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Anti-Corruption Policy

1. Policy Statement
Ananda Development Public Company Limited (“the Company”) holds fast to the philosophy and confidence that conducting business with ethics and fairness to all parties, strict compliance with the laws and code of business ethics, transparency and accountability, as well as social and stakeholder responsibility under the good governance principles is the vital element of the its development into a sustainable organization. Hence, the Company partook in “Thailand’s Private Sector Collective Action Against Corruption” in order to demonstrate its standpoint and commitment against corruption in all forms.
To ensure that the Company’s business operations, which are exposed to corruption, shall be considered and carried out prudently, the Board of Directors has deemed it appropriate to formulate the “Anti-Corruption Policy” in writing as a practice guideline for directors, executives and all employees to strictly follow.
2. Definition
The Company refers to Ananda Development Public Company Limited, its subsidiaries and affiliates.
Misconduct refers to commission or omission of a particular act in official position; or abuse of entrusted power in all forms, whether giving or taking bribes, or offering, promising, soliciting or demanding asset, money, privilege or any other benefits contradictory to morality, ethics, as well as to the laws, rules, regulations and policies, to and from government officials or any other persons involved in the business of the Company or its affiliates, either domestically or overseas, in attempt to gain undue direct or indirect benefits either for the organization, oneself or related persons; unless allowed by the laws, regulations, notifications, rules, local traditions or business norms.
Misconduct in office refers to the commission or omission of a particular act in official position or in the course of duty; or the commission or omission of a particular act in the manner likely to cause other persons to believe that the person so committing/omitting holds such office or duty although he/she does not; or the exercise of power in office or in the course of duty to gain undue benefits for oneself, other third parties or related persons.
Related persons refer to spouse, children, parents, siblings or close relatives of directors, executives and employees of all levels of the Company and affiliates.
Political contributions refer to financial or in-kind contributions, and/or encouragement of employees’ participation in political activities in the Company’s name in order to support political parties, politicians or persons associated either directly or indirectly with politics or political forces, which lead to any discord within the Company and the nation, or in order to gain wrongful privileges or business advantages. This does not apply to political participation where personal liberty of employees is exercised.
Sponsorship refers to money reasonably paid to or received from customers, suppliers and business partners on a suitable occasion, with the purpose of promoting the business, brand or reputation of the Company, building business credibility and establishing good business relationship.
Corruption risk management refers to formulation of guidelines and procedures in identifying, analyzing, assessing, managing and monitoring the Company’s operating processes which are exposed to corruption or wrongful omission of duty, reviewing measures and setting guidelines against corruption based on the analysis results, as well as enhancing transparency in administration and operations, so as to minimize loss and maximize positive opportunity for the Company.
3. Policy
3.1. All directors, executives and employees of the Company are prohibited from committing or tolerating or abetting corruption in all forms, either directly or indirectly, through related persons or organizations, by offering, promising, soliciting, demanding, giving or accepting bribes, or exhibiting any behaviors indicative of misconduct or corruption. Likewise, all related organizations, customers, suppliers, contractors and subcontractors are encouraged to adopt the same practices. Guidelines on these shall be reviewed to ensure consistency with the policies, procedures, rules, regulations, notifications, the laws and business changes.
3.2. The Company has a policy to maintain political neutrality and not take part in any activities that may infer its involvement in or advocacy of any particular political party or force. It shall stay politically neutral, not be partial to any political party or group, and not utilize corporate resources in supporting any political party or assisting any political candidate in particular. In this regard, the Company’s employees can exercise their rights as a good citizen under the Constitution and other relevant laws.
3.3. The Company, in the course of doing business, has no policy to give or take bribes in all forms. All business practices and contacts with government and private sectors must be done on the basis of transparency and integrity, as well as in accordance to relevant laws.
3.4. The Company shall oversee that all the donations, sponsorships, business gifts and contributions made are transparent and lawful
3.5. The Company has implemented appropriate and constant internal control and audit to prevent employees’ non-compliance with this policy.
3.6. The Company has provided training regarding anti- misconduct and corruption to all directors, executives and employees, so as to promote integrity and accountability as well as to convey the Company’s commitment thereto.
4. Duties and Responsibilities
4.1 Executive Committee is responsible for:
1) Formulating policies and supervising the establishment of an effective anti-corruption system in order to ensure that the anti-corruption effort is recognized across-the-board.
