and after the expiration of the period of time required to maintain the documents, the employees involved shall ensure that destruction is carried out in an appropriate manner.
13.3 Use of Computers and Information Technology
• Computer, information technology and various information used for work is deemed to be the property of the Company. The directors, executives and employees should not use the computers and information technology for personal gain;
• Executives and employees shall not reveal their passwords used to access the Company's information system to other persons;
• Executives and employees shall not disclose the information contained in the Company's information system or information purchased by the Company without permission;
• Executives and employees shall not change, copy, erase or destroy the Company's information without permission
• Executives and employees shall not modify hardware devices or install any equipment other than the equipment installed by the Company;
• Executives and employees shall not install the software programs other than those installed by the Company;
• Executives and employees shall not use the electronic mail of the Company to transmit slanderous information, messages making disgrace or messages that are vulgar, obscene, threatening, harassing or annoying to others;
• Executives and employees shall use the internet to seek information and knowledge that is useful for working and avoid the websites that are illegal or infringe on intellectual property;
• Executives and employees shall use other devices that the Company provides with a sense of
responsibility by taking into account the benefits of the Company.
13.4 Non-Violation of Human Rights and Non-Discrimination
The Board of Directors respect for the human rights by which the guidelines are set forth as follows:
• The Company and its employees will treat each other with courtesy and respect to each other. No matter where the employees work, in any position, they are required to be treated equally. Everyone has the opportunity to learn and develop its own potential to the fullest extent; has the freedom of opinion to the extent that it does not infringe on the freedom of others under the provisions of the law;
• To promote, protect and encourage the respect for the right to protect, guard and respect fundamental human rights at all levels. No one will be treated unfairly or discriminately whether the discrimination on the basis of race, religion, ethnicity, color, gender status, age, appearance or physical appearance, language, political opinion, property or any other legally protected nature;
• Directors, executives and employees have duties and responsibilities to promote the right in accordance with social norms and international regulations in every where the Company operates its business and to ensure that such business operations do not engage in acts or refrain from acts that violate human rights or discrimination.
13.5 Non-infringement of Intellectual Property
The Board of Directors has a policy of not infringing on intellectual property by which the guidelines are set forth as follows:
• To conduct business in accordance with the laws, regulations and contractual obligations related to the intellectual property rights;
• To take care of the work which is the intellectual property of the Company and not to use such intellectual property or allow other people to use it without permission;
• To respect the intellectual property of others, do not infringe or use other people's work for personal gain unless permission or compensation is given to the owner of the work;
• The work that employees have created or arising from the performance of their duties shall be deemed as the Company's intellectual property and when the employee is retired, such intellectual property shall be returned to the Company no matter what format the data is stored in.
13.6 Political Rights and Other Activities
• The Company encourages directors, executives and employees to exercise their rights according to the stipulated laws and the constitution. However, there is no policy to support the politics, both directly or indirectly;
• The superiors shall not act, order or influence their subordinates to participate in all types of political activities;
• Participation in political activities is a personal right, not a right on behalf of the Company. However, participation in such activities shall not affect the Company's operations;
• Directors, executives or employees shall not impersonate the Company's reputation including bringing the Company's properties to be used in activities that are not the activities of the Company.
13.7 Safety, Occupational Health and Working Environment
The Board of Directors emphasize on the safety, occupational health and working environment by which the guidelines are set forth as follows:
• To conduct business in accordance with the laws, rules and regulations on safety, occupational health and working environment taking into account the safety of life and property and health impacts of the employees, partners and stakeholders, including the monitoring and evaluation at all times;
• To support for safety at work by defining rules, practices and standards for safe working as well as improving working conditions, environment to ensure safety at all times;
• Employees shall comply with the safety, occupational health and work environment laws and other requirements related which are applied to work in each work section for various dangers to be under control and has an minimal impact on the employees or operators within the Company;
• To establish the preventive measures and operational manuals in order to avoid injury and illness from various activities within the Company, by focusing on the upgrading of the management system for continuous development;
• To set up a system to deal with emergencies by creating a contingency plan and practicing regularly to build confidence for the employees or operators within the Company including the community and society;
• To support the development of employees to have knowledge and support the safety activities, occupational health and working environment to create awareness of the employees at all levels to operate in a safe and correct way;
• To promote and support the participation of employees or workers within the Company in operating safety, occupational health and working environment.
