Fraud Refers to any intentional act committed to obtain undue benefits for oneself or for others (such as family members, relatives, or close associates). Fraud can be categorized into three types: corruption, embezzlement, and accounting fraud.

Corruption Refers to the misuse of authority or position to gain improper benefits, including the giving or receiving of bribes in any form, through offering, promising, soliciting, or accepting money, property, or any other improper advantage, to or from government officials, public agencies, private entities, or any related persons, whether directly or indirectly, in order to induce such persons to act or omit to act in the performance of their duties, or to obtain or maintain improper business benefits.

Bribery Refers to the giving or receiving of money, assets, or any other benefits, such as cash, gifts, or items of value, in order to influence or exchange for a decision or behavior that improperly favors the bribe giver.

Charity Contribution Refers to the giving or receiving of money or assets to individuals or legal entities with the intention of supporting society, without seeking any business return or personal benefit.

Sponsorships Refers to the provision of money or assets to individuals, organizations, or activities for marketing purposes, without any hidden intent, expectation of return, or aim to gain an unfair business advantage.

Political Contributions Refers to financial or other forms of assistance, whether direct or indirect, provided to support political activities, political parties, politicians, or politically active individuals, with the expectation of obtaining favors, special privileges, or business advantages.

Facilitation Payments Refers to the payment of small, unofficial fees to government officials made to ensure the performance of routine governmental actions or to expedite processes that do not require the official’s discretion, and which are duties the official is already obligated to perform by law. Such payments include, for example, applications for permits or certificates, or the receipt of public services.

Conflict of Interest Refers to situations in which a company’s director, executive, employee, or personnel has a personal interest that may influence their decision-making or performance of assigned duties, resulting in a potential conflict with the interests of the organization or the public.

Revolving Door Refers to situations where individuals from the public sector take positions in the private sector, or individuals from the private sector assume policy-related roles in the public sector, creating a risk of corruption or conflict of interest. Such situations may cause government officials to act without impartiality in their supervisory roles, or lead private sector personnel to influence public policy in favor of their organizations.

Government Official/Employee Refers to cases in which a person who is, or was, a government official, politician, or advisor to a public agency subsequently works for a private company and may use their connections or insider information to benefit that company. This can result in a conflict of interest between the functions of government agencies or regulatory bodies and the businesses under their supervision, with the intent of gaining an unfair business advantage or shaping policies that favor the private entity employing the former public official.

Gifts Refers to anything of monetary value or that can be exchanged for goods or services, such as cash, gift cards, entertainment, or travel.

Entertainment & Hospitality Refers to meals, beverages, services, or related expenses provided as part of hospitality extended to individuals or groups, without any expectation of return or intention to gain an unfair business advantage.

Local customs and traditions, or business practices Refers to local festivals or significant days during which gifts may be given, as well as occasions for offering congratulations, expressing gratitude, welcoming, offering condolences, or providing assistance in accordance with socially accepted customs and etiquette.

Company Refers to AP (Thailand) Public Company Limited, its subsidiaries, or joint ventures.

Director Refers to the Board of Directors.

Executive Refers to company executives from the level of Assistant Managing Director and above.

Employee Refers to regular employees, daily employees, and contract employees who receive compensation from the Company.

The Board of Directors, executives, and employees of the Company and its affiliates must not solicit, engage in, or accept any form of corruption, whether directly or indirectly, for personal gain or for the benefit of others. This includes but is not limited to offering, promising, soliciting, demanding, giving or accepting bribes, or engaging in any behavior that may be construed as corrupt or unethical.

