ANTI-CORRUPTION POLICY MALEE GROUP PUBLIC COMPANY LIMITED
Malee Group Public Company Limited (the “Company”) places the importance on business operations with righteousness by adhering to the principle of work administrations with honesty, transparency, accountability, responsibility and due care to stakeholders, societies and environments under Good Corporate Governance and Business Ethical Code of the Company which, in this respect, the “Anti-Corruption Policy” was made as guidelines for expressly clear practical implementations in carrying out the business and development of the Company toward a sustainable organization. The Company fosters the Anti-Corruption Policy against all forms of corruptions and is firmly determined to get everyone in the organization and related parties to understand and practice the anti-corruption and prevention in all Company’s business activities by practicing as follows:
1) Anti-Corruption Policy
“No directors, the management nor employees of the Company shall accept any and all forms of corruption practices, directly or indirectly, which are taking things, gifts, accepting hospitalities, taking collections, donations and any other advantages for personal benefits from people dealing business with the Company”. These people shall extend to thoroughly cover employees of business partners, customers and stakeholders of all groups both in country and abroad. Duty performances shall also be reviewed to ensure the practical implementations in accordance with the Anti-Corruption Policy on a regular basis at least once a year.
• Definition of “Corruption”
Means bribe giving irrespective of any forms whatever by making an offer, a covenant, promise to give or demanding or receiving things (whether in the form of money/properties) or any other benefits which are inappropriate to the government officials, government and private organizations, business partners, customers and stakeholders of all groups, whether directly or indirectly, in order to persuade such persons to act or omit to perform their duties so that the Company’s business can be maintained or receiving special recommendation, in particular, or that any other benefits inappropriate to the business can be acquired or maintained except in the case provided by law, regulation, notification, rules, local custom or trade tradition that such practices are permissible.
• Definition of “Giving Things or any other Benefits”
Means the giving of a special right in the form of money, property, thing or any other benefits as a gratitude or reward or in order to establish a good relation.
• Definition of “Bribe Giving”
Means the making of an offer or an acceptance of thing, gift, reward or any other advantages either for personal benefits or from a person wanting to persuade some dishonest, illegal or unethical act on the Company to be performed.
• Definition of “Revolving Door”
Means the individuals from the public sector working in private sector or the individuals in private sector working on public sector policies in a manner that undermines the image of the credibility and integrity of the government’s functioning or policy making which may cause potential risk of corruption in terms of conflicts of interest and the organization acting in an impartial supervision.
• Definition of “Bribe Giving”
Means a person who has the powers and duties to perform duties for the State or a government agency such as a government officer, employee of a public organization, state enterprise employee political office holder to cover retired employees and their families.
2) Anti-Corruption Policy Implementation Guidelines
Directors, management, and employees of all levels of the Company and its affiliates must strictly comply with the Anti-Corruption Policy and Business Ethical Code by refraining from doing any behavioral acts in a manner likely to be expressed as a bribe acceptance or bribe giving to stakeholders in respect of the duty performance on the matter for which he/she is responsible, whether directly or indirectly, in order to illegally acquire interest for personal benefits or benefits of friends, or other related persons. In this respect, the practical implementations must be undertaken with due care on the matter with high risk to give rise to a corruption, as follows:
• The Company’s directors, management, and employees must comply with the Anti-Corruption Policy and Working Ethical Code by absolutely refraining from getting involved with any corrupt practices, whether directly or indirectly.
• The Company’s employees as well as the management must not fail nor neglect to respond when coming across any acts in a manner likely to be in line with a corrupt practice relating to the Company by notifying their respective supervisor or responsible person accordingly and providing co-operations in checking the facts. Should there be any doubts or inquiries, consultations shall be made with the supervisor or a person designated to be responsible for performing duty in monitoring controls over the compliance with the Company’s Business Ethical Code through the prescribed channel.
• Must not have benefits, whether directly or hidden, for own self, family and friends, against the Company, such as, any acts in a manner to sell goods and services to the Company or to compete with the Company.
• Refraining from accepting any business-related hospitalities from people dealing business with the Company or from people who may be beneficial from the employees’ performance.
• Refraining from demanding or accepting any illegal benefits, whether directly or indirectly, or any other benefits in order to acquire the business interests including refraining from making use of a benefit from a bribe or corrupt practice in carrying out business operations.
