TTCL Public Company Limited operates by giving precedence to corporate governance under the management framework of business ethics, transparency and accountability; specifically in related processes or risk of corruption in all forms, either directly or indirectly to enhance stakeholders’ trust and indoctrinate good awareness and establish good value for directors, managements and employees in all level of the company.
Therefore, The Board of Director meeting no. 5/2557 on November 14, 2014 has the resolution to join the declaration of intent in Thailand's Private Sector Collective Action Coalition Against Corruption (CAC). Subsequently TTCL Public Company Limited by President & CEO signs on declaration to join CAC Project with the objective to create a Coalition Against Corruption and has been certified for being a member to the group of companies who intent to enter a process of Collective Action Coalition Against Corruption on October 14, 2016.
Corruption means any action, whether offering, promising, soliciting, demanding and giving or accepting assets or other benefits to government officials or other persons in business dealing with the Company, either directly or indirectly, as a motive for them to do or refrain from doing any act to acquire or keep benefits that are unsuitable to the business, except as allowed by laws, rules, notifications, local culture and tradition or commercial practice.
Director, Management and employee are prohibited from operating or accepting every type of corruption both direct or indirect manner covering every business including subsidiaries, associated companies, or any other companies under its control and company representative in every countries including people relating to its business operations to comply with Anti-Corruption Policy. The Anti-Corruption Policy is needed to be reviewed regularly, including with a possible revision of such policy and implementation provision shall comply with business transformation, rules, regulations and laws.
- The Board of Directors is responsible for determining the business direction and overall for Anti-Corruption of the company and consideration to approve Anti-Corruption Policy proposed by Corporate Governance Committee. Also to govern and forming an effective system supporting Anti-Corruption act in order to affirm that the Management Team intensively concerns, emphasizes, and cultivates Anti-Corruption mindset as the company’s culture.
- The Audit Committee is responsible to review the financial and accounting reports, internal control, internal audit function and risk management so that such operations are concise, appropriate, effective and conformed to global standard.
- The Corporate Governance Committee is responsible to review the policies as necessary in line with business transformation, rules, regulations and relevant laws, approve any improvement or modification before submitting it to the Board for approval; as well as providing comments and recommendations that benefit the management in the preparation of operating plans and the implementation of the measures.
- The President & CEO and Board of Management are responsible for determining Anti-Corruption system, promoting and encouraging Anti-Corruption manner conveyed to all staffs and related parties.
- Internal Audit Manager is responsible for auditing, assessment and evaluations in business transactions whether they are accurate and complied with guidelines, approval authority, standard, laws and policy in such monitored department in order to assure that the internal controls are sufficient and suitable for probable risk in corruption. This shall be directly reported to the Audit Committee.
- The Company shall conduct business with honesty, particularly in matters regarding financial policy, budget planning and budget evaluation in any project which shall be prepared clearly and precisely.
- Directors, Managements and Employees in all levels shall not get involved in corrupt practices or corruption in any form either directly or indirectly.
- Directors, Managements and Employees in all levels are prohibited to offer bribe or reward to suppliers, government organizations or relevant persons. On the contrary, employees are prohibited to receive bribe or reward from suppliers, government organizations or relevant person. However, this regulation allows occasional greetings with traditional souvenirs.
- Directors, Managements and Employees in all levels shall resolutely oppose unlawful or unethical practices, for example corporate racketeering, and shall not make unlawful or unethical settlements, financial or otherwise, as a consequence of such practices.
- Directors, Managements and Employees in all levels shall immediately report any suspected corrupt practices or corruption to supervisor or a person responsible in this regard and cooperate in the investigation. In case of any problems, the employees shall consult their supervisor or a person responsible regarding the compliance with Business Ethics via provided channels.
- The Company will support and encourage its personnel at all levels to realize the importance of countering corruption and raise their awareness in this respect. In addition, the Company has implemented effective internal controls to prevent all forms of corruption and bribery in every country in which the company has operation.
- The Anti-Corruption Policy also covers Human Resources procedures including recruitment and selection process to the promotion, training, performance appraisal and benefits provided to employees. Supervisors at all levels must communicate with their subordinates to make them understand and adopt these guidelines in all business activities under their responsibility and to monitor such implementation to be the most effective.
- The Company will provide fairness and protection of employees or other person who inform about the corruption relevant to the Company and its subsidiaries including the employees who refuse to act on corruption by not demoting, punishing, or causing negative impacts. The Company will strictly provide protection to the complainant or the person who cooperates in reporting corruption as defined in measures for reporting and whistle blowing.
- Offenders of corruption are considered those who violate employment regulations in regard to personnel management will receive disciplinary punishment and legal punishment if such offences are also against the law.
- The Company communicates its Anti-Corruption Policy including channels of whistle-blowing, complaint or recommendations within the Company through various means such as announcement board, information given i.e. new employee orientation for understanding in the implementation of the policy and to the public and stakeholders through various means such as the Company’s website or annual report.
This Anti-Corruption Policy has been considered and reviewed by Corporate Governance Committee and present to the Board of Director for approval as per its resolution of the Board of Directors’ Meeting No 3/2558 on August 13, 2015
This notification is Effective on September 1, 2015 onwards.
