Anti-Corruption Policy

The Company is committed to pursuing its business operations, with an emphasis on transparency with ethics and responsibility to shareholders, customers, employees, society and other stakeholders. The Company has the policy that the Directors, the Management and all levels of employees are prohibited from operating or accepting, soliciting, demanding, or accepting assets or other benefits to other persons in business dealings with the Company, whether directly or indirectly, as a motive for them to do or refrain from doing any act to acquire or keep benefits that are unsuitable to the business to perform in compliance with the principles of good corporate governance, codes of conduct and/or related to the terms and regulations or any legal issues to create sustainable value and long-term growth of the business.

Objective

1. All employees must not induce to act or refrain from acting that may lead to malfeasance and corruption, and not get involved in corruption, whether directly or indirectly.
2. To support all employees’ roles and responsibilities to take part in the activities of the Anti-Corruption Policy.
3. To conduct its business with fairness and enhance the confidence of its stakeholders.

Scope of Anti-Corruption Policy

Stakeholders of the Company who are involved in the Anti-Corruption Policy are classified into 2 major groups as follows:-

1. Internal: Director, Management Team, and all levels of staff/employees
2. External: Customer or suppliers, contractors, sub-contractors, business partners, creditors, governmental authorities and private officers.

Definition

Corruption means any type of bribery; an offering, agreement to give, giving, promising to give, soliciting, or receiving of money, assets, or other inappropriate benefits from 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 a specific company to the entity, or achieve any improper benefits in business transactions. Exceptions shall be applied in the case of laws, regulations, statements, standards, customs, or business traditions that are enabled to do so.

Roles and Responsibilities

The Board of Directors is responsible for determining the policy, monitoring, and forming of an effective system supporting the anti-corruption act in order to affirm that the Management Team is intensively concerned with, emphasizes, and cultivates an anti-corruption mindset as the Company’s culture.

Presidents and the management are responsible for determining the anti-corruption system, promoting, and encouraging that anti-corruption manners are conveyed to all staff and related parties. This also includes reconsideration of systems or regulations in order to best adjust to business changes, regulations, standards, and laws.

The Audit Committee is responsible for the revision of financial and accounting reports, internal controls, internal audit functions, and risk management so that such operations are concise, appropriate, effective, and conform to global standards.

The Internal Audit Director is responsible for auditing, assessing, and evaluating whether business transactions are accurate and comply with guidelines, approval authorities, standards, laws, and policies in such monitored departments in order to assure that the internal controls are sufficient and suitable for probable risk in corruption. This shall be directly reported to the Audit Committee.

 

 

Anti-Corruption Guidelines

1. Staff members shall not be negligent in any corruption conditions involved directly with the Company. All staff members must notify such acts to supervisors or the responsible person provided in particular channels, including cooperating with any fact-finding investigation.
2. A person who commits corruption is considered for disciplinary offenses. This means such person is to be considered for discipline according to the Company’s standards. Legal prosecution may be applied in case such acts violate laws.
3. The Company shall be fair and provide safeguards for staff members who report corruption cases relating to anti-corruption.
4. The Company understands the importance of dissemination, knowledge sharing, and constant communications with employees.
5. The Internal Audit Department of the Company will be responsible for reviewing and evaluating internal control systems, disclosure of Company information, and to review implementation of the provisions and risk management systems that can mitigate risks against corruption and report directly to the Audit Committee.

