Anti corruption policy
The company provides a Business Code of Conduct manual to serve as a guideline for directors, executives, and employees of the company group, based on responsibility, transparency, and integrity. It establishes a framework for consistent operations that uphold ethical principles and consider stakeholders' interests. The company's Business Code of Conduct outlines key principles, including compliance with laws, regulations, rules, announcements, and orders; responsibility to the environment; treatment of intellectual property; anti-corruption measures; treatment of customers; conduct with business partners and/or creditors; treatment of competitors; community and social responsibility; treatment of employees; handling of complaints; human rights and non-discrimination; political neutrality; and the protection of personal data.
The company reviews its Business Code of Conduct annually. Additional information on governance policies, practices, and the company's business code of conduct can be found in the attached document No. 5, 'Full Governance Policies and Practices and Full Business Code of Conduct.'
Anti-Corruption Measures
Scope
This policy covers the activities of Phetchsrivichai Enterprises Public Company Limited and its subsidiaries, including New Biodiesel Co., Ltd., P.C. Marine (1992) Co., Ltd., P.K. Marine Trading Co., Ltd., Phetchsrivichai Co., Ltd., and Pako Trading Co., Ltd.
Policy and Guidelines on Anti-Corruption
The company has established the following anti-corruption and anti-bribery policy :
- ● Directors and executives must immediately report to the Board of Directors and the Audit Committee in the event of corruption, suspicion of corruption, or any actions that violate the law or exhibit other irregularities that may significantly impact the company's reputation or financial status. Examples include conflicts of interest, corruption, irregularities, or significant weaknesses in the internal control system.
- ●Procurement must be conducted in accordance with the company's operational procedures, ensuring transparency and accountability. Any financial support must be provided in the name of the company and in compliance with company regulations. If employees receive gifts of unusual value due to customary practices from business partners, they must report to their superiors accordingly.
The company adheres to copyright laws and the Computer Crime Act to ensure that computer usage within the organization is efficient and standardized. The following guidelines must be observed :
- ●Software used within the company must be legally obtained, with the Software License Agreement registered under the company or its investors (except for software without copyrights).
- ●The installation, updating, modification, or removal of any software on company computers can only be carried out by the Information Technology (IT) Department or with IT's approval. If employees need to use software outside the standard suite, they must notify IT.
- ●If unauthorized software installations are detected, the employee responsible for the installation, as well as users of the affected computer, will be held accountable for violating company regulations and/or the law.
- ●Company software must not be used on personal computers without permission.
- ●Company software must not be shared with non-company personnel or used for commercial purposes without authorization (e.g., lending, renting, or selling).
- ●Company software must not be copied, distributed, modified, or altered without permission.
- ●All software developed for company purposes is considered company property. The company holds full rights to such software, and employees are prohibited from distributing or using it for commercial gain (e.g., forms, reports).
- ●Antivirus software will be regularly updated by the IT Department. Users are required to scan for viruses whenever external data is introduced.
- ●Employees must exercise responsibility and sound judgment when using company software to avoid damage that could negatively impact the company's business operations.
- ●Both company employees and external personnel involved in using company software must agree to and comply with this policy. Any violations will result in disciplinary action and legal consequences.
To ensure business operations are conducted with integrity, transparency, and in a manner that upholds the company’s good reputation, as well as in compliance with the conflict of interest policy, the company has set forth the following guidelines for directors, executives, and employees to follow:y
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●Personal Business or Dual Employment: Directors, the Chief Executive Officer, the Managing Director, and employees who wish to engage in personal business or take on secondary employment while working for the company must obtain written approval from the company. This approval will be granted only if the secondary employment does not conflict with the company’s interests.
- ●Media Disclosure: Employees are prohibited from disclosing information about the company’s business to the media unless authorized by the company.
- ●Misuse of or Information: Employees must not use their position or company information for improper personal gain.
- ●Receiving Gifts: Employees must avoid creating the impression that they expect gifts from business contacts. They should avoid receiving gifts, especially cash. Employees must obtain written approval before accepting external positions for business or social causes, and such positions must not conflict with the company’s interests.
