Corporate Governance

Anti-Corruption Policy

Anti-Corruption Policy

             The company is committed to doing business with integrity and the highest anti-corruption standards by adhering to social responsibility and stakeholder. It refers to the entire groups of employees, customers, shareholders, partners, social and environmental. To make decision and carry out the business successfully, the company has established the written Anti-Corruption Policy as a guideline based on corporate governance and ethical awareness.

Definition of Anti-Corruption Policy

             Corruption means to bribe not to be in any form by offering the promise given pledged claims or accepting money, property or other benefits that are not appropriate. All should be aware that in many countries it is a criminal offence to bribe or attempt to bribe a government official and that it may also be an offence to provide secret commissions or payments either to government officials or within business dealings direct and indirect including customers and partners. Unless, there is permission of local laws, rules, regulations, customs and traditions or traditional trade can be done.

Four main Principles of Corruption

             1. Political Support means providing cash or political contributions, gifts or prizes and/or attending the event, as well as encouraging employees to participate in political activities on behalf of the company in order to gain a business advantage. This does not include the employees participating in the rights of individual freedom.
The company operates a fair policy based on a philosophy that the Company is free from professional politician, political or affiliated parties. The company will comply strictly not giving or offering anything of value for the purpose of obtaining or retaining business.
             2. Charitable Donations may cause a risk to the company because such activity is money spending related without tangible rewards and lead to corruption activity. To prevent charitable donation from being hidden incomplete or false documentation, many anti-corruption laws have criteria for books, records and internal financial controls as follows:
                         2.1 Must prove that there is actually a charity project. The project has been implemented to support the objectives successfully with true benefit to society.
                         2.2 Must prove that a donation to a charity is not related to reciprocal benefits to any person or any government organization unless receive a normal Award Recognition for example, logo presentation announced at the venue or public posting in the media.
             3. Donations (Sponsorships): Aims to Business Branding or reputation of the company or risk of a payment for services or benefits. There may be a risk of payment for services or benefits are difficult to measure and track. Cash or cash equivalents may relate to Bribery. The company has set a policy and guidelines on donations (Sponsorships) on review processes and details control as well as auditing as follows:
                         3.1 Must prove that the requester has done the said project and the objective was successful truly beneficial to the society.
                         3.2 Must prove that the donations or any form of benefits can be calculated as money and does not consider a favor to any person for example, offer lodging and meals unless receiving the Awards as a normal business practices.
             4. Gift and Entertainment/Hospitality and Other Expenses: Review and Audit processes including evaluation criteria should be under company Policy and Guidelines and compliance with Corporate Social Responsibility (CSR).

Report Fraud, Misconduct and any Breaches of the Code (Whistleblower Policy)

             If you are aware of fraud or misconduct, or believe there is a serious breach of the Code, once received the report from either internal or external, the company has a process to review the details in order to investigate the following facts:
             1. The company has set contacts and complaints channel on the website, Annual Report, Corporate Governance Report and Business Ethics Manual for fast fact-finding process which includes:
                         1.1 Sufficient clarification with details of evidence and complaints must be true and / or enough to investigate.
                         1.2 The summary of important materials will be submitted to a focal person whom responsible for submission to the Investigation Committee which includes: Committee Center (Compliance), Human Resources Management Department, section of a person receives complaints and section of a person making a report (an employee case) to expand its fact-finding.
                         1.3 The personal making the report will be kept fully informed throughout the investigation and will not be personally disadvantaged whether a person is an employee or a third party.
                         1.4 The reporter may remain anonymous unless the reporter/the appellant sees that disclosure will be useful and enable the company to report the progress or able to request additional information in order to protect any future harassment.
             2. Process to ensure Fairness: The Investigation Committee will make sure that all reporting will be kept strictly confidential and secure within the law. The person making the report will be kept fully informed throughout the investigation. The Committee is aware of safety and damage to the whistleblower or the complainant and the respondent or those who cooperated in the investigation including sources of information or related parties. The action is signed and ratified by all parties concerned.
             3. Reporting Process: The Investigation Committee is responsible to report the Fact-finding directly to Krungdhep Sophon PLC Managing Director, Audit Committee and Board of Directors based on each incident by reviewing the appropriate report prior to the presentation to authorized personnel under Investigation Committee as the following criteria:
                         3.1 Managing Director, Krungdhep Sophon PCL: concerning general management which has quite serious effect and under the supervision of the Managing Director of Krungdhep Sophon Public Co., Ltd.
                         3.2 Audit Committee: related with Corporate Governance Policy and/or an intention act of fraud with serious impact.
                         3.3 Board of Directors: the Audit Committee is of the opinion that the incident should be reported for information and/or to consider taking action on matters related to the Policy and Regulations and/or issues affect executives.
             4. Disciplinary Action and Result of Operations
                         4.1 The punishment shall be in accordance with the Disciplinary action and/or legal requirements.
                         4.2 In case, the reporter may be in contacted, the written result of investigation process will be notified.
                         4.3 If there will be any amendments, the committee leader will report to the authorized personnel respectively.
                                     4.4.1. Company employee who violated or do not comply with the said policy will be considered taking under Disciplinary Action. There may be a warning notice and punishment or termination of employment. If found intentional violation, there may be litigation in civil and criminal penalties.
                                     4.4.2 Due to any violation or non-compliance with this company’s Directors policy, there will be an investigation and punishment with written warning notice or penalties as defined by law. If found intentional violation, there may be litigation in civil and criminal penalties.

