Definition
- Code of Conduct" means the standard set to determine behavior and conduct for compliance by directors, executive and employees to prevent misconduct or an act that may affect reputation of the Company.
- Director" means director of AP (Thailand) Public Company Limited and subsidiaries.
- Executive" means Chief Executive Officer, Chief Operating Officer, Vice Chief Operating Officer, Assistant Chief Operating, Operating Officer or equivalent and higher.
- Employee" means an employee according to articles of association of the Company.
- Supervisor" mean an employee having a power to order, assign, supervise or control work to ensure compliance with the Company's policy, including to have an authority to apply a disciplinary penalty measure to employees of the Company.
- Third Party" means a person and/or juristic person related to operation of the Company, including shareholders, customers, suppliers, creditors, trade competitors and overall society.
- Conflict of Interest" means any activities which may have personal requirement or related person whether directly oy any other way to affect the decision or obstructs or hinder the highest benefits the Company may have.
- Stakeholder" means shareholders, customers, suppliers/creditors, trade competitors, employees, communities/society and environment.
1. Business Code of Conduct
The Company has a policy to conduct business to meet legal extent, notification or requirement of the agent regulating the Company's business operation and articles of association strictly, taking responsibility to the society including all stakeholders under the Good Corporate Governance.
Shareholder Code of Conduct
The Company recognizes duties and responsibility to create added value to shareholders, based on honesty and transparency, taking into account benefits of our shareholders as a priority. Followings are our practice guidelines:
- (1) All shareholders are treated equally. Shareholders' advice are well received for further action to bring about best interest.
- (2) Directors, executives and exmployees perform duties with responsibility, caution and honesty for highest benefits of the Company. They are refrained to commit any act that may have a conflict of interest with the Company.
- (3) The Company's information is disclosed correctly, completely, with transparency to ensure shareholders and related parties receive all information equally.
- (4) Directors, executives and employees are refrained from exploiting benefits for themselves and related parties by using interal information which has not been disclosed to the public or the Company's confidential including any information which may bring damages to the Company.
- (5) Directors must administrate work by adhering to morality and ethics, including promote the morality in all levels, including supervising and manage the conflict of interest which may occur within the Company.
Employee Code of Conduct
Realizing that employees are the most valuable assets and they are the core power that contributes to corporate success, the Company has determined the practice guidelines as follows:
- (1) Strictly comply with labor law, work regulations or any other regulations related to employees.
- (2) Treat employees with politeness and respect individuality and personal right of all employees. Employee's personal data is kept confidential.
- (3) Determine fair employment conditions and ensure employees receive appropriate compensation and welfares.
- (4) Regularly arrange projects that promotes and improves knowledge and skills of employees to increase their competency, leading to progress and stability of career path.
- (5) Take care of the environment and ensure work system is safe for the employee's life and assets, including good hygiene health.
- (6) Receive opinions and advice, provide channels that employees may make a complaint in case of unfair event or give information in on the matter that may be against the law. Have in place remedy procedures including protection measure for whistleblowers.
Supplier/Creditor Code of Conduct
The Company has in place the policy to give an equal treatment to all suppliers/creditors under following practice guideline.
- (1) Allow all suppliers for their business opportunities, determine criteria for procurement which is transparent, equal and fair, taking into consideration highest benefit of the Company.
- (2) Avoid the procurement that may have a conflict of interest with the Company.
- (3) Strictly comply with conditions agreed with suppliers or creditors.
- (4) Avoid taking gifts, accepting invitation to a party or bangquet from the supplier in which the event is arranged with specific purpose or for any other interest.
- (5) Be punctual at payment, following the conditions agreed.
Ethics for customers
With strong determination to develop real estate to meet demand of customers from all bases, the Company has determined practice guideline as follows:
- (1) Provide services and treatment with politeness and equality.
- (2) Develop real estates with quality, adhering to the standard without taking excessive profit.
- (3) Provide information and advice that is complete, correct, adequate, not distorting facts about houses, condominium and services.
- (4) Strictly comply with conditions set with customers. Notify the event of unability to comply with such conditions in order to jointly seek for solution.
