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Corporate Governance and Business Ethics Corporate Governance and Business Ethics

Corporate Governance and Business Ethics

Corporate Governance Policy

The Board of Directors realizes the importance of good corporate governance and is committed to ensure that the Company operates its businesses by adhering to good corporate governance codes for long term sustainable growth, and supports transparency, with a view to not only building confidence for shareholders, investors, or all stakeholders, but also creating benefits and good business performance for the organization in a sustainable way.

As a result, the Board of Directors has considered and reviewed “Corporate Governance Policy” at least once a year which is based upon codes and guidelines set out in “Corporate Governance Code for Listed Companies 2017” of The Securities and Exchange Commission of Thailand, in order to raise the level of the Company’s existing business performance to a higher level, to establish clear and standardized practical guidelines, to promote understanding and to create a culture of good corporate governance in the Company and the Group of Companies as a whole. Putting these together, the business is expected to grow in a sustainable way accordingly.

Corporate Governance Policy
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Code of Conduct

The Company has committed to conducting business in an ethical, transparent manner, using our Core Values (ITIPS) and Code of Conduct (CoC) as guides to "Good Governance". Employees at Osotspa are expected to uphold our core values in the pursuit of good governance in business. These not only establish a framework for the company's operations, but also define essential attributes for human resource management, including recruitment, promotion, and individual performance management. Furthermore, these values contribute to fostering a positive organizational culture. Employees must also comply with our Code of Conduct and strive to be good role models, in line with our Core Value of "Integrity" which calls for ethics and accountability. The Code of Conduct is instilled in employees of all levels with a mandated annual refresher that must be acknowledged. An online platform has been created for employees to refer to when they are in doubt and Functional Deep Dive Activities are given to employees to gain hands-on learning experience related to their roles and responsibilities.

Code of Conduct
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Core Values (ITIPS)

Integrity
  • Do the right thing
  • Follow through on your commitments
  • Respect others
Teamwork
  • Work towards common goals
  • Support each other
  • Be open, willing to listen, and care to share
Innovative Thinking
  • Put customer & consumer first
  • Always be curious
  • Make new ideas happen
Passion to Win
  • Set ambitious goals & never give up
  • Act with sense of urgency
  • Seek to be the best
Sustainable living
  • Minimize impact on environment
  • Be responsible and accountable to society
  • Think of long term result

Management Guidelines

Assigning all employees to read and comprehend the purpose and meaning specified in the business ethics document and having everyone sign the acknowledgment.
Conducting an annual mandatory training to review understanding of the purpose and meaning specified in the Code of Conduct document.
Incorporating compliance with business Code of Conduct into employee assessments and annual compensation considerations. One example of an indicator is the outreach of ethical practices to suppliers.
Forming a joint committee to investigate complaints within the time frame of action and report the findings to senior management and the Board of Directors. Organizing activities to communicate and campaign for compliance with business Code of Conduct.
Taking disciplinary action against those who violate or act in any way that breaches business ethics. This includes verbal warnings, warning letters, suspension without pay, bonus earnings reductions, and termination of employment, etc.

Risk Management

Osotspa recognizes the importance of risk management across the scope of its business operations. Risk management aims to create long-term stability so a business can achieve its goals within its risk appetite. Moreover, risk management reduces risk from critical or uncontrollable events and secures business opportunities that create added value for the Company.

Risk Management
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Anti Corruption and Bribery

Anti Corruption and Bribery

employees at all levels receive training and pass the Anti-Bribery and Corruption Course exam.
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The Company has a policy against all forms of corruption, emphasizing morality, ethics, and transparency in conducting business in accordance with the Company s business ethics and operating the business with an efficient and transparent management system that enables auditing, promotes training, and raises awareness among employees to work with integrity and supervise the company s anti-corruption practices. The fundamental principles outlined below have been established.