• The Board of Directors is responsible for establishing anti-corruption policies and measures, monitoring their implementation, and promoting an organizational culture that emphasizes anti-corruption practices. The Board must ensure that the Company operates with transparency and accountability to society.
• The Audit Committee is responsible for reviewing the internal control system, financial and accounting reports, internal audit processes, and risk management systems to ensure alignment with international standards and operational efficiency. The Committee shall also provide advice and monitor strict compliance with the Company’s anti-corruption policies and procedures.
• The Risk Management Committee is responsible for overseeing the establishment of appropriate anti-corruption policies and measures that are suitable for the Company’s business model, environment, and organizational culture. The Committee shall also evaluate corruption-related risks and ensure that the corruption risk management plan keeps such risks at an acceptable level.
• The Chief Executive Officer, Managing Director, and executives are responsible for promoting and supporting compliance with the anti-corruption policy and procedures. They must ensure that operational systems and control measures are in line with the Company’s Anti-corruption Policies and Procedures.
• The Internal Audit Department is responsible for reviewing operational practices to ensure compliance with the anti-corruption policy and related regulations. It must assess corruption risks and report findings to the Audit Committee to ensure that the Company’s internal control system is effective and consistent with established policies and procedures.
• All employees are required to comply with the anti-corruption policy and procedures and to report any suspicious incidents or behaviors that may involve corruption by directors, executives, employees, or external parties such as business partners, customers, or other stakeholders, in accordance with the reporting procedures defined by the Company.

• Directors, executives, and employees must comply with the Company’s Anti-Corruption Policy and Procedures and must not engage, either directly or indirectly, in any form of corruption.
• Directors, executives, and employees must not ignore or overlook any potential acts of corruption. If any conduct suspected of corruption is observed in connection with the Company’s business, it must be promptly reported to a supervisor or through the Company’s designated reporting channels. All personnel must cooperate fully in any investigation, including providing relevant documents or evidence.
• The Company has established key operational procedures and regulations to ensure consistent standards of conduct for all employees, as follows:
  
  1. The Company maintains strict financial disbursement procedures, including defined approval limits, clear purposes for payments, and proper supporting documentation and evidence for every transaction.
  2. The Company has implemented sales and marketing procedures designed to control and mitigate significant risks. These processes are subject to regular review and monitoring to ensure compliance and effectiveness.
  3. The Company’s procurement management process, including bidding, contracting, and supplier selection, ensures transparency and fairness. All business partners are subject to risk and capability assessments to ensure that procurement activities are in line with Company regulations and deliver the greatest benefit to the Company.
  4. The Company has established human resource management procedures covering recruitment, selection, promotion, training, performance evaluation, compensation, and disciplinary actions. The Company also protects employees who refuse to engage in corruption, even if such refusal may result in the loss of business opportunities. Employees will not face demotion, disciplinary action, or other negative consequences for rejecting corrupt activities.
  5. Supervisors at all levels are responsible for communicating the Anti-Corruption Policy and Procedures to their teams, ensuring that business activities under their responsibility are conducted effectively and in compliance with the policy, and for monitoring implementation of anti-corruption measures.
  6. The Company encourages all employees to strictly adhere to the Anti-Corruption Policy and Procedures as part of their work discipline and code of conduct. Any employee who neglects, omits, or intentionally fails to comply shall be considered in violation of Company rules and subject to disciplinary action and possible legal penalties. The Company also maintains a policy of non-retaliation toward employees who report suspected acts of corruption or provide related information in good faith.
• The Company includes corruption risk assessments and anti-corruption measures in its annual audit plan to ensure that all measures remain effective and aligned with any changes in risk exposure.
• The Company maintains systematic documentation and record-keeping to enable effective verification of financial accuracy and appropriateness. Operational procedures are in place to ensure that all transactions are completely, transparently, and accurately recorded and can be traced and audited, thereby preventing false, misleading, or unexplained entries.