Anti-Corruption Policy

             All Directors, management and employees of the Company cannot accept corrupt in any form either directly or indirectly. The policy applies to the entire workforce, operations, subsidiaries and affiliates, in terms of all dealings and transactions in all countries and all agencies involved.

             The entire Krungdhep Sophon PCL workforce are required to read, understand and review this policy regularly to comply with business practices and local law requirements.


             1. Board of Directors is responsible for policy setting and oversees a system that supports Anti-Corruption Policy effectively. The managers are required to enforce the policy, educate employees as a corporate culture and ensure that the management is aware of the importance of this policy.
             2. Audit Committee is responsible for reviewing the financial reports and accounting systems and internal controls. To ensure the effectiveness and up to date of Internal Audit and Risk Management systems are met International Standards.
             3. Managing Director and the Management team are responsible to set and encourage the Anti-Corruption system within the entire organization by communicating to employees and other stakeholders, including perform regular review of rules and regulations to comply with the change of business and local law requirements.
             4. Senior Accounting and Finance Manager and Internal Auditor have duties and responsible for auditing and review the operations that are performed correctly according to the company practices guidelines, legal and corporate governance requirements. This is to ensure that there is sufficient control over the potential corruption risk and report to the Audit Committee.
             5. The appointment of the Audit Committee: In case a committee member receives a complaint and has a lower position than a Managing Director, the Managing Director is responsible to appoint a new member. If the position of the said individual is a Managing Director or a Company Director, the Audit Committee is responsible to appoint a new member.


             1. Company’s directors, management, employees at all levels must comply with the company’s Anti-Corruption Policy and Code of Conduct by not getting involved with all types of corruption whether direct or indirect.
             2. The employees should not careless if aware of fraud or misconduct, or believe there is a serious breach of the Code. It is an employee’s duty to report to the Manager or the assigned personnel responsible for monitoring the Code of Conduct through channels set by the company.
             3. All reporting will be kept strictly confidential and secure within the law. The person whom cooperating and making the report will be under Complaint Protection and free from personally disadvantaged according to the Whistleblower Policy practices.
             4. A person whom commits corrupt should fall into Company unethical action and be considered Disciplinary Actions set forth by the Company. If this action is illegal, a person will be punished by law.
             5. The Company recognizes the importance of the dissemination of knowledge and understanding to the third party that associated with the company on the Anti-Corruption Policy which may impact in regards to compliance with the policy against corruption campaign.
             6. The company is committed to create and maintain a corporate culture by not accepting any corruption when doing business with government and private sector.

Terms of Action

             1. Anti-Corruption Policy covers Human Resources Administration which includes recruitment or selection of candidates, promotion, demotion, transfers, training, performance evaluation, compensation, suspension and termination. It will be communicated to all levels of employees through their department heads to understand and take ownership of business activities effectively.
             2. Any transaction related to the Anti-Corruption practices must follow the company’s Code of Conduct and refer to Corporate Governance Policy and Guidelines for stakeholder groups including Company Operation Manual as well as other practices will be set up soon.
             3. To be clear of an action plan in regards to corruption prevention, Board of Directors, Executives and employees at all levels must follow the rules and regulation or company guidelines.
                         3.1 Gift: To provide or accept gifts means items that can be given or received with other companies for advertisement purposes such as: Notebook and Calendar, but the company has announced a policy of no longer accepting various gift baskets. For entertainment refers to meals in the various banquet and conference can be organized and obtained as appropriate.
                         3.2 Donations to Charity or Sponsorship: The Company does not have a policy to accept donations but to make donation or sponsorship must be transparent and legitimate. A person must ensure that donations or funding is not being used to justify bribery.
                         3.3 Business Relationships and Government Procurement: Do not offer or accept bribes for the purpose of obtaining or retaining business. In contacting with government must be transparent, honest and proceed in accordance with the relevant legislation.
                         3.4 Business Relationships and Purchasing Contract with private sector and affiliates: Do not offer or accept bribes for the purpose of obtaining or retaining business. In contacting with private sector and affiliates must be transparent, honest and proceed in accordance with the relevant legislation.
                         3.5 must comply with the company regulations
                         3.6 must comply with the company regulations
                         3.7 must comply with the procurement regulations
                         3.8 The Company does not have a policy to punish or give negative results against corrupt employees even the action will cause the company to lose business opportunities.