• When facing with a situation under which a stakeholder has an intention to demand for or suggest to accept any property, an offer or a benefit, whether directly or indirectly, such offer must immediately be denied and such event must be properly noted down in accordance with the fact for reporting onto the respective supervisor immediately in order that such situation is appropriately and fairly handled.
• Defining clear and straightforward conditions in undertaking transactions and juristic acts with the stakeholders in order to prevent possible occurrence of corrupt practice on the actions and notify the stakeholders that “Malee Group” has a policy not to accept any considerations in return in order to prevent the conflict of interests which may contingently occur and request for co-operations from the stakeholders to strictly comply with such policy.
• Providing co-operations to the work department responsible for internal control and audit in giving information, monitoring follow-ups and solve problems on corruption practices within the organization.
• Providing reliable financial report, fostering the efficient and transparent working system by taking into account potential risks to occur consequently as a result of the operations by monitoring and checks regularly.
• The Company designated a channel for whistle blowing on the corruptions by giving the assurance that employees denying a corruption practice or giving information on a corruption relating to the Company will fairly be treated and protected by using the protective measure over the complainants or persons providing co-operations in giving report on the corruptions as prescribed under the Company’s Whistle Blowing and Recommendation Policy.
• Whoever committing an act of corruption shall be considered to be a commission of an offence in violation of the Company’s Business Ethical Code and shall be subject to disciplinary action for punishment under the Company’s prescribed Regulation and in accordance with the law if such act should be in violation of the law.
• The Company places the importance on the disseminations and promotions on knowledge and understanding on the matter of anti-corruption to other persons who are compellingly required to perform duties in collaboration with the Company and the Company’s stakeholders in order to lead them to the creation of good consciousness.
To ensure the clarity in carrying out actions on the matter of the risk involved in corruption, directors, the management, and employees of all levels of the Company must perform their duties with due care, as follows:
2.1 Gift and Hospitalities
The Company has no policy in giving away or accepting any gifts in whatever the forms with persons dealing business with the Company and its affiliates except the traditional gifts and hospitalities within parameter of reasonable criteria to maintain good relations with the business partners without expecting a result to receive any specific services or considerations in return which are not proper in line with the Business Ethical Code. As such, the followings shall be practiced.
2.1.1) Refraining from demanding things or any other benefits from other persons engaging in the Company-related duties or business no matter the action is undertaken for personal benefit or benefit of other persons.
2.1.2) Refraining from accepting or giving away things or any other benefits from other persons engaging in the Company-related duties or business except on a traditional occasion or season generally practiced from one person to another provided, however, that the price or value of such things or any other benefits received from each person on each occasion must not be over 3,000 Baht except the souvenirs or fresh foods which cannot be durably kept, during the traditional season which is allowed by the Company to enable employees to receive such as calendars, key rings, notebooks, etc., carrying symbols of such particular organization in them within the price of not exceeding 500 Baht by assigning the management as the representative to receive such deliverables and has a power to make a consideration on disposing of such souvenirs to the employees. In the event where value of such things or any other benefits is in excess of 3,000 Baht, they can be received only in the case of an extreme necessity in order to maintain the individual’s good relations which, in this respect, the person receiving the deliverables shall make report accordingly to his/her respective supervisor and deliver things received to related organization for use in the Company’s business within 7 days. Provided, however, that in receiving such things, there must not be any influence whatever over any decision making both on the aspect of duty performance and business which is unfair to the duty performance.
2.1.3) Expenditures on the business hospitality are acceptable; provided, however, that it must be reasonable.
Means the money reasonably paid to or received from the customers, trade partners and business partners with the purpose for business dealings, helping tightening business relations and being appropriate to the occasion provided that it must be accurate, transparent and substantiated by evidences for accounting entries and that the action, in the name of the Company, must be specified. The disbursement must indicate clear objective and must be carried out through the steps according to the Company’s Regulation.
2.3 Charitable Contributions
Means giving or a receipt of contributions which shall be in a manner of transparency and legally in accordance with the law by being assured that the contributions or sponsorships will not be used to be purportedly cited as a pretext in giving a bribe. The pertinent action must be made in the name of the Company only which can be verified and undertaken according to the steps in accordance with the Company’s Regulation.