- (5) Provide a system that stores customers' data, have in place a measure to keep customers' confidential, refrain from using customers' for any inappropriate purpose.
- (6) Arrange a system or a channel to ensure customers can shares their opinions or complaints about services and notify related parties, and notify customers within appropriate time frame.
Competitor Code of Conduct
The Company has a policy to conduct business based on honesty, integrity, fairness, transparency, with practice guideline as follows:
- (1) Comply with the international competition rules generally accepted.
- (2) Refrain from exploiting confidential information and having an access with dishonest procedures, against morality and laws.
- (3) Refrain from damaging reputation of competitors by making negative accusations or distorting the fact.
Community, Society and Environment Code of Conduct
Realizing that duties and responsbility to communities, society and environment is a mission to develop our society as a whole to lead to good quality of life, the Company has then determine practive guidelines as follows:
- (1) Comply with laws and regulations related strictly.
- (2) Promote, cultivate responsibility to community, society and environment among employees constantly.
- (3) Promote, support activities that generayes benefits to the public and society.
- (4) Promote participation on activities that bring about safety, occupational health and environment quality among executives and employees.
- (5) Establish a measure that initiate energy-saving and effective consumption of resources.
2. Director Code of Conduct
- (1) Perform duties to the extent of laws, objectives and articles of association including resolution of shareholders.
- (2) Execute work with an adherance to morality and ethics and perform duties with honesty and integraity, promote an adherance to morality and ethics, oversee and manage the settle on any potential conflict of interest within the Company.
- (3) Administrate work by avoiding a conflict of interest. Refraining from exploiting from the directorship.
- (4) Perform duties with intention, perserverance, maintain regulations of the Company to set a good example to employees to progress accurately.
- (5) Be independent in making decision and adhere to justice.
3. Exeucutive and Employee Code of Conduct
- (1) Perform work with honesty, integrity and justice. Report any event that may cause damages to reputation and assets of the Company without delay.
- (2) Closely supervise subordinates with justices and refrain from being bias.
- (3) Comply with policies, rules, regulations of the Company strictly. Promote, support and supervise to ensure subordinates's compliance.
- (4) Not using working time for any other purpose or personal benefit.
- (5) Refrain from conducting business with the same condition or that being in competition with the Company's business whether for personal benefits or other person's. Not being a shareholder with controlling power which may cause damage to the Company.
- (6) Refrain from the act that may affect reputation of the position, title and honor of the Company.
- (7) Refrain from notifying or using false statement, or concealing statement that should be notified to the Company.
- (8) Not working with negligence. Refraining from commiting any act which is not suitable to one's duties to ensure work is achieve correctly and with integrity.
- (9) Not concealing or distorting statement in order to acquire personal benefit or for other person which may eventually damages the Company, directly or indirectly.
- (10) Refrain from any wrongful act against civil and criminal law, which may damages oneself or other person, whether intentional or not.
- (11) Refrain from requiring or accepting assets or any benefits from customers, suppliers, creditors, competitors or any other person being in business with the Company, including a bangquet which can be proved for being inappropriate. Exception according to customs, normal business bangquet or expenses for busienss promotion which brings about commercial reputation as an exchange under traditional custom. However, if the value thereof exceeds 3,000 baht, the matter must be reported to a respective supervisor immediately.
- (12) Refrain from giving a bribe, whether directly or through the third person, or mistuse of the power to delegation of official, customers or suppliers.
4. Consultant Code of Conduct
- (1) Perform duties in accordance with the laws, including the good corporate governance.
- (2) Perform duties at utmost potentiality to generate highest benefit to the Company, including attending all meeting session except any neccessary case.
- (3) Perform duties while remain nuetral in the meeting. When the consultant has an interest in the matter being considered, the said consultant must leave the meeting room and refrain from taking any part in the decision on such matter.
- (4) Not using the information received from performing duties to wrongfully exploit benefits for oneself or other person.
- (5) Not using the Company's confidential in a wrongful way. Not disclosing any confidential information despite such person is relieved or canceled the relation with the Company.
- (6) Refrain from exploiting benefits from being a consultant.