In order to clarify procedures in subjects at risk of corruption, Board of Directors, the Management Team and employees at all levels must act with cautiousness when dealing with the following matters.
Political Contributions mean providing financial or other forms of support to any person involved in political activities, politicians, political parties, political groups or encouraging employees to participate in political activities on behalf of the company to obtain special privileges, undue benefits, business advantage both in direct or indirect manners. This excludes the employees’ legal support of democratic processes or involvement in political activities to the scope of personal liberty.
The company’s anti-corruption guidelines are as follows:
- The company maintains a position of political neutrality and refuses to provide political supports to any person involved in political activities, politicians, political parties, interest groups in all areas, regions at all levels by any mean.
- Company Board of Directors, the Management Team and employees have rights to participate in political activities in alignment with the constitution, law and relevant regulation. However, the use of rights must not be done in the name as TTCL’s Board of Directors, the Management Team and employees. The use of company’s property, equipment, resources directly or indirectly are not allowed.
Corporate philanthropy or public charity may place the company at corruption risk. Since donation activities involve spending the company’s funds without constructive returns, such could be misused as means of corruption.
To avoid misusage of corporate funds for corporate philanthropy or public charity; the company’s policy, monitoring and control procedures regarding corporate philanthropy or public charity are as follows;
- Donations must be made transparent, legal, and must not be activities that contrary to good morals, or have negative impact on the society.
- Donations must not be made in an exchange for any personal or organizational benefit. The company refuses to allow misusage of such charitable activities for purposes that lead to corruption.
- Forms of charitable activity can be in cash such as donations for national disaster relief, or in-kind such as computers donation to support education.
- Donations must be proved for its existence; that such activities are carried out for charitable purposes and pubic benefits. Aforementioned actions must be verifiable and successfully carried out to the benefits of the society and in conformance with the company’s CSR objectives.
- Donations must be reported in internal memorandum, indicating the recipient’s name and the purpose of charitable contribution. All supporting documents must be submitted for the company’s authorized persons approval.
Sponsorship differs from corporate philanthropy or public charity. It is considered as a channel to promote the company’s business, display its logo, build business reputation and reliability, and strengthen business relationships.
Sponsorship can be a risk of corruption as it involves with cash payment or other benefit which are difficult to detect or evaluate, and can be related to bribery.
The company’s policy, monitoring and control procedures for granting sponsorship are as follows:
- Sponsorships must be granted transparent, legal, and must not be activities that contrary to good morals, or have negative impact on the society.
- Sponsorships must be verifiable and must not be made in an exchange for any personal or organizational benefit. The company refuses to allow misusage of sponsorships for purposes that lead to corruption.
- Forms of sponsorship granted both in cash or in-kind which can be converted into cash such as food and accommodation or equipment.
- Sponsorship projects must be verifiable. The individual soliciting sponsorships must carry out activities in accordance with the planned project. This is to ensure that the genuine purpose of any grant is completed successfully to benefit the society and that it is in conformance with the company’s CSR objectives.
- Sponsorships must be made with internal memorandum, indicating the recipient’s name and the purpose of sponsorship. All supporting documents must be submitted for the authorized persons’ approval.
The company recognizes that fostering positive relationship with business partners is the key to its ongoing success. Board of Directors, the Management Team, and employees are permitted to offer and accept gifts, hospitality, and other benefits to/ from any person or any organization. However, all conducts must conform to the following regulations;
- Giving and/or receiving must be revealed.
- Give and receive in the company’s name, not in the employee’s name
- Give and receive without the intention to influence, induce or reward any person or organization to gain improper business advantage or undue exchange for favors or benefits.
- Give and receive only goods, not cash or cash equivalent such as gift certificate, gift voucher.
- Give and receive in accordance with the company’s regulations and not violating to the law.
- Give and receive in appropriate circumstances. For instance, it is customary to exchange gifts during special occasions; such as New Year, Chinese New Year and Thai New Year (Songkran). Also, it is a proper etiquette to arrange welcoming celebrations for certain individuals in consideration of their positions and duties.
- Give and receive in appropriate timing. For instance, Board of Directors, the Management Team, and employees must not give/ receive gifts, or other benefits to/ from any organization involved in the bidding of the company’s tendering process.
- Board of Directors, the Management Team, and employees are permitted to receive gifts under conditions provided in 4.1-4.7. In cases where the following conditions are not met and the receipt of gifts cannot be denied, the higher authority must be informed. The receipt of gift report must be provided for consideration of the appropriate conduct.
- When Board of Directors, the Management Team and employees wish to offer gifts to partners or any organization, the internal memorandum, attached with relevant documents, must be submitted for the authorized persons’ approval.
- Subsidiaries and Affiliated companies which the company has control power.
- The company will inform and support its subsidiary and affiliated companies to participate in all anti-corruption measures.
- Agents and other intermediaries
- Board of Directors, the Management Team and employees are prohibited to employ agents or any kind of business intermediaries for the purpose of committing acts of bribery or corruption.
- Supplier/ service provider, and contractors
- The company will conduct the procurement of goods and services in a fair and transparent manner and will act with due care when evaluating prospective suppliers, service providers, and contractors. The company shall inform the suppliers and contractors of its anti-corruption policy. TTCL reserves the right to terminate a relationship if it is discovered that the other party has paid bribes or acted corruptly.