• Practices Regarding the Receiving/Giving of Gifts, Entertainment, and Hospitality

  The Company recognizes that maintaining good relationships with business partners is a key factor for continued success. Accordingly, the Company has established a written policy regarding the receiving and giving of gifts, as well as entertainment and hospitality, to provide guidance for proper and transparent practices (Announcement No. AP-IARM-078/2565). The summarized guidelines are as follows:

  Receiving Gifts, Entertainment, and Hospitality
  1. Directors, executives, and employees must not accept or solicit gifts, benefits, or hospitality from customers, partners, or other stakeholders in any circumstance if doing so could compromise impartiality in decision-making, create bias, cause discomfort, or result in a conflict of interest. It is strictly prohibited to have someone else accept a bribe on one’s behalf.
  2. Acceptance of gifts, benefits, or hospitality during local customary events, traditional festivals, business etiquette occasions, or when necessary to maintain good personal or organizational relationships is allowed, provided the value does not exceed THB 3,000 per occasion.
  3. In cases where it is not possible to refuse a gift or benefit, or its receipt is necessary, the recipient must complete a “Gift Report Form for Employees for Items Valued Above THB 3,000” within 7 days, and submit it to a C-Level executive. Upon receipt, the C-Level executive shall determine fair allocation within the relevant business unit or forward the gift to the Company’s central HR Service for proper handling.
  Giving Gifts, Entertainment, and Hospitality
  1. Directors, executives, and employees must not give gifts, benefits, entertainment, or hospitality, nor delegate others to do so on their behalf, in a manner that constitutes bribery or as a return for obtaining improper business advantages.
  2. Giving gifts, benefits, entertainment, or hospitality on customary occasions, such as local festivals or business etiquette practices, is permitted, provided that it does not create a conflict of interest or violate the law, does not exceed THB 3,000 in value, and receives approval according to the Company’s authority framework.

  For detailed policies and procedures regarding the receiving and giving of gifts, entertainment, and hospitality, please refer to Announcement No. AP-IARM-048/2568.

• Guidelines for Charity Contribution or Sponsorship

  The Company conducts its business in accordance with the principles of good corporate governance, while also taking into account social responsibility, environmental considerations, and stakeholder interests to ensure transparency and accountability. Sponsorships provided by the Company must have a legitimate business purpose, such as promoting the Company’s business, brand, trade name, trademark, or reputation. Sponsorship must not have hidden agendas or be used as a cover to gain undue advantage over others. Charity contribution, on the other hand, is intended as contributions to society or as social giving, such as support for education, religious institutions, arts and culture, hospitals, and similar causes, without seeking business-related benefits in return. The guidelines are as follows:

  1. Charity contribution or sponsorships must comply with applicable laws, uphold ethical standards, and not result in harm to society. They must not be used as a pretext for bribery.
  2. All charity contribution or sponsorships must receive approval according to the Company’s authority framework. The approval must specify the recipient organization, purpose, date, and value of the donation or sponsorship, along with any relevant documentation regarding the recipient organization.
  3. Any donation or sponsorship must be supported by verifiable documentation, such as an official receipt or other evidence clearly identifying the recipient, for example, a letter of appreciation, certificate of acknowledgment, or photographs of the event, to ensure transparency and accountability.
• Guidelines for Political Assistance or Support (Political Contribution)

  The Company maintains a politically neutral stance, and does not support or favor any political party. The Company does not provide financial or other forms of support to political parties, political groups, political authorities, or election candidates, either directly or indirectly, at any level, whether local, regional, or national.

  The Company respects the political rights of employees as responsible citizens under the Constitution, including voting and political party membership. Employees are encouraged to exercise their political rights and freedoms within the limits of the law. However, employees must recognize that any politically related actions must not cause direct or indirect harm to the Company, nor may Company resources be used for illegal political activities or in ways that could lead to bribery. The guidelines are as follows:

  1. Employees may exercise their political rights in their personal capacity, taking care not to act in a way that could be perceived as representing the Company.
  2. Employees participating in political activities must avoid any actions, or failure to act, that could give the impression that the Company favors any political party or supports political operations, political groups, political authorities, or election candidates.
  3. Employees involved in political activities must not wear Company uniforms, use Company symbols, or engage in any actions that could give the impression that the Company favors any political party or supports political operations, political groups, political authorities, or election candidates
• Guidelines for Preventing Conflicts of Interest