The Fundamental Principles Outlined
The Fundamental Principles Outlined
1
Employees should not accept gifts, gratuities, entertainment, and other benefits from distributors, partners, and suppliers in order to purchase products from them without restriction. If an employee is found to be receiving benefits in excess of what is customary or to be engaging in any action that jeopardizes his or her freedom of work, he or she may be investigated or accused of fraud and punished in accordance with the company s Work Regulations or other regulations.
2
The Company has systematically established procurement approval regulations that require competition, bidding, price comparison, and a transparent and fair selection process.
3
The Company has established internal audit units to investigate business operations and a central function to examine and verify issues for consideration, in collaboration with the company s human resources and legal departments.
4
The company has transparently established the criteria for supervising the procurement by forming a committee to consider high-budget purchases, including inspection from the External Audit.

Anti-Corruption

The Company has adopted a zero tolerance for corruption and shall comply with the laws of Thailand and the countries in which it operates, including international laws related to anti-corruption. Directors, Executives, and employees must strictly comply with this Anti-Corruption Policy, as well as any regulations and directives against corruption. All individuals are prohibited from directly or indirectly engaging in any form of corruption, including demanding, committing, or accepting it for the benefit of the Company, oneself, or another individual.

Directors, Executives, and employees are prohibited from giving or receiving gifts or entertainment that could, directly or indirectly, cause corruption in any form.

Donations must be made on behalf of the Company to any credible organization whose mission is to benefit society. Donations must be made in a transparent and lawful manner, in accordance with the established procedures of the Company. Moreover, monitoring and auditing are applied to donations to ensure that they are not manipulated for corrupt purposes.

Sponsorship, in the form of funds, materials, or assets to any activity or project, must be for the purpose of promoting the business and the good image of the Company. Sponsorships must be made in a transparent and lawful manner, in accordance with the established procedures of the Company. Moreover, monitoring and auditing are applied to sponsorships to ensure that they are not manipulated for corrupt purposes.

Political neutrality is a policy of the Company, which abstains from making any political contributions. It is requested that all actions not be taken in support of any political party, and that the Company not participate in any activities that could create the perception of direct or indirect affiliation with a specific political party. However, under the law, the Company’s personnel have the right and freedom to participate in political activities, but they must not engage in political activities or use any of the Company’s resources to engage in political activities that cause the Company to lose its political neutrality or suffer damage because of their involvement.

The Company does not have a policy to make any facilitation payment in a manner that may be understood as giving or accepting bribes, both directly and indirectly, to government officials or personnel of external agencies.

As appropriate, the employment of a public officer or state official is permissible. However, such employment must not result in a business advantage for the Company or create a conflict of interest between the government agency and the Company.

Procurement must be conducted in a verifiable and transparent manner in accordance with the Company’s procedures, rules, and methods, as well as applicable laws.

The Company has transparent and fair personnel management processes covering selection, training, performance evaluation, compensation, benefits, and promotion.

The Company has procedures in place to maintain documents and records available that are accessible for examination, as well as to verify that any evidence of documentation is accurate, comprehensive, and sufficient.

The Company assesses corruption risks at least once a year and manages risks appropriately to prevent or reduce risks to an acceptable level and in accordance with the Company’s internal control system. The risk assessment report shall be submitted to the Board of Directors for acknowledgement.

The Company has an appropriate and adequate internal control system and review process set by the Internal Audit Department, which covers the process of keeping financial records, accounting, and other processes related to the Company’s operations to ensure efficiency and the effectiveness of this Anti-Corruption Policy. The audit findings shall be reported to the Audit Committee.

The Company communicates this Anti-Corruption Policy to relevant parties, including Directors, Executives, employees, domestic subsidiaries, business representatives, and business partners.

Whistleblowing

In the event of a violation of this Anti-Corruption Policy, a report must be filed by following the procedure stated in the Whistleblowing Policy. Complainants, whistleblowers, and witnesses will receive appropriate and fair protection from the Company. The information of complainants, whistleblowers, and witnesses will be kept confidential and shall not be disclosed to any unrelated persons, except in accordance with the requirements of the law.

Seeking advice

In the event of suspicion that the action may violate laws, regulations, and this Anti-Corruption Policy, advice can be obtained from the Company Secretary.

The Company will protect its personnel who reject corruption by not demoting, punishing, or adversely affecting such persons, even if such actions cause the Company to lose business opportunities.

Corruption is considered a violation of the Company’s work regulations. Offenders will be subject to disciplinary as well as legal penalties if the act is illegal.