Code of Conduct of Directors, Executives and Employees
Directors and Executives
1. To perform duties with responsibility, caution, honesty and integrity by complying with the policies, rules, regulations and laws related to the Company's business operations;
2. To perform duties to the best of their ability for the maximum benefit to the Company including attending every meeting unless there is a necessity;
3. To perform the duties with impartiality by which in the meeting there are matters to be considered, any interested director shall leave the meeting and refrain from participating in making decisions on such matters;
4. To perform the duties in dealing with the conflict of interests with prudence and reason by adhering to the benefits of the Company, avoiding conflict of interests for the transparency in effective management;
5. Do not disclose confidential business information of the Company to unrelated persons, especially competitors which may cause damage to the organization or stakeholders unless where it is required by law, even after the termination of the position of directors and executives of the Company;
6. Do not use the opportunity or information obtained from being the directors and executives in seeking personal benefits or running a competitive business or in connection with the acquisition or disposition of listed securities of directors, spouses and underage children. They shall comply with the notification of the Committee of the Stock Exchange of Thailand, Re: Practices relating to the acquisition or disposition of securities of directors and employees and report to the Board of Directors of the Company to be acknowledged in the next meeting;
7. Directors, executives and employees of the company with insider information (including related persons, e.g. spouses or cohabiting partners and underage children) shall not exchange the Company’s securities in order to seek benefits for themselves or related persons by using company information that has not been disclosed to the public for more than one month prior to the disclosure of the financial statements to the public. “The Secretary of the Board of Directors will notify the Board of Directors one day in advance, whenever the directors, executives and employees of the Company with insider information (including related persons, e.g. spouses or cohabiting partners and underage children) shall buy or sell the Company's securities, report the transaction to the Securities and Exchange Commission (within three days) in accordance with Section 59 of the Securities and Exchange Act”.
8. There will be an evaluation of the Board of Directors' performance annually.
1. To support and cooperate in the operation of the Company regularly and perform the duties assigned to the best of their ability in order to bring good results and progress for the Company and employees;
2. To comply with the laws, policies, work regulations, and relevant notifications;
3. To comply with the lawful orders of the superiors;
4. To perform the duties with intention, honesty, integrity and do not seek benefits for themselves or others by virtue of the work performed with the Company;
5. To perform the duties responsibly, cautiously and without negligence, causing the damage to the work or assets of the Company;
6. To maintain trade secrets and do not use the insider information of the Company to be disclosed to the third parties;
7. To commit to work as a team; assist, having unity and respecting each other for the benefit of the Company and employees;
8. To treat the visitors with good-natured manner and excellent management; to maintain the image and reputation of the Company;
9. To treat the colleagues with kindness and good human relationship; do not accuse others without the truth, including not claiming the works of others as their own;
10. To behave as a good citizen according to the constitutional law and related laws by using political rights appropriately, avoiding the engagement of illegal activities or which is contrary to public order, good morals of the people;
11. Do not borrow money from the customers, persons related to the customers or those who do business with the Company unless borrowing money from the banks or financial institutions.
Supervision of the Compliance with the Code of Conduct
Diagnosis of Doubt
The superiors are responsible for giving advice to the subordinates to understand and perform the work according to the prescribed ethics. If the code of conduct does not cover any circumstances or if they still have the questions, being unable to act or make decisions, they shall consult the superiors at a higher level in the hierarchy. In the event of a conflict, the decision of Managing Director, Chief Executive Officer, Board of Directors shall prevail and be final.