2) Getting a thorough understanding of major factors and causes that possibly lead to misconduct and corruption risks of the Company, as well as endorsing the Management’s approaches against such risks.
3) Acting in an exemplary manner by exhibiting integrity and commitment against all forms of corruption.
4) Creating and nurturing a corporate culture of good governance in order to facilitate the prevention and suppression of corruption.
5) Supporting independent units, i.e. the Audit Committee, the Risk Management Committee, internal audit office, other relevant units of the Company and external regulatory bodies, in their duty in the prevention and suppression of corruption.
6) Communicating and emphasizing the Board of Directors’ and the Management’s expectations in regard to the anti-corruption effort to employees of all levels, for their acknowledgement and earnest practice.
4.2 Corporate Governance Committee is responsible for:
1) Considering to ensure that the Anti-Corruption Policy by the Management is appropriate to the Company’s business model, corporate environment and culture; and proposing it to the Board for approval.
2) Reviewing the appropriateness of revisions to the Anti-Corruption Policy by the Management; and proposing it to the Board for approval.
4.3 Audit Committee is responsible for:
1) Reviewing to ensure that the Anti-Corruption Policy by the Management is appropriate to the Company’s business model, corporate environment and culture.
2) Reviewing the appropriateness of revisions to the Anti-Corruption Policy by the Management.
3) Reviewing the financial and accounting reporting systems as well as reports on the audit of internal control system and corruption risk assessment presented by the Internal Audit Office, in order to ensure that such systems carry the lowest risk opportunities for corruption affecting the Company’s financial position and operating performance, and are appropriate to the Company’s business model according to international standards, meticulous, suitable, up-to-date and effective.
4.4 Risk Management Committee is responsible for:
1) Considering corruption risk management policy and framework.
2) Monitoring corruption risk identification and assessment processes, in order to report to the Board of Directors on possible risks and management thereof.
4.5 Executives
1) Conduct themselves as an example to employees in promotion of ethics and code of conduct; establish systems that promote and encourage the Anti-Corruption Policy in order to communicate the principle to employees and all related parties; as well as review the appropriateness of such systems and measures; set work procedures to guard against corruption, e.g. segregation of staff duties for checks and balances, and documentation.
2) Implement internal control activities to prevent corruption risks in each unit and in the course of responsibilities discharge.
3) Review and monitor employee operations to ensure compliance with the policies, rules, regulations, notifications and directives of the Company.
4) Report corruption cases to the Audit Committee or the Board of Directors, as appropriate on a case-by-case basis.
5) Encourage and motivate employees to perform their duties honestly, to sacrifice for the common good, to honor good persons and to counter misconduct and corruption.
6) Create anti-corruption awareness and communicate available whistle-blowing channels to employees.
7) Promote a corruption-free corporate culture; protect the employees who refuse to engage in misconduct and corruption, e.g. by not demoting, punishing or forcing any negative consequences on them, although such refusal may result in the Company’s loss of business opportunity.
4.6 Employees
1) Comply with the Company’s policies, rules, regulations and directives pertinent to anti-corruption, including the code of business ethics and employee code of conduct.
2) Report suspicious circumstances or corrupt behaviors of the Board of Directors, executives, employees as well as third parties, e.g. business partners, customers, related persons and etc, according to the specified processes.
3) Support and cooperate in the prevention and suppression of misconduct and corruption.
4) Create a corruption-free corporate culture as well as value virtuous and ethical behaviors.
5) Employees of all levels must disclose their conflicts of interest with the Company.
5. Practice Guidelines
5.1. All directors, executives and employees must comply with the Anti-Corruption Policy, Code of Business Ethics, Director Code of Conduct, Executive and Employee Code of Conduct, and Good Corporate Governance Policy of the Company, including relevant regulations and procedures of the Company, and any other guidelines to be specified in the future.
5.2. The Company’s director and top executives lacking trustworthiness on the grounds of misconduct and corruption shall be subject to penalties under the Public Limited Companies Act B.E.2535, the Civil and Commercial Code, the Securities and Exchange Act B.E.2535 as amended by the Securities and Exchange Act (No.5) B.E.2559, the Capital Market Supervisory Board’s notifications, the Stock Exchange of Thailand’s rules, regulations and notifications, and other relevant laws.
5.3. Employees must not disregard or ignore behaviors of possible misconduct and corruption related to the Company when witnessing one, and shall report the case to their supervisor or responsible person or the Audit Committee, including cooperate in the investigation thereof. Having any questions, they need to consult the supervisor or the Human Resources Management and Organization Development Division via the provided channels communication.
