Investor Relations

Anti-Corruption Policy and Guidelines

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Objectives:

To demonstrate the Company’s determination in standing against corruption of all sorts and to ensure that criteria, practices, responsibilities and regulations have been properly established to combat any acts of corruption with which the Company’s business activities might come across. Another objective is to prevent the Company from violating anti-corruption laws, through the identification of inspection, management and monitoring processes to ensure compliance.

Scope:

  1. This policy is to be enforced upon directors, executives, and staff members of the Company, its subsidiaries and affiliates.
  2. The Company expects that representatives and business intermediaries (if any), with relevance or authority to act on the Company’s behalf, to abide by this policy as well.

Definition:

Corruption means an action or omission of duty, or abuse of entrusted power, or violation of laws or ethics or the rules or policies of the Company, to seek improper benefits, in any form, by offering, promising, giving, committing, demanding or accepting money, property or any other benefits in an inappropriate manner to/from the government officials, government agencies, or any other private agencies whom the Company has to deal with whether directly or indirectly, or which introduce specific business to the Company; or to obtain or maintain any other improper benefits, except as allowed by laws, rules, notifications, local culture and tradition or commercial practice.

The Company refers to Phol Dhanya Public Company Limited and its subsidiaries and affiliate companies.

Employee refers to employees at all levels of Phol Dhanya Public Company Limited and its subsidiaries and affiliate companies.

Policy:

The Directors, The Management and employees of the Company are prohibited from performing, accepting or supporting corruption in any forms, whether directly or indirectly. This shall be applicable to all business lines of the Company and its subsidiary and affiliate companies. The Directors, The Management and employees of the Company shall strictly comply with the anti-corruption measures and establishes a structure of responsible persons including risk management, internal control and internal audit systems to prevent and suppress any corruption within the organization; and shall review the operation procedures and implementation guides to ensure compliance with the rules, regulations, laws and business changes.

Anti-Corruption Guidelines

  1. Directors, Management and Employees at all levels must follow The Anti-Corruption Policy and The Code of Conduct by not involving with any courses of corruption both direct or indirect manner and not performing any act in the manner that may cause others to believe that they hold position or duty while actually they do not hold such position or duty.
  2. Employees are not supposed to neglect upon witnesses of corruption-prone behaviors relevant to the Company but instead inform supervisors or assigned individuals to obtain cooperation in the scrutiny process. In case of doubts or questions, one can consult with one’s direct supervisor or assigned individual regarding the Company’s Business Code of Conduct via different channels available.
  3. The Company will ensure justice and protection for employees denying or reporting acts of corruption relevant to the Company. Protection measures will be imposed upon those who file complaints and cooperate in reporting acts of corruption as specified in the Company’s measures. No acts of demotion, punishment, or negative consequences will be executed upon employees denying acts of corruption even such doing might lose business opportunities for the Company. With this, the Company has identified work procedures for each department, including roles, duties and responsibilities, with monitoring and verification protocols in place.
  4. Directors, executives, and staff members of all levels known to commit acts of corruption are considered breaching the Company’s Code of Conduct and will be subject to disciplinary considerations specified by the Company, with no limitations to legal proceedings if such acts are illegal.
  5. The anti-corruption measurement is a part of the business operation and it is the duty and responsibility of the Company’s Board of Directors, The Management, supervisors, and employees at all levels including suppliers or sub-contractors to express their opinions regarding the practice on the implementation of the anti-corruption actions to ensure achievement of compliance with the policy set.
  6. The Company shall formulate and continuing develops its anti-corruption measurement in accordance with the related laws and the principles of moral. Risk assessment shall conduct on activities that are related or at risk for corruption and the results are to use in preparing the operating guidelines or manual for all related parties.
  7. The Company shall provide knowledge of anti-corruption to The Board of Directors, The Management and employees to promote integrity, honesty and the responsibility in fulfilling their duties, and to show The Company’s commitment.
  8. The Company shall has in place the mechanisms for its transparency and accuracy of financial report and realized its importance in distribution the knowledge and to make clear understanding to others whose duties are related to The Company or may have impact to The Company.
  9. The Company shall provide variety of communication channels for employees and stakeholders to raise concerns and report of suspicious circumstances with confidence of being protected from punishment, unfair transfer or harassment in any ways, and appointed person(s) to investigate and monitor the complaints.

Roles and Responsibilities:

  1. The Board of Directors has a duty and responsibility to set policies and directing to ensure that there are mechanisms concerning anti-corruption that are efficient to the extent that The Management has awareness and realization of importance of the anti-corruption and that anti-corruption becomes a part of organizational culture.
  2. The Audit Committee has a duty and responsibility to review the finance and accounting reporting, internal control, internal audit, and risk management systems to ensure compliance with international standards as well as appropriateness, adequacy and efficiency.
  3. The Chief Executive Officer, Executive Directors and Executive Committee have a duty and responsibility to establish mechanisms to promote and encourage anti-corruption, and communicate with employees and all involved personnel, as well as to review the appropriateness of such mechanisms to ensure compliance with the rules, regulations, laws and business changes.
  4. The Director of the Internal Audit Department has a duty and responsibility to review and examine compliance with the policies, guidelines, approval authorities, rules and laws including regulations of supervisory authorities to ensure that the internal control system is proper and adequate to handle with possible corruptions that might occur; and to report to the Audit Committee.