- (7) Not creating any binding information which may be against one's duties eventually.
- (8) Not having any benefits or interest from entering into the contract with the Company.
- (9) Not taking items or any other benefits which may be in the contrary with the Company's benefits for personal or family benefits.
- (10) Keep the Company's confidentiality to prevent leakage to irrelevant party which may eventually cause damages to the Company or stakeholders, except the case as stipulated by law.
5. Anti-Corruption
- (1) Directors, executives and employees must comply with the Anti-Corruption policy, taking no involvement to the corruption whether directly and indirectly. They must be caution when taking part in the work exposed to risk of corruption, for example, donation for charity, giving, taking gifts, vouchers, bangquet.
- (2) Directors, executives and employees of the Company must not neglect or ignore any act that committed to corruption which involves the Company business. In such case, the person must report his respective supervisor or via the channels provided. In addition, they must cooperate in investigation process, including related documents and evidence.
To be in compliance with the Business Code of Conduct, the Company has determined practice guidelines for directors executives and employees for adherance to morality, honesty, integrity, as follows:
Conduct towards the Company
1. Safegaurding assets of the Company
- (1) Directors and executives and employees have duties and responsibility in maintaining the Company's assets against deterioration and loss, utilizing assets effectively, generating utmost benefit to the Company, not taking the Company'a sset for personal interest or for the other person, including the misuse, thef, fraud, embezzlement and destruction.
- (2) The Company's assets includes tangibles and intangibles assets, for instance, real estate, estate, technology, academic knowledge, document regarding right, patents, information technology system and electronic data, confidential data which is not disclose to the public which includes business plan, financial estimation, human resource data.
- (3) Executives and employees are prohibited to access the system or any unauthorized data or those not assigned to them.
- (4) The Company's intellectual property shall include trademark in which executives and employees must safegaurd the assets agianst violation, and must not disclose to any person unless receiving a written consent from the Company.
- (5) Executives and employees must report to their supervisor when witnessing any act of violation or an act that may lead to violation on intellectual property.
- (6) To enter into a contract or any legal action, there must be precise agreement on the intellectual property right.
2. Safegaurding the Company's interest
- (1) Directors, executives and all employees must not disclose data of the customer and company without their consent or consent from an authorized person except the disclosure is made to related third party as stipulated by law which must obtain permit from the Company's authorized person.
- (2) Directors, executives and all employees's duty and responsibility is to supervise, control operations, taking into account benefits of the Company.
3. Conflict of Interest
Directors, executives and employees must not seize an aopportunity or take advantages from the position of director, executives or employees to exploit personal interestor for their family or of the close associates.
Other business out of the Company or work other than the Company work
- (1) Directors, executives and employees must not conduct any business which is in competition with the Company or any work other than the Company's which may affect their work, refrain from any act that may generate a benefit against the Company. In case of the conflict of interest or when the employee involves in the situation that may lead to a conflict of interest, the employee must report to a supervisor and send a copy to the human resource and internal audit for resolving issue with justice and transparency.
- (2) To undertake the position and attend an activity out of the Company which include directorship/officer/ employee/partner / consultant, the said person must be approved by the executive team before proceeding. A copy of related document must be sent to the human resource.
- (3) Directors, executives and employees must refrain from holding number of shares, which may eventually generate executive power, in any entity being a competitor of the Company, or if such holding result the employee's act or omission on the appropriate duty or affect their performance. In case the holding is acquired before being the employment with the Company or before the Company conduct such business, or the holding is acquired through inherit, the employee must report a respective supervisor and send a copy of related document to the Human Resource.
- (4) Directors, executives and all employees must report the Company of any situation which may cause a conflict of interest with the Company as specified in Clause (1) to (3). In case there is a conflict of interest, the said employee must specified details of each case to the Company for approval and/or any other proceed. The report of the conflict of interest must be in accordance with the format and communication channels specified by the Human Resource.
- (5) After the first report as described in Clause (4), there is a situation as prescribed in (1) to (3), or there is any deviation of the situation which may cause a conflict of interest or the conflict of interest first disclosed by the employee as described in (4), the employee shall report the Company for acknowledgement and comply with (1) to (3) for approval and/or any other procedures related.
