Investor Relations

Business Code of Conduct

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In addition to the realization on the success of the business operation, the Company has realized on the formality and working method that will bring a sustainable success to the Company. It therefore continuously adheres to ethics, faithfulness and integrity as its principle for business operation.

Code of business ethics, including employees, customers, partners, competitors and social and community policies, is designated in writing so as to be a guideline for the executives and employees in their operations. The Company informed and required all staff to strictly adhere and comply with such code.

The board assures that adhering to ethics will bring a sustainable success to the Company.

To report the violation or conduct

Those who witnessed the violation or conduct can ask questions or submit complaints to the following individuals.

  1. All Management level, Trustee
  2. Section Head of Human Resource Dept.
  3. Audit Committee through the Audit Committee’s Secretary
  4. The Secretary to the Board of Director or Company Secretary
  5. The Board of Director

Complaint handling process

  1. Collection of facts
    The person receiving a complaint may collect facts related to the violation or noncompliance with Ethics or assign other appropriate person(s) to collect such facts.
  2. Information processing and screening
    The person receiving the complaint may process and screen the information for consideration of steps and actions to be taken as appropriate for each case. In this regard, he may
    • perform such action by himself or assign other person(s) to process and screen such information if he has an authority to do so; or
    • report to the person having the authority or the person related to such matter to process and screen such information.
  3. Measures
    The person who proceeds with the procedures under 2) shall propose measures to stop the violation or noncompliance with Ethics and relieve the damage caused to persons involved, taking into consideration the overall effects. For important matters such as the matter having an effect on reputation, image or financial status of the Company or the matter in conflict with the Company’s policy on the business operation or that related to the top executives, the person receiving the complaint shall report the result to the Audit Committee and/or the Board of Directors.
  4. Report of Results
    The person receiving the complaint has a duty to report the results in accordance with clause 3) to the complainant if his name is revealed.

Acts in breach of Ethics

All employees have a duty to comply with and promote others to comply with Ethics. The following constitute a breach of Ethics.

  1. Failure to comply with Ethics;
  2. Suggesting, encouraging or supporting others to violate Ethics;
  3. Ignoring when seeing a violation of or failure to comply with Ethics in case of knowing or being in a position to know as it involves work under own responsibility;
  4. Failing to collaborate or obstructing investigation into facts on violation or noncompliance with Ethics; and
  5. Unfair treatment of others as they report non-compliance with Ethics.

Violators are subject to disciplinary action as stipulated in the Company’s regulations. Besides, the violator may be punished under law if such conduct constitutes an offense under law.

Business Code of Conduct Compliance

In the case where a question or an issue arises concerning a decision to be made a practice for which no conduct is prescribed in the code of conduct, the person involved should use his/her initial discretion and question the action as follows:

  1. Is such action illegal?
  2. Is such action against the policy and the organizational culture of the Company’s group?
  3. Will such action be acceptable and can it be disclosed to the public?
  4. Will such action defame or tarnish the image of the Company’s group?
  5. Will such action result in serious damages to the Stakeholders of the Company’s group?

Alternatively, the person may inquire with his/her supervisor at the level immediately above his / her further up the chain in the order of superiority, or inquire directly with the department responsible for such matter.

Compliance Monitoring Policy

It is the Company’s requirement that all directors, executives and employees must acknowledge, familiarize themselves and strictly comply with all policies and procedures in this code of conduct. Director, Executive and employees of all levels must bear the code of conduct in their mind when performing their duties.

The Executives of all levels are also responsible for monitoring and ensuring tha the employees under their supervision acknowledge, understand and strictly comply with the code of conduct, and

The Company expects that no action againsty the law and good ethics will arise. However, if any director, executive or employee violates the code of conduct, he or she will be subject to disciplianary punishments.

The Board of Directors of Phol Dhanya Public Company Limited aims to promote operational efficiency, good corporate governance and excellent management among the Company and its subsidiaries. This is to ensure that the Company’s Group Business are conducted responsibly, ethically, fairly, transparently and accountably, with a clear focus on the creation of utmost benefits for the shareholders and stakeholders, towards mutual trust and sustainable growth.

To this end, the Board of Directors has established the good corporate governance policy best on the best practice of OECD Principles of Corporate Governance in the “Corporate Governance Policy” for all Directors, Executive Management and Employees to observe in their discharge of duties as follows:

  1. The Rights of Shareholders
  2. The Equitable Treatment of Shareholders
  3. The Role of Stakeholders in Corporate Governance
  4. Disclosure and Transparency
  5. The Board of Director’s Responsibilities

By principles such as to extend the approach in practice, the requirements are as follow:

In addition to the realization on the success of the business operation, the Company has realized on the formality and working method that will bring a sustainable success to the Company. It therefore continuously adheres to ethics, faithfulness and integrity as its principle for business operation.

Code of business ethics, including employees, customers, partners, competitors and social and community policies, is designated in writing so as to be a guideline for the executives and employees in their operations. The Company informed and required all staff to strictly adhere and comply with such code.