The disbursement of charitable contributions in own name is allowable provided that it must not be related to or create any ambiguous doubt as to such action is undertaken in bad faith with expectation for any benefits.
2.4 Political Contributions
Means giving of money, property or any other benefits or a place in providing facilitations to political parties, politicians or politically-related persons. Notwithstanding to the foregoing, the Company is an organization strictly adhering to the political neutrality, encouraging the compliances with the laws and supporting the democratic governance and has no policy on providing any assistance to any political party, directly or indirectly. As such, the followings shall be practiced.
• Should exercise one’s own right as a good citizen in accordance with the Constitution and other related laws.
• Refraining from participating in any activities which may give rise to understanding that the Company has been involved with.
• Refraining from using the Company’s properties in providing supports to a political party.
2.5 Business Relations and Procurement
No giving or receipt of any bribes shall be made, directly and/or indirectly, in carrying out all types of business which must be operated through the steps in accordance with the Company’s Regulations, with transparency and verifiability. In selecting the business partners, the worthiness must be taken into account, while quality, price and qualifications of business partners must also be fairly compared.
2.6 Personnel Administration Process
The Company provides process on human resources focally aiming on anti-corruption by compellingly requiring it to initiate actions beginning from the nominations or selections of personnel, performance evaluations, trainings, promotions as well as rewards which all supervisory levels shall be the persons to communicate with the employees for understanding.
2.7 Training, Communication and Monitoring
1) Directors, executives and employees
1.1 Directors, executives and all employees will receive ongoing training or awareness on anti-corruption to be aware of this policy, especially the various forms of corruption. The risk of getting involved in corruption as well as reporting methods in case of seeing or suspecting corruption.
1.2 Directors, executives and all employees will receive a copy of this policy or obtain from the Company announcement. To ensure that everyone is aware of and understands the company’s anti-corruption policy. The latest updated policies and information can also be found on the Company’s website.
1.3 Training on this policy as a part of the orientation or prior to commencing employment as a director or executive, as well as all new employees of the Company.
1.4 Disseminate various anti-bribery measures and policies throughout the organization by notifying personnel and providing easy access to anti-corruption information.
1.5 Arrange to test knowledge and understanding about the measures to prevent bribery of the organization to assess the effectiveness of training and to ensure that employees at all levels will be able to implement properly.
2) Agents, middlemen, distributor of products/services and contractor.
The Company will communicate the anti-corruption policy to its agents. Middleman, distributor of products/services and contractors at the day one of a business connection and later with appropriate.
The company support all agents, middlemen, distributor of products/services and contractors adhere to the same social responsibility standards as the company.
2.8 Facilitation Payment
The Company does not have a policy to pay any facilitation payment to government officials to encourage or fast undertaken.
2.9 Revolving Door
The company has a policy to hiring government employees or government officials to hold a position of director, executive, employee, or consultant of the Company by having to go through the selection process of recruitment, remuneration and compensation to ensure that the employment of government employees is not rely on government authorities to facilitate the Company’s operations and affect the accuracy of the performance of duties which has a risk of corruption.
Terms of action
• Hiring government employees, due diligence is exercised in examining individuals who are nominated by the Company to serve as directors, executives, and consultants to investigate conflicts of interest issues.
• Hiring government employees or individuals, the determination of remuneration for the employment of government employees is necessity and carefully considered, as follows:
– Selection, approval of employment and compensation in hiring government employees or individuals to the level down position of the department manager must be considered the reasons of necessity from the Chief Executive Officer before hiring.
– Selection, approval of employment and compensation in hiring government employees or individuals to be directorship and department manager level and above. The reasons for importance must be carefully considered by the Nomination and Remuneration Committee and propose to the Board of Directors for approval.
• The reasons for appointing these government employees or individuals will be disclosed in the Annual Report.
2.10 Conflicts of Interest
The Company requires directors, executives and employees to avoid actions that may cause conflict of interest, the significant principles are as follows.
• Refrain from doing business that is in competition with the Company’s business or a subsidiary, whether it is done for personal benefit or others which may cause suffer with directly or indirectly to the Company or become a partner or shareholders who has decision-making powers, directors or executives in competing businesses or having the same characteristics as the Company or a subsidiary.