Doubts of Corruption

In case that directors, executives, or employees are doubtful of actions that might involve corruption, or have any questions or uncertainty, one is advised to seek consultation with one’s direct supervisor or the Secretary Office. Please contact: Secretary Office:

Company Secretary
Tel. (662) 791 0111 ext. 151
Email: cs@pdgth.com
One can also submit clues or file complaints via specified channels.

Whistle Blowing and Filing Complaints

The Company has identified channels for filing complaints or whistle blowing regarding violation of the Code of Conduct, anti-corruption policy or behaviors that might indicate dishonesty or misconduct by any members of the organization, which include employees, executives and stakeholders. Protection mechanism for providers of information is in use and great emphasis is placed on confidentiality in order to ensure confidence for the person filing complaints, as follows:

  1. To encourage executives and employees to operate the business with righteousness, transparency, justice and verifiability, in coherence with the principle of good governance and the Company’s Code of Conduct. The Company expects every individual staff member to honestly report to the assigned body with regards to potential behaviors that violate or might violate the policy, so that the Company can take actions or make amendments to such wrongdoing to align with the securities law and the Stock Exchange of Thailand’s regulations that ensure protection for providers of information to the Corporate Governance Division. The Company has also implemented such principles in action.
  2. To ensure that supervisors and the Company’s Human Resource Division exercise their roles in monitoring and providing advices on appropriate behaviors or actions. Whistle blowers will be protected provided that such endeavor and their statement are based on honesty.

Scope of Whistle Blowing and Notice of Complaint or in case of Infringement

  1. Whenever any suspicious circumstance(s) or any violation with regarding to the followings are found:
    1.1 Violation of the rules, regulations and or The Articles of Association of The Company or The Code of Conducts of The Directors, The Management and employees;
    1.2 Abnormality in the financial report, defect of the internal control system; and
    1.3 Unfair treatment at work.
  2. Whenever any behavior which may lead to corruption, or any misbehavior or suspicious circumstance(s) with regarding to the following are found:
    2.1 Any affair(s) which may have or cause an impact to the benefit(s) or reputation of The Company; and
    2.2 Any affair(s) which may cause damage to the organization.
  3. Infringement of human rights which shall cause damage or defamation to others from such activity whether or not such activity is done by unintentionally or carelessness.

Channels to send Whistle Blowing, Notice of Complaint or Infringement

  1. Via email to:
    The Audit Committee
    Email: ind_dir@pdgth.com
  2. Or via post directly to:
    The Audit Committee
    Through Chief Internal Audit Officer
    Phol Dhanya Public Company Limited
    1/11 Moo. 3, Lamlukka Road, Ladsawai, Lamlukka, Pathumthani 12150
    Tel. (662) 791 0111
    Or via email to: ind_dir@pdgth.com
    Or via our website: www.pdgth.com/ir_index.php
    Board of Directors: cs@pdgth.com
    Audit Committee: ind_dir@pdgth.com
    Company Secretary: cs@pdgth.com

Conditions and Consideration of Clues or Complaints

  1. Details concerning such clues or complaints must be true, unambiguous or adequate for further investigation and proceeding.
  2. Information received will be regarded as confidential information and the name of the whistle blower or the person filing complaints will not be disclosed to the general public without prior consent.
  3. The time it takes to respond to the person filing complaints shall not exceed 3 working days after receipt of complaints.
  4. The time it takes to process the matter depends on the complexity, sufficiency of the documents, the evidence received from the person filing complaints, and the subject matter’s counter evidence and clarification. However, the whole process shall not take longer than 30 working days.

Protection Mechanisms to the Whistleblower or Complainant or Infringed person(s).

  1. Database-Establishment and punishment shall be setup for keeping confidential information of whistleblower or complainant and infringed person and execute such punishment to staff who is responsible for the information when it has been disclosed.
  2. Access to the database shall be limited to Chairman of the Board and Chairman of the Audit Committee only.
  3. The Company shall only disclose the related information of whistleblower, complainant and infringed person when it is necessary by taking into account of the safety and the possibility of damage to them.
  4. It is the duty of supervisor or head of all defendants and infringement person to use his/her discretion giving an appropriate order to protect the complainant; infringed person; witness and person who provides useful information for investigation, from any danger and trouble including any unfair treatment as a result from complaint or infringed person or being as a witness or informant.
  5. The Company shall not treat whistleblower and complainant or infringed person in an unfairly manner including changing their position, work nature, or workplace, suspending his/her work, threatening, interrupting, dismissing, or committing any other unfair acts against whistleblower or complainant or infringed person or any person cooperating in the corruption investigation.

Violation of Policy

  1. The Company will exercise disciplinary punishment on directors, executives and employees violating compliance of this anti-corruption policy, as well as direct supervisors in negligence of such wrongdoing or in acknowledgement of wrongdoing but deny taking any actions. The highest level of disciplinary action can be a dismissal from the Company and/or from the position. Not knowing this policy and/or relevant laws cannot be used as an excuse for not complying with the policy.
  2. In case it has become evident that representatives, business intermediaries, distributors or any contractors are not abiding by the directions prescribed in this policy, the Company might consider terminating all transactions with the aforementioned parties as appropriate.

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  • Address 1/11 Moo 3, Lamlukka Rd., Ladsawai, Lamlukka Pathumthani 12150

  • Tel. (02) 791-0111 Fax. (02) 791-0100-3

  • Email. info@pdgth.com