Conflict of Interest:

To create fairness to all stakeholders, the Company establishes a policy to prevent the directors or employees from seeking personal benefits from their capacities as the directors or employees of the Company. The prevention of conflict of interest is regulated as a guideline for the directors.

Responsibility to Shareholders:

Responsibility to shareholders is one of the Company’s policies which provides equal treatment and operation with full effort to the shareholders to create good, continuous and sustainable returns to the shareholders. The Company has established the guideline to support such policy.

Employees Policy and Guideline:

The Company realizes that employees are its valuable resources and its main factors driving the achievement of the Company as planned. It therefore establishes the policy to provide fair treatments to them regarding opportunity, return, appointment, removal and capacity development by adhering to the guidelines.

Customers Policy and Guideline:

The Company realizes that a customer’s satisfaction is a key to lead the Company to its success on a sustainable basis. It is therefore a duty of all staff in the organization to cooperate to create the customer’s satisfaction per related policy and guideline.

Partners Policy:

The Company’s policy is to treat its partners with equality and fairness for the utmost benefit of the Company, based on the fair return for both parties. The Company will avoid the situations that cause conflicts of interest and will comply with contractual agreements. It will also provide true information, report accurate information and negotiate to solve any problems based on business relationship per relevant guideline.

Competitors Policy and Guideline:

The Company’s policy is to treat its competitors according to international trading standards within the scope of the laws regarding trading competition. It also omits to infringe or perceive any confidential information of competitors by swindling per relevant guideline.

Social and Community Responsibility Policies:

The Company operates its business by taking into consideration the duty and responsibility to the nation, society and environment as well as local culture and tradition. It establishes a policy to maintain environment and safety which may be harmed by the Company’s activities and complies with related laws and regulations strictly.

Compliance Monitoring Policy

It is the Company’s requirement that all directors, executives and employees must acknowledge, familiarize themselves and strictly comply with all policies and procedures in this code of conduct. Directors, executives and employees of all levels must bear the code of ethics in their mind when performing their duties;

The executives of all levels are also responsible for monitoring and ensuring that the employees under their supervision acknowledge, understand and strictly comply with the code of conduct; and

The Company expects that no action against the law and good ethics will arise. However, if any director, executive or employee violates the code of conduct, he or she will be subject to disciplinary punishment.

The BOD intends to encourage the Company, subsidiaries, and affiliates to be corporates that conduct their business with responsibilities, fairness, and verifiability based on the foundation of righteousness and morality while having responsibilities to all parties. It also encourages such companies to focus on creating long-term values to stakeholders to mutually grow sustainably. Business ethics that the Company abides by are:

  1. Accountability to one’s own decisions and deeds
  2. Transparency
  3. Equitable Treatment
  4. Long-Term Value-Added Creation to Stakeholders
  5. Promotion of Best Practices

Practice and Responsibility towards Stakeholders

Policy: Shareholders are encouraged to exercise their basic rights in the laws and the Article of Associations aims to create utmost satisfaction for the shareholders while taking into consideration the sustainable growth of the company, the creation of added value and the continued provision of appropriate returns as well as the good corporate governance principles.

  1. Management and performance of duties by knowledge and management skills fully applied with honesty prudent to take any action and fairly basis to all shareholders and related to the interests of concerned groups as a whole.
  2. Management of the Company to progress steadily and appropriate return value to shareholders.
  3. Not perform any a manner that may cause a conflict of interest of the Company’s group.
  4. Report the operation status of the Company both financial and nonfinancial to Shareholders equally consistent, truthfully and completely.
  5. Encourage one or more shareholders who hold the shares of the Company be proposed the agenda items of the meeting or qualified candidates to nominated as a director in advance of the Annual General Meeting, Through the screening of the Nomination and Compensation Committee and proposed to the Board of Directors.
  6. Providing Investor Relations to give further information and answer questions, suggestion / feedback from shareholders and investors including access various channels such as the telephone and company's website etc.

Practice and Responsibility towards Customers

Policy: Devote to customers and members of the general public satisfaction and confidence in the quality products and services at appropriate price levels, consistently upgrade standards and maintain a positive and lasting relationship.

  1. Compliance with contract terms or conditions to all clients is fully transparent. In case of failure to comply with the agreed conditions, notice clients in advance of such incident in order to mutually consider and seek a remedy solutions and prevention damage.
  2. Committed to maintaining high standards of product and service both product quality and fair prices including research and develop for more benefit to customers.
  3. Commitment to customer satisfaction and confidence that customers to get excellent quality service under safely and appropriate technology elevated to a higher standard continues.
  4. Promote high quality products and services with quick delivery for more valuable to our customers.
  5. Keep confidential information of customers and not to illegally utilize for own benefits or for related parties’ benefits.
  6. Disclosure of information about the comprehensive service right up to date and distortion including maintaining good relationships and sustainable.
  7. Provide the customer relationships to receipts and suggestions or feedback from customers in multiple channels such as telephone telefax online or electronics communications etc.
  8. Not demand or receive from, or not give to partners, any benefits in bad faith.