Provision in Implementation

Implementation of Anti-Corruption Policy (to interact properly with business partners and the related parties who have conflicts of interest)

All employees will be responsible for adhering to the Company’s Anti-Corruption Policy in their business connections with customers, suppliers and all parties concerned. (Thereinafter called “related parties who have conflicts of interest” who have a direct impact on business operations)

1. The employees must comply with the Anti-Corruption Policy and measures, the Company’s corporate governance principles and code of business conduct and hospitality activities from other persons in business dealing with the Company.
2. The employees must not accept gifts, entertainment and hospitality offerings or entertainment and hospitality activities from other persons in business dealing with the Company, whether directly or indirectly.
3. Employees must not be corrupt or accept corruption in any form under any circumstances, related to the business without getting prior approval from the direct supervisors. Any acceptance thereof as above from other persons must comply with the Anti-Corruption Policy and measures, the Company’s corporate governance principles and code of business conduct and must not have any impact on the business decision of said employee.
4. Employees must not perform any act to acquire or keep benefits from their positions in the Company to accept gifts, entertainment and hospitality offering or entertainment and hospitality activities from other persons in business dealing with the Company.
5. Whenever the employees advise the HR department of the Company, those actions must not go against the benefits and/or recruitments of the Company and employees must refrain from doing any act to acquire or keep benefits that go against relevant laws and regulations.
6. There are to be no close relationships between supervisors and those under their supervision within the same departments such as married couples, or parents or offspring, that may impose conflicts of interest.
7. The Business Relations and Procurement Process with the Public Sector or all types of bribery or illegal payments are prohibited in all business transactions, operations, and connections to the government.
8. Corrupt persons who violate or fail to comply with the anti-corruption measures must face punishment under the Company’s rules and may also face prosecution if the action violates the law.
9. Employees must be granted an approval from their supervisors before offering all types of gifts (such as the Company’s products) or entertainment and hospitality activities to other persons for business purposes, to be in compliance with the Anti-Corruption Policy and measures, the Company’s corporate governance principles, and its code of business conduct. In case of emergency that in any circumstances, supervisor approval has not been granted in advance, such employees are deemed to get an approval from their supervisors immediately after offering all types of gifts (such as the Company’s products) or all forms in any circumstances to other persons for business purposes.
10. Employees must not acquire or take benefits from their positions in the Company to perform inappropriate relationships, sexual harassment and other verbal or physical harassment of a sexual nature, any kinds of treatment or consideration of, or making a distinction in favor of or against (discrimination based on race, sex, disabilities or religion). This also includes burglary, threats, force or any other kind of action that violates the law.
11. Employees should ask or request opinions from their supervisors or responsible persons when the employees face or have doubt about any act that is considered corruption in order to avoid any arguments.

Disclosure of the Anti-Corruption Policy

1. The Company announces the written publication of the Anti-Corruption Policy and measures as a principal guideline for employees to follow.
2. The Company discloses the written publication of the Anti-Corruption Policy and measures through the Company’s channels, such as letters, the Company’s website and Annual Report.
3. The Anti-Corruption Policy needs to be reviewed regularly, including with a possible revision of such policy.

Additional practices regarding prevention of corruption

The Group has an anti-corruption policy focused on promoting morality, ethics, transparency in business practices in accordance with the Company's business ethics, as well as conducting business with an effective management system, that is transparent and verifiable. In addition, the Company encourages its personnel at all levels not to be involved in any corruption directly or indirectly, and promotes the participation of employees at all levels in preventing and combating corruption related to the Company's business, including the Company., has trained employees at all levels.

The Group has a policy of giving or receiving gifts, as well as other benefits from individuals or companies engaged in business with the Company so as not to cause conflicts of interest. Any special compensation or incentives of value from third parties with business relevance. Employees of the Company must first be approved by direct supervisors. However, this is Receiving such gifts must be in accordance with the rules. Business traditions or business etiquette and must not influence employee business decisions.

In addition, the Group has a policy of not authorizing or encouraging unlawful payments or bribing government agencies, and also clearly determines how to report whistleblowers or complaints in cases where unlawful acts are witnessed. The Company also sets out guidelines for conducting investigations and penalties in the Company's anti-corruption policy.

4) Whistleblowing

1. Complaints or recommendations

           1.1 A complaint if encountering any acts that are considered corruption, either directly or indirectly.

           1.2 Any act that is considered corruption and/or has a direct effect on the internal controls of the Company, to cooperate in the fact-finding investigation stipulated by the Company’s regulations.