• Must report any conflict of interest in business with the Company or a subsidiary such as holding any position of a business partner who does business with the Company or Company’s customers, etc. be immediately report to the Company.
• Not seeking benefits for oneself or others by using company’s confidential information or a subsidiary.
3) Dissemination of Anti-Corruption Policy
Anti-corruption is a part of the Company’s business operations and is the responsibility of directors, all levels of employees and related parties in complying with this Anti-Corruption Policy. Hence, disseminations of knowledge and advice for understanding on the anti-corruption are given to directors, the management, personnel in the organization and related parties. In order to encourage the personnel and related parties to properly perform in compliance with this Anti-Corruption Policy, the Company shall undertake the following actions:
3.1) Posting Notification in the organization at a highly visible place to make the Anti-Corruption Policy be aware of.
3.2) Disseminating the Anti-Corruption Policy through the Company’s communication channels such as annual report, Company’s website, e-mail and the Annual Information Disclosure (Form 56-1).
3.3) Providing trainings on Anti-Corruption Policy for Company’s newly appointed directors and new employees.
4) Practical Implementation Steps in Compatibility with the Anti-Corruption Policy
The Company establishes a measure for verifications to ensure the compliance with the Anti-Corruption Policy on a regular basis and reviews the guidelines to ensure the compatibility with the Anti-Corruption Policy, standard operating procedures and related laws.
5) Risk Assessment and Internal Control.
The Company implements measures on risk assessment on activities that may lead to corruption practice and verifications of internal control on a regular basis at least once a year.
6) Audit and Data Storage
1) The company has an audit process for auditing and appropriate approving transactions before recording them into the accounting system. The Company will complies with all of the Company’s policies, regulations, relevant laws, contracts or agreements in order to company with the accounting standards and policies.
2) The operating and investment expenses must be supported by accurate and complete documentary evidence. It must be approved by the authorized person in accordance with the line of credit specified in the operating expenses or investment expdenditure policy.
3) Financial reports must be accurate, truthful and reliable, and material information must be disclosed accurately and completely. This includes related transaction information as well as potential liabilities.
4) The Company maintains control over the storage of accounting documents, ensuring that they are sufficient and secure in order to be used immediately in audits. Account information is restricted and backup files are securely stored.
7) Whistle Blowing Center
The Company encouragingly enhances employees as well as related parties to participate in the whistle blowing on an act which may cause doubt that it could be a corruption by passing the pertinent information to “Chairman of the Audit Committee” for considerations through the complaint channels at
Whistle Blowing Center:
Chairman of the Audit Committee, Malee Group Public Company Limited
401/1 Moo 8 Phaholyothin Road, Kukot, Lam Luk Ka, Pathumthani 12130
02 080 7899 Ext. 1422
Click Whistle Blowing Center in SmartMalee
Whistle Blowing and Complaint Box
In the area of Rangsit Office and Sampran Factory
In this connection, the Company will have the internal scrutiny and consideration process before the matter is further submitted onto the Audit Committee.
8) Confidentiality Protective Measure
The Company provides protective measure with fairness and impartiality over the complainants and informants providing information in good faith which, in handling this matter, the management will be appointed to check and verify as well as monitoring controls over all the incoming whistle blows and that the given information, complaints and evidences of the complainants and informants will be kept in confidence.
9) Consequence on the Non-compliance with Anti-Corruption Policy
If the Company’s directors, management, and employees do not comply with this Anti-Corruption Policy, they will be subject to the disciplinary actions and shall be penalized in accordance with the prescribed Company’s regulations which will be dependable on the facts and the surrounding situation. If the corruption practice should be an offence against the law, the offender shall be liable for punishment under the law, as well. At the same time, the Company has no policy on demotion punishment or adverse punishment on employees denying corruption practice.
10) Review, Inspection and Improvement
The Company requires that the Anti-Corruption Policy and other relevant policies be reviewed every 2 years or if there are significant changes that can be corrected immediately.
This anti-corruption policy will be effected from 10 August 2022 onwards by repealing the former anti-corruption policy. (Signed version on 12 November 2019)
(Mrs. Chintana Boonyarat)
Chairman of the Board of Directors
Malee Group Public Company Limited