Practice and Responsible towards Business Partners

Policy: Take into account equality and honesty in the conduct of business. Protect the interests in collaboration with the business partners by observing the laws and the rules agreed upon with them, and by conducting ethical business.

  1. In accordance with the agreement or any conditions that is strictly to all business partners.
  2. In case of failure to comply with the conditions, notice clients in advance of such incident in order to mutually consider and seek a remedy solutions and prevention damage.
  3. Treat partners equally and fairly on the obtaining basis a fair return to both parties.
  4. Doing business with justice under the framework of law on commercial practices honest competition.
  5. Do not violate trade secrets or reveal the secret of its partner by the way dishonest embezzlement strictly as the code of conduct’s guideline.
  6. Do not request, receipt, accept to request any benefits that are not honest from the business partners.

Practice and Responsible towards Business Competitors

Policy: Treat its competitors according to international trading standards within the scope of the laws regarding trading competition. It also omits to infringe or perceive any confidential information of competitors by swindling, relevant guideline is as follows:

  1. Perform under a good competition rules;
  2. Do not violate trade secrets or reveal the secret of its partner by the way dishonest embezzlement strictly as the code of conduct’s guideline.
  3. Do not discredit competitors by accusing calumniate and attack your opponents without fact and evidence.

Practice and Responsible towards Creditors

Policy: Observer the practical guideline and the conditions in fairness to the creditors, committed, the conditions and obligations towards creditor strictly including compliance with the covenants agreed.

  1. Treatment and follow strict conditions towards creditors in terms of payment care collateral other terms and conditions.
  2. Reported financial position to creditors under the terms of the contract correctly and in accordance with good corporate governance principles.
  3. Reported to creditors in case could not comply with the terms of the covenant and find solutions together.

Practice and Responsibility towards Communities, Society and Environment

The Company conducts the business on the basis of responsibility by engagement to the communities, society and environment, in terms of safety, quality of life and preservation of natural resources. By focusing the compliance with various standards relating to safety, security, health and environment correctly although taking into the impact of natural resources and environment, relevant guideline is as follows:-

  1. Practices and cooperate or a strictly controlled by laws and regulations.
  2. The Company held strongly in the business ideology aims to support activities to improve quality of life and strengthen the community's social and environmental benefits in the workplace, community and vicinity.
  3. Recognize the significance of the community and environment by focusing on co-operation support public activities that benefit the community.
  4. Encourage employees and others involved in their practice good citizenship and social benefits to the community sustainable growth together.
  5. Dedication, creativity, knowledge and ability to enhance management efficiency the Social projects effectively cause the maximum benefit to the community and society.

Practice and Responsibility towards Government

The Company conducts the business to strengthen and develop growth of the country abides by the laws, rules, and regulations according to the traditions sanctioned business, relevant guideline is as follows:-

  1. Follow the business correctly, official frankly or government sectors.
  2. Follow the rules in each region or country, conditions that may have legal guidelines, practices or culture business operations on employment, donated the award reception or banquet employment to stage or government sectors involved.
  3. Comply with local regulations relating to the hiring of state employees both cases to be hired as a consultant or a group of employees in the company is hiring the transparent and appropriate.
  4. Should avoid the government transaction or family members of government while such officials decision regarding the contract agreement with the State.
  5. To create a relationship between a public sector company in the extent to which best suitable business. To meet in public building, congratulation on the occasion of the festival or good traditions and culture.

Policy: The Company encourages information disclosure, for both financial and non-financial information, in the correct, sufficient, and timely manner to promote transparency and equitability in investment, using SET’s electronic portal and the Company’s website.

  1. Not seek for themselves and their stakeholders using data that has not been publicly disclosed and does not disclose confidential business or personal use, which would lead to a negative effect of the group to outsiders.
  2. To established measures to prevent the misuse of internal trading information of concerned persons, name the Board of Director, Management and related employees (including their spouses and children who are minors) related persons, not to disclose inside information to a third party or individuals involved and do not seek self and those involved of responsibilities and confidential information of the Company, as follow:-
    • Prohibiting the first forth Directors and Executive Management from the Chief Executive Officer or related officer who known internal information to disclose inside information to the third party or the such person whose involved and suspend trading of the Company over one month before the financial statements of the company will release to the public, since the company secretary would be given blackout period of notice to suspend trading in each quarter.
    • Director and Executive Management determined that the first forth from the Chief Executive Officer must report any changes of shares in their security holding the Securities and Exchange Commission (SEC) under section 59 of the Securities Exchange Act. 2535(1992) within 3 working days after the date of purchase, sell or transfer and must be made one copy such report to company secretary to be kept as evidence.
    • Company Secretary will be collect for changes in shareholding of directors and executive management to propose to the Board of Directors by quarterly.