Supervision of the Compliance with the Code of Conduct
The Company defines it as the duties and responsibilities of all directors, executives and employees to acknowledge and understand and strictly abide by the policies and practices set forth in this Code of Conduct and cannot claim that they are not aware of this established practice.
The executives at all levels in the Company shall take responsibilities and prioritize that all employees under their line of command acknowledge, understand and act seriously in accordance with this Code of Conduct in order to achieve the business goals while maintaining business ethics for the benefit of shareholders, stakeholders, company and society.
The Company does not wish to experience any illegal actions that are contrary to good ethics. If any directors, executives and employees commit any violations of the prescribed code of conduct, they shall be subject to the disciplinary action set forth by the Company and if it is believed to be against the laws, rules, orders or regulations of the state, the Company will refer the matter to the government officials for further action without delay.
Board of Directors and the Audit Committee require an annual review of the Code of Conduct by bringing the problems from the whistle blowing or complaints or from the risk assessment to be a topic for review in order to prevent the recurrence of problems or problems that may arise in the future.
Whistle Blowing or Complaints
The Board of Directors provide the opportunities for employees and stakeholders to lodge the whistle blowing or complaints, if a matter that is found may be an illegal act, corruption, failure to comply with the Code of Conduct or wrongdoing conduct of the directors, executives and employees of the Company as well as the behavior that may cause problems or cause damage to the Company, including in the event of a violation of personal rights or lack of fairness through the following channels and processes:
Matters under Whistle Blowing or Complaints
1. When witnessing the corrupt acts related to the organizations, either directly or indirectly, e.g. experiencing the bribery or receiving bribes of the government or private agencies or their officials;
2. To experience the acts that violate the procedures according to the Company's rules and regulations or affect the internal control system of the Company until it is suspected that it may be a channel for corruption;
3. To experience the acts that make the Company lose the benefit, affecting the reputation of the Company;
4. To experience the unlawful, immoral business code of conduct.
Whistle Blowing Receiving Channels or Complaints of Corruption
The Board of Directors assign the Audit Committee to consider receiving the whistle blowing and complaints of matters that may cause suspicion of violations of the law, immorality, code of conduct and corruption by which the channels for receiving the matters are as follows:
To Notify via Electronic Mail at:
or Notify via Post Office by specifying the Envelope Page to or directly submitting at:
1. Chairman of the Audit Committee
Address: Thai Rubber Latex Group Public Company Limited, 99/1-3, Village No. 13, Bangna - Trad Road Km.7th, Bang Kaew Sub-district, Bang Phli District, Samut Prakan Province 10540
In the case of whistleblowers or complainants having the complaints to the Board of Directors, please send the complaints directly to the Chairman of the Audit Committee.
Persons who can lodge the whistle blowing or complaints relating to the corruption are all stakeholder groups of the Company, namely: shareholders, customers, competitors, creditors, government sectors, communities, societies, executives and employees of the Company. However, no matter how you notify by any of the above methods, the Company will keep your confidentiality.
Procedures for Conducting the Investigation
1. Upon receiving a whistle blowing, the Chairman of the Audit Committee or an authorized person will be a moderator to investigate the facts;
2. During the investigation of the facts, the Chairman of the Audit Committee or an authorized person will periodically inform the progress results to the whistleblower or the complainant by setting a period of time to investigate the facts until the completion of the consideration within 30 days and can extend the period of investigation and consideration until the completion of no further than 30 days;
3. If the investigation of the facts found that the information or evidence available constitutes a reasonable ground to believe that the accused actually committed the corruption, the Company will grant the accused the right to be informed of the allegation and the right of the accused to prove himself/herself by seeking additional information or evidence demonstrating that he/she has nothing to do with the alleged corruption.
4. If the accused has actually committed corruption, that corruption is deemed to be a violation of the Company's anti-corruption policy. The accused will be subject to disciplinary action according to the regulations set forth by the Company and if the act of corruption is illegal, the offenders shall be subject to the legal penalties. In this regard, the disciplinary punishment according to the Company's regulations, verdict of the Chairman of the Audit Committee is final.