- (6) For doubtful case that one of the employee may be subject to the cases described in (1) to (3), but the said fact is not reported to the Company for acknowledgement, the Company may require clarification from the said employee or further document, including any other document or inquire further information from any person to support the investigation.
- (7) Any violation to the Code of Conduct consequently, in relation to such conflict of interest and/or failure to report or the report contains false statement and/or inadequate information according to the circumstances prescribed in (4) and (5), the Company will consider the disciplanry penalty as specified in regulations regarding operation of the Company.
Employee's family and relatives
- (1) Close family members (father, mother, siblings, spouses, child) and partner of employees will be prioritized for employment opportunity or for consultant position, if such person has qualifications, performance, skills and experience which is suitable and relevant to the position.
- (2) The fair employment priciple mentioned above covers the case when the relation occurrs after employment, for example, when having a spouse or partner, the director, executives shall report their respective supervisor and send a copy of related document to the Human Resource.
Taking money or compensation or having financial relation with the person conducting business with the Company
Directors, executives and employees must not personally take any money or benefits from customers, suppliers or any person when working on behalf of the Company or in relation with financial matter, for example, joint venture, co-trading with customers, contractors.
4. Giving or taking gift, presents or any other benefits
- (1) Executives and employees must not wrongfully take or promise to take a gift, voucher or any other benefit from customers, suppliers or the person related to the Company with intention to solicit to act or to omit including any similar acts except by occassion, traditional practice. However, the taking or giving must be considered appropriateness to the occassion, tradition, customs, law, regulations, notificaitons, rules, and must not be in the soliciting manner to influence any unfair decision, which must be transparency and disclosed.
- (2) All executives and employees must report his respective supervisor their taking, giving of a a gift, voucher or any other benefits if the gift value given by business custom is more than 3,000 baht. When the supervisor reviews ad considers that such gift may influence the decision, stimulate or cause an unfaithful action, the employee may refuse to take the gift or return the gift or deliver to the Company as common property.
- (3) Giving a gift, voucher or any other benefit and a banquet for customers or person related to the Company must have evidence of expense showing value of the services or banquet for audit purpose.
5. Exploiting the internal information for personal benefit and for trading the Company's securities
- (1) Directors, executives, employees must not use the internal information of the Company which deemed material and has not been disclosed to the public for personal benefit or other person's benefit notwithstanding the Company's interest. For instance, land acquisition or an investment in the business situated adjacent to the area where the Company will invest or any investment made in the manner that may exploit the benefit for oneself or the other's.
- (2) In case it is considered as connected transactions under the notification of the Capital Market Advisory Board and the notification of the Stock Exchange of Thailand, the transaction must be consistent with the criteria, procedures and disclosure as per related criteria.
- (3) For overseeing purpose on stakeholding of directors and executives or the related person, the said person must report his securities holding with the Office of the SEC. and send a copy to the Company Secretary for every change made in order that the Company Secretary will report to the Board of Directors.
- (4) Directors, executies or employees must not exploit from the opportunities or information obtained due to their position, for own benefit or for the others, and must not conduct any business which is in competition with the Company or other related business.
- (5) Directors, executives or employees must not use or provide the internal information to any other person to benefit the Company’s securities trading for interest of himself, and must not solicit any other person to acquire or dispose the Company’s shares or any other securities whether directly or indirectly, regardless such act is for oneself or the other’s, and must not disclose such fact to enable such act by the other person regardless benefit in return, and such person acknowledge the significant information which may affect the securities trading prices including the spouses and minor child.Those must refrain from acquiring, disposing, transferring or accepting the Company's securities during the following period.
- 1) Before disclosing internal information to the public (from 1 May until the date of first quarter report / from 1 August until the date of second quarter report / from 1 November until the date of third quarter report / from 15 February until the annual statement report).
- 2) Five working days after disclosing internal information, to allow the third party to assess such information.