Policy: The Company highly values management of quality, safety, and occupational health, continually applying high standards and determining and revising policy on quality, safety, occupational health, and environment as well as best practices to promote sustainable development, guidelines as follows:-

  1. Compliance with laws and regulatory requirements in term of quality, safety, health and environment comply specific standard strictly.
  2. Executive, Employee and Sub-contract’s employee or outsider people who come be grasped and practice according to the laws, policy, regulations and standard for quality, safety, health and environment strictly related.
  3. Provide public relations and communication to raises awareness and disseminate information to employee. The Stakeholders in order to know and understand the public policies rules, procedure and precautions. The quality safety, health and environment as well as guidelines to perform correctly without causing damage to health, property and the environment.
  4. Control and prevent the loss in different way, due to fire, accident, injury or illness at work, loss or damage to property breach of security. The operation could not property and the error that occurred as well as maintenance a safe working environment of employee, worker contributors and employee of contractors to contact the third party under the management’s responsibility. Employee to report workplace accidents or nearby, following steps defined.
  5. Provide control emergency plan in the operating area prepare to handle such emergency that may occurred such as fire and accident in the workplace.
  6. Provide a security officer at all level to be responsible safety in the workplace refer to the management level officer.
  7. Support monitoring the operations on safety in the workplace, according to the plan provided security management appropriate to the workplace.
  8. Supervision and follow up with various for the bug fixed for the safety of employee as has been reported or suggestion of safety in the workplace or social security.
  9. Development safety management system to comply with laws and regulations to be accessed and review regularly.
  10. Arrange for testing and practicing emergency procedure by regularly and continuous improvement.
  1. Posing with suppliers / vendors at a level appropriate for business purposes only be careful not to be alleged to be that there is a close relationship with vendors / sellers any one over the other. For an one over the other may lead to a decision to bid, negotiations etc. is not possible without justice and equality to all.
  2. Provide information that is accurate, honest, straight forward to traders / sellers without causing traders / sellers. I decided, with the understanding that mistake.
  3. Do not get invite gift to a party gift readies the type of party or reception Merchandiser / Seller held their private party or the one group whose specific include the invitation to visit merchant/ vendor propose to absorb the expenses related to the issues. This is to avoid any scandal that may exist and prevention to avoid bias that any one of the party is an advantage.
  4. Do not expect or claims the benefits personally or group of traders / seller whether the occasion or circumstance and did not receive payment or bribes in any form as whole.
  5. Did not invite traders / sellers joined proposal or forward by not supplying the demand actual or determined to be procured from vendors/suppliers, after consideration should choose to invite those vendors/sellers which intention to join and competitive willingness to participate. Should not invite traders/sellers came forward only to be used as a tools for organizing and team negotiate with other vendors /seller. In case want the cost estimate figure for budgeting must notify the vender/sellers clearly in advance.
  6. A clear right to rule and treat the traders / sellers participating in tenders by instinct, if anyone has informed action requested and should be sent to others who didn’t request, if anyone or more requested and received permission to postpone the delivery date for the bidding documents submission. They will need to reassign it to anniversary other immediately.
  7. Treatment information received from the bidders or individual tenderers as a secret should not disclosed to the price or technical data that receive from one note to other.
  8. Provide a fair transparent and honest have not any influence intervention is not justified.

Directors Ethics

Directors shall conduct themselves in the way consistent with the Company’s business morality. Directors shall always realize that their conducts are not only obligations and responsibilities towards the Company and shareholders, but also obligations and responsibilities towards customers and other stakeholders. Therefore, public interest of such persons is an utmost consideration. As such, directors shall be responsible for their own conducts, as follow:-

  1. Director conducts their functions to meet the regulatory objectives and the Articles of Association and resolutions of the shareholders' meeting.
  2. Director shall be manage their duty of care, integrity, transparency and accountability for all stakeholders’ benefit both present and future prospect as well as maintain a good image of the company.
  3. Director shall perform their duty honesty in the company business operations. It’s business independently of management and benefits’ group and no personal gain involved in the business both directly and indirectly.
  4. Director shall be administered strictly with integrity regardless of political sympathies or within political and neutralization.
  5. Director has no interest in affairs that are competitive with the company either directly or indirectly.
  6. Director shall be managed to avoiding personal’s conflicts of interest of the company for the administration effectively regarding above benefits, including;
    1. Non beneficial interest from the work whether direct or indirect.
    2. Not use confidential information of the Company in the wrongful and not disclose confidential information or documents regarding to retirement from the Company.
    3. Not be a director of business competitors of the company.
    4. No benefit or interest of the company contract.
    5. Not receipt and assets or other benefits of any act contrary to the interests of the company for personal and family entertainment herein no other ticket/gift ticket offers leisure accommodation deals to endorse or personal preference etc.
  7. Director shall be working in full capacity adherence to moral integrity to ensure maximum benefit to shareholders and treats all stakeholders fairly.
  8. Director and family must not be a shareholder or receive such benefits from the competition or any entity including a trader / seller who may have a conflict of interest with the company. However, in case of the shares of the company or such persons is a listed company at SET considered that the buying shares of such listed companies or investment fund, is not a benefit to the contrary as long as that does not affect the company performance.
  9. Director did not act in a manner which in the administration and management in other companies that have undermined the interests of the Company or benefit any person or entity whether for the benefit of themselves or others.