5.4. The Company shall ensure fairness and safeguard employees who refuse or report cases of misconduct and corruption related to the Company. Such employees shall be safeguarded against punishment, unfair transfer or bullying. All reports shall be investigated by specifically appointed staff.
5.5. Employees committing misconduct and corruption related to the Company shall undergo disciplinary action according to the Company’s regulations, including legal action if such act violates the laws.
5.6. Granting or accepting sponsorships must be in accordance with the Company’s policy, in a transparent and lawful manner with proper evidence and bookkeeping. Such sponsorships are subject to the control and inspection measures to ensure that they do not constitute any misconduct or corruption. Procedures pertinent to approval and use of sponsorships shall be consistent with the internal control process.
5.7. The Company shall make charitable donations, both in financial or other forms of aid, as a part of its CSR activity, and also as a means of public relations and promotion of corporate image without expecting business gain in return.
5.8. Donations and sponsorships granted by the Company are subject to approval of authorized persons under the criteria that:
1) Such activities must be consistent with and related to the Company’s policies and plans.
2) Recipients must be clearly named and be entities or organizations established specifically for receiving donations or sponsorships
3) Objectives for which the donations and sponsorships are used must be clearly defined, measurable and evaluative.
4) Such activities are of finite duration.
5) Places for which the donations or sponsorships are used must be clearly specified.
6) Expected benefits from the use of such donations or sponsorships must be specified, as to the persons it would benefit, as well as the direct and indirect benefits, both in quantitative and qualitative terms.
7) Evidences or receipts that enable inspection of use of payments and operations must be provided.
5.9. With respect to the offering or receiving gifts, entertainments and other expenses, all executives and employees shall comply with Executive and Employee Code of Conduct and the No Gift Policy.
6. Provision in Implementation
6.2. Any operations under the Anti-Corruption Policy shall conform to guidelines specified in the Code of Business Ethics, Director Code of Conduct, Executive and Employee Code of Conduct, Good Corporate Governance Policy, Internal Controls and Risk Management, No Gift Policy and any other policies or procedures to be specified in the future.
5.2. The Company’s director and top executives lacking trustworthiness on the grounds of misconduct and corruption shall be subject to penalties under the Public Limited Companies Act B.E.2535, the Civil and Commercial Code, the Securities and Exchange Act B.E.2535 as amended by the Securities and Exchange Act (No.5) B.E.2559, the Capital Market Supervisory Board’s notifications, the Stock Exchange of Thailand’s rules, regulations and notifications, and other relevant laws.
7. Internal and External Communications
7.1. The Company places an importance on internal communications via various media such as Intranet and bulletin board, as well as on the human resources management in effort to inculcate, disseminate and foster ethical conduct in employees and executives, thereby bringing to greater awareness the significance of good corporate governance, risk management and internal control in preventing misconduct and corruption. In addition, internal media are crucial channels for reporting cases to the Management.
7.2. The Company shall disclose corporate information to shareholders, executives, customers, employees, stakeholders and involved parties via the Annual Report and official website, or by any other appropriate means, in order to ensure transparency and accountability of its business operations.
8. Risk Management and Assessment
The Company puts a high value on the risk management process in the identification of corruption risks associated with its business operations, e.g. embezzlement, fraudulent financial reporting and other types of misconduct. In this, the risks are analyzed, in terms of both likelihood and impact, to develop risk response measures. To mitigate and prevent such risks, the process takes into consideration the control activities, the monitoring of internal control, including the assessment of the ability to prevent and detect corrupt transactions, errors, and regulation compliance or non-compliance. Examples of the Company’s processes exposed to corruption are finance, sales, marketing, other services, cash, documents, procurement and etc.
9. Monitoring
The Company attaches great importance to the internal audit process and the evaluation of internal control adequacy, which is carried out through self-assessment. It also encourages the use of technology in examining misconduct and corruption on a regular and all-embracing basis.
The Internal Audit Office is responsible for examining and reviewing that business operations are accurate and in compliance with policies, guidelines, authority, rules, the laws and regulations of regulatory bodies, in order to ensure that the Company’s internal control system is appropriate and adequate against possible risks in corruption. Results thereof shall be reported to the Audit Committee.
This Anti-Corruption Policy has been approved by the Board of Directors at the Board Meeting No. 11/2016 on 19th December 2016.