Furthermore, those including Investor Relations personnel and Public Relations of the Company Group are prohibited to disclose internal information to other person including shareholders, general people, investors, securities analysts and public media during 7 days before the Company's disclosure to the Stock Exchange of Thailand and/or to the public. In addition, it is prohibited to meet another party to provide information, to arrange a meeting or to answer the questions related to any internal information from such person. It is prohibited to disclose the Company's confidential to other person, especially, competitors, despite his director and executive position or employee status is ceased.
- (6) It is prohibited to refer the Company's information to the third party for personal interest.
- (7) It is prohibited to disclose the Company's trade secret to the third party, especially, the Company's competitor despite the person is no longer holding a director or executive or employee position.'
- (8) Directors, executives and employees shall keep corporate information confidential, prevent against leakage to irrelevant person which may cause damage to the organization or stakeholders unless as stipulated by law.
- Be discipline and comply with the Company's regulation which may be more stringent than the law. Follow good tradition, whether specified in writing or not.
- Strictly comply with the law.
- Perform duties with determination, honesty, transparency.
- Respect the right of other employees including executive and supervisor.
- Executives and supervisor must conduct themselves in a way to gain respect among employees. On the other hand, the employee must not commit any act which show disrespect to the supervisor.
- Jointly create and maintain the unity atmosphere and solidarity among employees. Refrain from any act that may affect the reputation and image of the Company or that may cause issues to the Company afterward.
- Refrain from segregation, discrimination, threat due to origins, nationality, religion, races, genders, age or any act which threatening in verbal and/or physical due to the reason above, or by any other reasons.
- Employees of all levels must comply with the Business Code of Conduct with understanding and recognition, with caution as considered appropriate to avoid violating the Business Code of Conduct.
- Directors and executives are responsible to promote the compliance with the Business Code of Conduct by setting a good example, communicate to employees for acknowledgement and understanding about compliance with the Code of Conduct throughly, listen to all opinions regarding the maintaining and compliance with the Code of Conduct.
- Employees are responsible to report the respective supervisor and the managerial position and higher from Human Resource for any treatment or act which is believed to be in appropriate and incompliance with this Code of Conduct, or any illegal act. For severe case, the report must be directly to the highest supervisor of the work line. Eventually, the highest supervisor will report the matter to the Vice Chief Human Resource and send a copy to Managing Director. When the case involves the highest supervisor of the work line, the employee must report directly to the Vice Chief Officer of Human Resource and copy to the Managing Director.
- For complaints, the employee may make a discreeted complaint to the Human Resource. All matters filed will be investigated properly. It is prohibited to bully an employee who make a complaint with good intention. In addition, the Company will protect the right of the accused person as well.
To promote employee's participation in the corporate governance procedures, when they have a doubt or witness any act that is believed to be in violation or non-compliance to the laws, rules, regulation, code of conduct, they can report or send a complaint together with evidence at the communication channels as follows:
- Email : kosol.boardap@gmail.com หรือ hotline@apthai.com
- Postal mail : Internal Audit Director
AP (Thailand) Public Company Limited, Ocean Tower 1 Building, 18th Floor, 170/57 New Ratchadaphisek Road, Khlong Toei Subdistrict, Khlong Toei District, Bangkok 10110
Conditions for consideration clues and complaints, protection of the right including management procedures must be in compliance with the whistleblowing and complaints as announced by the Company.
- Any violation or non-compliance to the Business Code of Conduct is subject to the disciplanry penalty as specified in work regulation. The Company will consider the penalty with justice in accordance with reasonableness and appropriateness. The penalty include verbal warning, written warning, work suspension and dismissal. Employee must not violate or misconduct the Business Code of Conduct upone receiving a verbal warning. In case of severe fault, for example, giving or taking a bribery, corruption, disclosure of corporate secret or intellectual property to the third party, conceal or negligence to report any important information to a supervisor and any act that damages an honor of the Company, the Company may consider dismissing such violating person immediately without any prior notice.
- When any fault against the Business Code of Conduct is also against the law, the said person must be subject to legal prosecution.
- If the penalty cannot be judged for violation of the Business Code of Conduct, the said matter must be forwarded to Chief Executive Officer for consideration, and his judgement is deemed final.
AP Thailand constantly develops and improves Business Code of Conduct with a review on an annual basis.