Employee Ethics

Ethics of employees is a guideline for personal conducts that complements regulations, rules, orders, and announcements of the group of Phol Dhanya Public Company Limited. It aims to help all employees to work effectively in a pleasant working environment, develop and strengthen teamwork culture, create satisfaction to stakeholders while keeping in mind equitability and honesty in business conducts and in interactions with colleagues; the Company, supervisors and subordinates, guidelines as follow:-

Employee Practice:

  1. Employee shall comply with the rules and regulations in the company’s operation by strictly.
  2. Employee shall perform their duties with honesty and perseverance diligently to strengthen their knowledge as knowledge and improve better performance to benefits of employees and the company.
  3. Employee shall have the positive attitude toward the company respect obey and follow the command of their superiors according to the policy and regulations of the company.
  4. Employee shall perform their duties with the knowledge, ability and performance comply the responsibility of position standard.
  5. Employee shall act under the moral good tradition, vices behavior ignores prejudice all types of drugs never pretended to be in debt cumbersome, no autism in gambling of all types or any act which is likely to affect the performance or reputation of the person and the company.
  6. Employee shall adhere to ethical moral and must not seek a reward or other benefit wrongfully as or from any other person.
  7. Employee must not engage in any occupation or profession or any act which is likely to affect the performance or reputation of the person and the company.
  8. Employee shall avoid financial obligations to individuals who do business with the company or the employees themselves. This includes the lending or borrowing, claims through the use of cheque in exchange for cash contributions to share with the exception of activities for charitable and public purposes only.

Treating Colleagues:

  1. Employee have solidarity with each other to the generous help to benefit the public. Not cause conflicts which will lead damage to the other person and the company.
  2. Employee shall treat colleagues with great hospitable politeness sincere respect and honor each other. Good interpersonal skills to be able to adjust their work with other people and do not conceal the information required for the performance of their colleagues.
  3. Employee honored others without the contributions of others to impersonate their work.
  4. Supervisors conduct to be respected and a good example of a subordinate.
  5. Supervisors treat subordinates with respect.
  6. Subordinate to listen and follow instructions of supervisors and practitioners across the supervisors themselves. Unless his superior to the commander.
  7. Employee shall avoid the information used or stories of other employees in regards to performance and personal to reveal or criticism in a way that will cause harm to employees or collective image of the company.
  8. Not take any immoral action to employee.
  9. Not commit any sexual harassment against another employee such action by causing a nuisance or caused erosion of morale in the work environment is hostile or aggressive, including interference performance of other employees without reason such behaviors include courtship, indecent assault or sexual harassment whether it be verbal or physical.
  10. Employee shall avoid and receiving the gift is more worth or to yield or biases either to the employee against another employee with superiors and subordinates.

Treatment their duty to the Company

  1. Employee discipline and conduct of the Company’s rules, good traditions whether written or not.
  2. Employee shall perform their duties, honesty and loyalty to the company, not take any action causing damage to the image and reputation of the company with interest of the company is important.
  3. Employee shall maintain the confidentiality of the Company should not disseminate innovation, both material and ideas which will affect the damage to the company and should not use information obtained from the work to their own benefit.
  4. Employee cares the company’s benefits and assets to maintain leverage fully save them from damage or decay consumes wasted prematurely and must not be used for personal gain.
  5. Employee shall perform their duties with commitment, good attitude, shares responsibility to take action to achieve objectives. In order to adhere to the policy, quality management, safety, health and environment at work by strictly adhere to and abide by the policies, rules, regulations and guidelines set forth in such matters.
  6. Employee not be involved in the action or any action that might conceal a conflict of interest with the Company or may not be on duty in justice or participated in covering and action that is illegal.
  7. Employee shall not use the authority to seek personal gain. Allies, or others business or compete with both direct and indirect may causing damage to the company.
  8. Employee is not entitled to a financial conflict of interest with clients or partners, whether as an owner, partner, shareholder, director or consultant debtor which a conflict of interest must disclose to superiors known.

Treatment to Superior and Subordinate

  1. Listen to the instruction their superior and practitioners across.
  2. Treating subordinates with mercy and justice, care and development the subordinate to make significant progress in the knowledge transfer always support, training, development to their knowledge and experience.
  3. Acknowledge comments or suggestion of his / her subordinated to applied the beneficially work.

Respect for and Compliance with Relevant Rules and Regulations

The group of Phol Dhanya PCL. highly respect and comply with relevant rules, laws and regulation prevailing in every place it enter for business. Its employees thus must respect the laws, refraining from any activities that violate the laws and conduct themselves properly in good practices, as follow:

  1. The Company will conduct business legally order declaring the whole of the relevant the regulations companies and public sector.
  2. Acknowledge and understand the duty and responsibility for observance of laws and the regulations.
  3. Review compliance with relevant laws, rule and regulations; coordinate, promote and ensure regular observance.
  4. Ensure to comply with laws, rules and regulations of the countries which the Company investor or operates a business and all employees are advised to respect the good traditions and cultures of such locally as well.