5. The fraudulent complaints or wrong channels: The reporting of complaints, whistle blowing, giving statements or providing any information, if it is proved that the act is dishonest or wrong channel, if it is an employee or staff of the Company, that person will also be subject to the disciplinary action according to the standard penalty. However, if it is a third party and the Company is damaged, the Company will consider prosecuting that person as well.
In the case of complaint, the Company's director, chairman of the audit committee, is responsible for receiving matters, seeking information and verifying facts as informed in order to report to the Board of Directors to jointly consider and determine the punishment as deemed appropriate.
Measures to Protect and Maintain Confidentiality
In order to protect the rights of the complainants and informants acting in good faith, the Company will conceal names, addresses or any information that can identify the complainants or the informants and keep the information of the complainants and the informants confidential with only those who are responsible for investigating complaints and have the access to such information.
In the event of complaints against the Company's directors, the Chairman of the Audit Committee will act to protect the whistleblowers or complainants, witnesses and informants in the investigation of facts not to suffer any harm or injustice arising from the whistle blowing, complaints, witnessing or providing information by asking the complainants to send the matter directly to the Chairman of the Audit Committee.
The Chairman of the Audit Committee has the duty to exercise the discretion as he/she deems appropriate in order to protect the whistleblowers or complainants, witnesses and informants in the investigation of facts not to suffer any harm or injustice arising from the whistle blowing, complaints, witnessing or providing information.
The Chairman of the Audit Committee can assign any executive to act on behalf using discretion to order the protection of safety of the whistleblowers or complainants, witnesses and informants. The assigned executive shall not be involved in the matter that has been reported of whistle blowing or complaint either directly or indirectly (e.g. the accused is an immediate subordinate to himself/herself).
In this regard, the person receiving information from performing duties related to complaints have a duty to maintain information, complaints and documentary evidence of the complainants and the information providers and keep them as confidential. Do not disclose information to any other person who has no relevant duties unless it is a disclosure in accordance with the duty required by law.
The Company will listen and deal with all complaints equally, transparently and fairly. The systematic and fair measures to protect the complainants shall be applied. The information of the complainants will be kept as the confidentiality of the Company.
Channels for Disclosure of Whistle Blowing Information
The Company has disclosed a channel for the notification of whistle blowing or complaints via the Company's website, annual report and annual data sheet in order to enable all groups of stakeholders to contact/complaint about the potential offenses.
Persons who commit corruption will be punished according to the rules and regulations of the Company and in the event that such acts are illegal, they will also be prosecuted according to the law. The Company has determined the penalties for those who do not comply with the Code of Conduct as follows:
1. To verbally admonish and record;
2. To make a written warning:
3. To suspend the work for not more than 30 days without pay with warning notes;
4. To terminate the employment contract without compensation.
The Company will consider the penalty according to the severity of the offense committed in corroboration with the history, behavior and intention of the offender, which the Company may punish under any of the following or several at the same time without the necessity to arrange them in the order mentioned.
Publication of Code of Conduct
1. The Company provides the communication of Code of Conduct to all employees in the organization to be acknowledged and a written acknowledgment has been signed and provides a training on Code of Conduct.
2. To post the Code of Conduct on the board in a prominent place that people in the organization can view it.
3. The Code of Conduct is published through various communication channels of the Company, e.g. circulars, notifications on boards, intranets, Company’s websites, annual disclosure report.
4. The Company arranges for a review or improvement of the Code of Conduct to keep it up-to-date to ensure that the guidelines that have been adhered to are in good faith and with acceptable standards.
This Code of Conduct of Thai Rubber Latex Group Public Company Limited is a discipline that the directors, executives and employees shall understand and adhere to. The directors, executives and employees are not allowed to act that is contrary to this Code of Conduct and guidelines for work. If there is any unclear or any problems other than those set forth in practice, the directors, executives and employees should consult with their respective superiors to jointly consider the solutions or discuss the appropriate guidelines further.