- ●Shares in Other Companies: Directors, executives, and employees who hold shares in companies not engaged in the same business as the company or its affiliates must avoid using their company position or company-acquired knowledge to benefit those businesses unless written permission is obtained from the company.
- ●Confidential Information: Employees must not disclose or use any confidential company information, including operational processes and business data, during or after employment. Employees must not copy company documents in any form. Upon resignation, they must return all confidential documents to the company without warning, unless they have been given special permission to retain them. Employees may only benefit from inventions if those inventions are not related to company knowledge or business. If related, all documents and findings must be given to the company, which will then have full ownership and rights to the invention.
- ●Spousal or Family Employment: Employees must notify management if their spouse or close relatives work for major competitors, subcontractors, clients, or government agencies related to the company’s business. Employees should avoid situations that could create a conflict of interest and consult with the company if avoidance is not possible.
- ●Financial Obligations: Employees should avoid financial obligations with clients, client agents, or company contractors. This includes loans, borrowing, fundraising, or any financial arrangements. Standard credit terms when purchasing products from clients are acceptable, but payments must be made on time.
- ●Company Name Use: Employees may freely use the company’s name, but they must not misuse it to seek attention, credit, or services, as such actions could harm the company’s reputation.
- ●Responsibility for Actions: Employees cannot excuse their actions by claiming ignorance of company regulations or their consequences. If unsure whether their actions might violate company policies or harm the company’s interests, employees must consult their supervisor and seek approval before proceeding.
The company has established measures and procedures for the approval of related-party transactions and transactions involving the acquisition or disposal of company assets. These guidelines are in compliance with the regulations of the Securities and Exchange Commission (SEC) and other relevant laws, as follows:
- ●Regular Business Transactions and Supporting Business Transactions: Transactions such as the purchase and sale of goods or the provision of services are considered regular business transactions. The company’s policy requires the Audit Committee to review and provide opinions on the rationale and necessity of such transactions. The transactions must involve fair and reasonable terms that do not lead to the transfer of benefits when compared to similar transactions conducted with the public or with unrelated parties. The Audit Committee reviews these transactions quarterly, ensuring compliance with the Securities and Exchange Act, regulations, notifications, orders, or requirements of the Stock Exchange of Thailand (SET), as well as disclosure requirements for related-party transactions.
- ●Non-Regular Business Transactions: For transactions outside regular business activities, such as transactions involving assets or services, or financial assistance to or from the company, the Audit Committee is responsible for reviewing and providing opinions on the rationale and necessity of these transactions. The company complies with the Securities and Exchange Act, SET regulations, and disclosure requirements for related-party transactions and significant asset transactions involving the company or its subsidiaries. The company does not engage in lending funds to individuals with potential conflicts of interest for personal business operations or activities on behalf of the company.
- ●Disclosure of Related Transactions: The company discloses related-party transactions in accordance with the guidelines and procedures established by the Securities and Exchange Commission (SEC).
- ●Compliance with Section 88 of the Public Limited Companies Act B.E. 2535: All directors must comply with Section 88 of the Public Limited Companies Act B.E. 2535, which requires directors to promptly notify the company in the following circumstances: (1) having a direct or indirect interest in any contract executed by the company during the fiscal year, including details on the nature of the contract, the contracting party, and the director’s interest (if any); and (2) holding shares or debentures in the company or its subsidiaries, specifying any changes in holdings during the fiscal year (if any).
The company places great importance on fairness, integrity, and mutual benefit in its relationships with business partners. The company expects its partners to strictly comply with laws and regulations while maintaining good business ethics. In competitive business areas, the company adheres to fair competition principles and practices fairness in borrowing from creditors and repaying debts. To uphold these principles, the company has established the following guidelines:
- ●Do not request, receive, or provide any dishonest benefits in dealings with business partners.
- ●Strictly adhere to all agreed terms and conditions with business partners.
- ●In cases where it is not possible to comply with the terms, promptly inform the business partner in advance to collaboratively seek reasonable solutions.
- ●Implement policies or measures for reviewing and screening business partners, such as suppliers and contractors. The company supports doing business with partners who operate fairly, do not violate human rights, and are socially responsible.
- ●Avoid cooperation or support for individuals or organizations involved in illegal activities or those that pose a threat to society and national security.