Conflicts of Interest

The Company deems that it is an important policy in conducting business to place the benefits of PHOL Group and overall stakeholders. It, therefore, determines guidelines to express its intention in moral, transparent, and verifiable business conduct and stipulates that it is a mutual responsibility of directors, executives, and all level of personnel, as well as related persons to refrain from engaging in activities that may give rise to conflicts of interest, leading to PHOL Group losing its benefits or reducing efficiency. In the case that such activities cannot be avoided, responsible units will take control of such activities to ensure that they are done in a transparent and clear manner for the maximum benefit of PHOL Group.

The BOD determines policy and procedures as in the followings:

  1. The Company has a clear and transparent shareholder structure with no cross-holding of shares with major shareholders, so the structure does not give rise to conflicts of interest. The Company discloses detailed shareholder structure of the Company and its subsidiaries in the annual report, as well as discloses securities holding of directors completely
  2. The Company has put in place clear segregation of duties between the BOD, Executive Committee, Top executives/management, and shareholders, so there is no overlapping of responsibilities. In the case that any director or executive has interest in the ongoing agenda, such person will be absent from the meeting or hold the vote to make the decision making of the BOD and executives fair and truly beneficial to shareholders
  3. Determine written governance policy and usage of internal information in the authorities and rules of employees with penalties in the case that executives or employees disclose internal information to public for their own interest
  4. Determine policy and practices for conflicts of interest and related transactions to ensure suitability of the transactions that must be reviewed by Audit Committee, and supervise to make sure that the Company complies with criteria of Securities and Exchange Commission and Capital Market Advisory Board
  5. Stipulate that directors, executives, and employees who have interests in transactions of the Company or its subsidiaries be absent from the consideration or approval of the agenda of such transactions. Pricing of such transactions are determined fairly according to normal trading conditions as if they are transactions with unrelated parties
  6. Demand that related transactions be presented to Audit Committee to give opinion before proposing for approval from the BOD, consistent with the principle of good corporate governance and the rules imposed by the Securities and Exchange Commission
  7. Demand that related transactions and transactions that may lead to conflicts of interest be disclosed according to the rules of Securities and Exchange Commission and Capital Market Advisory Board in the Annual Registration Statement (Form 56-1) and annual reports or other reports depending on each case, including disclosure of inter-company transactions in noted to the financial statement under the topic “related transactions” with the maximum benefits of shareholders in mind
  8. The Company’s ethics determines additional practices to prohibit employees from using the Company’s properties or working hours to regularly search for information, make contacts, or trade securities for their own benefits or others’ benefits and not for the Company’s benefits without reasonable necessity.
  9. Employees and their families must not engage in any activity that obstruct the Company’s benefit seeking by contacting relevant parties, including competitors, trading partners or customers, by using opportunities or information gained from being employees for their own benefits, by competing in the same business as the Company’s, or by using office hours to do other jobs other which have effects on the Company’s jobs
  10. Avoid or refrain from expressing opinion or making comments about the Company to external parties or press which may affects the Company’s reputation or operation without having authorities or responsibilities to do so

Internal Information and Treatment of Confidential Information

The Board of Directors has established measures to prevent the misuse of internal trading information of concerned persons, namely the Board of Directors, Phol Dhanya’s Management and related employees, including their spouses and children who are minors. The measures also prevent the disclosure and use of inside information not yet disclosed to the public for personal benefits; or the entering into transactions which may cause a conflict of interest. These violations are deemed serious offences and subject to serious disciplinary actions. The measures are as follows:-

  1. Directors, executives, staff and employees of the Company shall keep the company’s secrets and/or inside information confidential.
  2. Directors, executives, staff and employees of the Company shall not disclose secrets and/or inside information or exploit it for their own benefits or others’ benefits in a direct or indirect way and with or without benefits.
  3. Directors, executives, staff and employees of the Company shall not trade, transfer or receive the Company’s securities by using the Company’s secrets and/or inside information; and/or enter into any transactions by using the Company’s secrets and/or inside information that may cause damages to the Company in a direct or indirect way.
  4. All concerned persons involved with the accounting and financing preparation sheet and/or executive level are prohibited from trading Company securities for a two-week period prior to release of the Company’s quarter and annual financial statements prior within 1 working day period or 24 hours after the such release. (Blackout Period)
  5. Should they have knowledge of confidential information that could have any impact on the Company’s securities price, they are prohibited from trading Company securities until 1 working day and/or 24 hours after the public disclosure.
  6. In addition, the Board of Directors will monitor all required actions in accordance with the related measures. Any changes in a director’s, Top Executive’s or related person’s shareholding must be reported to the corporate secretary who shall further report it to the Board of Directors’ meeting for acknowledgement.

Giving and Receiving upon Gifts, Presents or others Benefits

The Company has no policy to Give and Receive gifts in all respects as well as cash in term of reciprocal to our business partners. Some allowance to grant those gifts or entertainments be only for some special occasion or traditional season and for good manner to keep customers and suppliers good relationship.