           1.3 Any act that has a direct impact on the Company’s reputation and benefits.

• Any misconduct that goes against the law, morals or business ethics.

2. Whistleblowing or complaint channels

All employees are obliged to report to the following persons and/or agencies when they see fraud, or corruption related to the Company's activities that violate this policy by using one of the channels.

3. Internal feedback mechanism (internal complainant)

           (1) Head of Audit Head of Human Resources or Head of Legal Affairs

           (2) Feedback box

           (3) Electronic mail (E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.)

4. External feedback mechanism (external complainant)

• Letter : Mrs. Orapin Liaopiratana

Senior Executive Vice President

TPI Polene Public Company Limited

26/56 Chantad Mai Road, Tungmahamek, Sathorn, Bangkok 10120

• Electronic mailbox (E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.)
• Letter : Audit Committee

TPI Polene Public Company Limited

26/56 Chantad Mai Road, Tungmahamek, Sathorn, Bangkok 10120

• Tel. 02-285-5090 or 02-213-1039 ext. 12962 / 12963 – Internal Audit Department

Identities and confidentiality protected

1. 1. Identities protected

As the whistleblower or the person filing the grievance in good faith is greatly beneficial to the Company and all employees, said whistleblower or the person subject to such grievance and parties involving in the fact-finding and reporting process, regardless of the difficulties they might have, the Company will ensure that no employees shall be demoted, penalized or be otherwise affected because they honestly decline to participate in corruption.
The Company has a policy to investigate such reports with equality, transparency, care, and fairness and subject them to a proper investigation. All information will be kept confidential and only be revealed when necessary while we will take into consideration the safety of and damage to the whistleblower or the person filing the grievance, which will be carried out in a confidential manner to ensure staff that make the reports will have their identities protected.

2.  Names and Confidentiality Protected

The whistleblower or the person filing the grievance (various groups of stakeholders or employees) may choose not to reveal his or her name, address or contact number unless he or she feels that such a disclosure will enable the Company to inform him or her of the progress. Information will be kept confidential and only be revealed when necessary while we will take into consideration the safety of and damage to the whistleblower or the person filing the grievance. The Company will hear all such reports with equality, transparency, care, and fairness and subject them to a proper investigation, which will be carried out in a confidential manner to ensure the staff members who make the reports will have their identities protected.

Fact-Finding Process and Penalties

1. Having received the grievance, the Management Representatives, whose members consist of the Compliance Unit and the Audit Committee, will be responsible for conducting an investigation.
2. During the fact-finding process, the Management Representatives and the Audit Committee might ask the Management Representatives to keep them informed of the progress of further investigation.
3. In case tips or grievances are found to contain material evidence, the person committing corruption or violating or failing to comply with the anti-corruption measures will be granted an opportunity to acknowledge the charges and will have the right to defend themselves by providing additional information or evidence that they weren’t involved in any corruption or that they violated or failed to comply with the anti-corruption measures as accused.
4. In case the person who committed corruption or violated or failed to comply with the anti-corruption measures, is proven guilty, the Company will take actions in accordance with the established procedures to investigate and levy disciplinary punishment on employees at fault relating to corruption matters.Such person will be considered for discipline according to Company standards. Legal prosecution may apply in case such acts violate the laws. The Management’s decision is considered the final judgment for punishment on employees at fault relating to corruption matters.

Disclosure of the Anti-Corruption Policy

1. The Company announces the written publication of the anti-corruption policy and measurements as a principal guideline for employees to follow.
2. The Company discloses the written publication of the anti-corruption policy and measures through the Company’s channels, such as letters, the Company’s website and annual report, etc.
3. The anti-corruption policy needs to be reviewed regularly, including with a possible revision of such policy and implementation provision in order to be in accordance with business changes, regulations, standards, and laws.