  The Company conducts business in accordance with good corporate governance principles, adheres to the Company’s Code of Conduct, and promotes employee integrity, honesty, transparency, and accountability. To prevent potential conflicts of interest, the Company has established the following guidelines:

  1. Any director, executive, or employee intending to accept a position as a director or advisor in a company, organization, or business association operating in the same line of business as the Company must notify the Board of Directors in advance.
  2. Directors must immediately disclose any potential conflicts of interest and relevant details to the Chairman of the Board of Directors. They should abstain from participating in discussions, expressing opinions, or voting on matters in which they have a personal interest, or otherwise indicate their intent not to be involved in decisions on such matters.
  3. To ensure transparency and accountability, the Company should publicly disclose major shareholders’ information, prepare related-party reports, and require directors and executives to report changes in shareholdings to relevant authorities in accordance with the law. All meeting records should be accurately maintained and available for audit or review.
  4. In cases of mergers, acquisitions, or business purchases, the Board of Directors should establish an independent unit to review the fairness of valuation and ensure transparency throughout the process.
  5. Employees, including their family members, must notify the Managing Director or HR line manager in writing if they are involved in decision-making in any business that may create direct or indirect benefits, potentially resulting in a conflict with the Company’s interests.
• Guidelines on Facilitation Payments

  The Company has a strict no-facilitation payment policy, whether directly or indirectly. The Company shall not make or accept any payment in exchange for facilitating or expediting business operations.

• Guidelines on Hiring Government Officials or Employees (Revolving Door)

  The Company does not hire current government officials or employees in positions that could create a conflict of interest or be interpreted as a reward in exchange for business advantages, as such actions may present corruption risks. However, if it is deemed necessary to hire former government officials or employees, the Company has established the following measures to mitigate potential risks:

  1. Cooling-Off Period: Any former government official or employee must have left their position for at least 2 years, or comply with any legally mandated specific period.
  2. Background Checks: The Company conducts a thorough background check to determine whether a candidate is a current or former government official or employee. This is a standard part of the recruitment process, particularly for executive-level positions, to identify potential conflicts of interest.
  3. Disclosure: The names and backgrounds of any appointed executives, directors, or advisors who are former government officials or employees must be disclosed, along with the rationale for their appointment, in the Company’s annual report.

• The Company promotes awareness and understanding of its anti-corruption policies and measures among all directors, executives, and employees, especially those working in high-risk areas. This is achieved through continuous training, including orientation programs, online seminars, information dissemination via the intranet, internal emails, and official announcements. The aim is to ensure that all personnel can apply the policies correctly and effectively.
• The Company publishes its anti-corruption policies and measures, including whistleblowing procedures, to all stakeholders through various channels, such as the Company website, annual reports, and other communications, to ensure clear understanding and awareness of proper practices.
• If personnel have any questions regarding anti-corruption policies and measures, they may contact their supervisors, the Secretary of the Audit Committee, or the Compliance Department for guidance and clarification.

The Company has established systematic, transparent, and fair channels for reporting concerns, along with measures to protect whistleblowers. This ensures confidence among all parties that the process is conducted fairly and in accordance with the Company’s Whistleblower Policy. The channels for reporting concerns are as follows:

Further details can be found in Announcement No. AP-IARM-047/2025.

If there are any questions regarding whistleblowing, personnel may seek guidance or consult their supervisor, the Internal Audit Department, or the Human Resources Department.

Corruption is considered a disciplinary offense and is punishable under the law. If any directors, executives, or employees of the Company fail to comply with the Company’s anti-corruption policies and measures, whether directly or indirectly, such actions shall be deemed a violation of the Company’s work regulations. Disciplinary measures under the Company’s regulations shall apply, in addition to any penalties prescribed by law.

The Company requires that its anti-corruption policies and measures be reviewed at least once a year, or whenever there are changes in relevant laws, rules, or regulations. This ensures that the policies and measures remain consistent with the Company’s practices and comply with applicable laws and regulations. The reviewed policies are then submitted to the Board of Directors for consideration and approval.