Those exceptional allowance must be followed strictly criteria as following:

  1. Must be under traditional or good practical that be generally accepted.
  2. Must be appropriate timely and occasionally.
  3. Must not be conflicted to law, regulation or Company policy subject to conflict of interests.

Information Technology and Communication

The Company recognizes the value of information technology and communication as key factors that support the operation and increase operational efficiency. It is a mutual responsibility of all employees to follow the determined policy and rules in using information technology and communication, as well as to protect the Company’s information from violation and unpermitted distribution of internal information, practice as follow:-

  1. Use electronic equipment and information or information technology for the benefits of the Company only.
  2. Not use electronic equipment and information or information technology to access into non- appropriate, non-ethical or unknown websites which may cause a harm including the dissemination of information via the internet to other people.
  3. Not to be used their own business objective or others related benefit involved with political and partisan.
  4. Employees with privileged access to content electronic mail of others act upon the approval of the authorities only.
  5. Employees shall not unlawfully access the computer system with specific access prevention Measure and measure it not for themselves.
  6. Employees should not know the prevention access to a computer that others do more Specially and take such measures to prohibit wrongful disclosure of which would damages cause to others.
  7. Prohibited any wrongful act that way of electronic means to get into the trap of others who are being sent to the computer system and computer data is not intended to public interest.
  8. Do not send electronic mail to any third party computer information or by concealment or disguise sourcing of the transmission of such information as to interfere with some else’s computer generally happy.
  9. Prohibited act with any that is likely to cause damage to computer data or electronically Relating to the security of the country, public safety computer data or an act that is intended for public use.
  10. Prohibit the import of counterfeit computer data into computer system, whether in whole or in part, or false computer data. Manner that is likely to cause damage to others.
  11. The Company has the right to inspect the use of electronic equipment and information and technology information such as sending and receiving and storing of the information without permission.

Respect to Human Rights and Fair Labor Treatment

The Company supports and respects the principle of human rights, which is the foundation of human resource development and a key factors in the creation of value-added and productivity. Essentially, the Company monitors to prevent the group of PHOL to engage in activities that violate human rights and accept practices that are beneficial to the public, such as Universal Declaration of Human Rights, the Principle of Human Rights of the United Nations.

As the following guidelines:

  1. Encourage and support employees to exercise their rights as citizens of constitutionality.
  2. Support and respect the protection of human rights by persistent surveillance supervise the business of the Company’s group to be involved in human rights abuses such as forced labor support against the use of child labor, etc.
  3. Provide system that focuses on safety and hygiene in the workplace properly to be safe from harm that may be caused either by accidents and disease.
  4. Provide fair employment conditions for employees and ensure employees receive proper compensation.
  5. Provide appropriate welfare for employees, such as the annual vacation, overtime, medical treatment as necessary and appropriate, and so on.
  6. Encourage employees to balance in life between work life and personal life. Using the sufficiency economy philosophy and encourage the opportunity for their benefits. Doing good thing for society compliance with the principles of various religions equally.
  7. Provide an appropriate complaint process for employees who have been treated unjustly
  8. The Company maintains the privacy of employees such as health history, biographies. historical of work etc. not commit an abuse of employees by disclosing personal information to the public, unless the consent of the subject employee harassment is a disciplinary offense unless done in accordance with regulations of the company or legal.
  9. The management and employees of the Company shall not act in any that violate or threaten the rights whether it is physical or verbal actions towards others based on human rights including race, color, sex, religion, language, political beliefs or other beliefs impaired/physically disabled and mentally behavior or unwanted distress, annoyance and damage.
  10. Respect the right comment of staff. It includes the freedom to make comments without the intervention to get information or comments through the media as well as provide a communication channel to listen to the freely opinions of the stakeholders.

Exercise of Social and Political Rights

Directors, executives, and employees maintain their rights and freedom to participate in various activities in the society. Yet they should refrain from any activities that violate the laws or morality or cause damages to peacefulness of the society. They should maintain personal dignity to be accepted in the society and community in which the Company is situated. As such, the Company determines the following guidelines:

  1. Adherence to Democracy and encourages employee to exercise their rights to vote in accordance with the constitution.
  2. No take action to understand that the company may involve or sponsor one political party.

Guidelines for Non-violation of Intellectual Property Rights

As the following guidelines:

  1. Companies commercial interests. It is considered "Trade Secret" as confidential or may be in the format of contract or any other agreement of the Company without opening revealed to others or copied without permission including not disclose to others or act in any manner. This will cause damage to the Company.
  2. Company will not conduct business with no infringe upon the intellectual property or rights of others.
  3. The operating results under their duties as hold the intellectual property of the company.
  4. After employment termination must be deliver such intellectual property to the Company whether the data stored in any format.
  5. Employee use of company computers must be used under permission of the copyright owner software and allowed to be used, to prevent the abuse of intellectual property.
  6. Bringing the rights of third parties or which has been or is to be used within the company will have to check be sure will not infringe the intellectual property rights of others.

Guidelines for Anti-Corruption

Policy: The Company intends to encourage all employees to work with honesty, morality and ethics in a transparent verifiable manner. It therefore, supports, encourages, and monitors employees to make sure that they comply with business morality and business ethics to ensure that the business is conducted with effectiveness and efficiency.

As the following guidelines:

  1. Employee shall perform or refrain from performing any act that may cause others to believe that the position or duties. Either they did not have a position or role.
  2. Employee shall perform or refrain from using the power of their position to seek benefits that should not like for yourself or others and refrain from any illegal action.
  3. Prohibit the employee or receive property or other benefits which are sensitive to the motivation to practice or neglect to perform their duties in a way or may cause the Company's legitimate interests.

The Company is determined to create added value and sustainably enhance the security of the business in accordance with the good corporate governance principles. To this end, policies have been established to create an efficient internal control and audit system of international standards. This will allow the company to manage risks at the appropriate level and handle key risks without affecting the achievement of company objectives. Together with a good monitor and evaluation system, a regular review of operational systems and preparation of evaluation system, a regular review of operational systems and preparation of correct, complete and credible accounting and financial reports as required by the laws, the confidence of shareholders and investors of the company can be maintained.

1) Internal Control, Internal Audit and Risk Management

The Board of Director, Audit Committee and Risk Management Committee: Must be reviewed the internal control systems, risk management and report to ensure that the Shareholders acknowledge.

Management: Must be established internal control and risk management of the Group of Company as effectiveness to ensure that the Company has complied regulations and related laws.

Internal Audit:

  • Be responsible for the review Assessment of Internal Control support the Good Governance, Control and Risk Management.
  • To suggest appropriate control measures, the operations that help add value to the organization and appropriate to the environment and changing in risk factors.

All Employee: Must compliance with the rules, command and internal control system of the Company’s group “Phol Dhanya PCL.”

2) Financial Statements and Accounting Report

  1. Preparation financial reports are accurate, complete, timely and reliable in accordance with financial reporting standards. No distortion or create false, whether any purpose.
  2. Business transactions record of the Company must be correct, complete and verifiable without any limitations or exceptions
  3. The business transaction shall be consistent and in accordance with regulations, requirements of the Company’s group including the evidence attachment sheet for sufficient and recording transactions to be completely in timely basis.
  4. The accuracy of financial reporting and accounting is the joint responsibility of the Board of Directors, Management and Staff whose are responsible for financial and accounting matters.
  5. All employee who are responsible the transaction of business transactions and/or other items of business shall be response the financial and accounting matters.
  6. Compliance with laws, regulations standards and regulations strictly under the Company’s group, correctly.
  7. Uphold honesty without any bias to the record-keeping and preparation of financial reports and the account is in good faith.

The complainant or collaborator for the fact finding activities shall be given protection under the criteria regarding the protection and fair treatment to complainants or collaborators for the fact finding beneficial to the Company in relation to fraud, noncompliance with the laws or regulations issued by governmental bodies and offence or noncompliance with rules, Articles of Association or Ethics of the Company as follows:

  1. Complainants or collaborators can seek to remain anonymous if he/she feels that the revelation may cause any harm or damage. However, if the name is revealed, the Company can keep them informed of the progress, clarify the matter and take remedy action more easily and quickly.
  2. The Company will keep all the related information in confidential and can only be assessed as necessary to protect the complainants, source of information or related persons.
  3. In case the complainant feels that there may be harm or damage or trouble to them, they may ask the Company to take measures to protect them as appropriate or the Company may establish measures to protect the complainant without any request if it sees that damage or trouble or harm is likely.
  4. The person suffering damage or trouble as a result shall be given appropriate and fair relief assistance.

The Company has a guideline for the protection of rights of stakeholders who are affected by the violation of rights by the conduct of business of the Company’s group/ Compensation of amount not lower than that required by the lay will be considered.

  1. It is the duty and responsible of the Board of Director Management and Employee to be understand and abide by a strict code of business conduct.
  2. It is the duty and responsibility of employees to evaluate themselves refer the such business Ethics according to the company’s rule impose a disciplinary penalty by the unethical action.
  3. Provide the internal control and internal audit system.
  4. Inquiry or investigation in cases of doubt whether a criminal or ethics regarding complaints procedure. (Item 4)

Reported in cases of doubt or complaint actions to be unethical. There are several channels independently such as Telephone, Telefax, Email, Letter attention to the following person:-

  • The individual Section Head
  • Human Resource Section Head
  • Internal Audit Section Head
  • Company Secretary
  • Chief Executive Officer

Although the report and complaints must be in writing.

The Company's Business Code of Conduct Discipline is one which Director Top Management and all Employee must be maintain strictly compliance and the employees who wouldn’t comply will be considered in violation of disciplinary the company’s rules.

In case where Management and Employee conduct themselves in a manner that constitutes a conflict of interest with the Company. An action to determine by the Company's management structure and regulations be considered as preliminary concludes his/her superiors and reporting to the each task top management to consider and determine the guilt and the penalty as appropriate.

But if a conflict occurred and caused severe damage to the company is huge may not be in the authorized decision shall be subject to the Executive Committee to determine and impose the right conclusions.

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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