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Anti-Corruption Policy
Phatra Leasing Public Company Limited
We, Phatra Leasing Public Company Limited, are committed to conducting business honestly, transparently, fairly, responsibly and cautiously under applicable laws, rules, regulations and relevant standards. We also realize the importance of anti-corruption. Therefore, we deem it appropriate to establish the “Anti-Corruption Policy” to put in place guidelines for preventing and combating fraud and corruption in the Company. Our objectives include: to ensure that all of our directors, executives, employees, subsidiary companies, associated companies, other companies over which we have the controlling power, business agents and stakeholders acknowledge, understand and strictly adhere to this Policy; and also to build a strong organizational culture where everyone realizes negative effects of fraud and corruption, to create good corporate values, and to increase confidence of all stakeholders in order to effectively combat fraud and corruption.
Definitions under the Anti-Corruption Policy
1. “fraud” means the misuse of position, duty, authority or existing assets for the benefit of themselves or others, the misappropriation, embezzlement, fraudulence and any other action that involves conflict of interest.
2. “corruption” means any form of action taken in attempt to procure undue advantages for themselves or others, such as giving/receiving of bribes and incentives, gifts, donations, sponsorship, participation in political activities and/or giving/receiving of any other benefits which are not proper for government officials, government agencies, private enterprises or competent officials, whether directly or indirectly, in order to induce them to do a certain kind of act or omit to perform their duty, or in order to acquire or maintain any other undue advantages unless permitted by applicable laws, rules, notifications, regulations, local traditions or trade customs.
3. “giving of items or any other benefits” means the giving of special privileges in the form of money, properties, things or any other benefits as remuneration or reward or in order to build good relationships.
4. “bribery” means the offering, giving or receiving of items, gifts, rewards or any other benefits for themselves or from the person who wishes to convince them to do something dishonestly, illegally or unethically.
5. “giving or receiving of gifts” means the giving or receiving of any money, items, remunerations, services or benefits.
6. “reception and hospitality” means the spending for business reception such as meals and beverages, sporting activities and other expenses directly relevant to business practices or due to trade customs, including provision of knowledge and understandings on a specific business.
7. “donations and sponsorship” means the giving or receiving of financial supports, products or services to any party requesting such donation or sponsorship whereby its objective is to provide public benefits to society and charity or promote the Company’s business and good image.
8. “political contributions” means the giving of assets, money, items, rights or any other benefits in order to assist, support or otherwise benefit any political party, politician or person whose duties involve politics, including political activities, whether directly or indirectly.
9. “conflict of interest” means any act which may lead to themselves having an interest or a conflict of interest, whether directly or indirectly, with the Company, whether by engaging in communications with the Company’s trade-related parties or by using opportunities or information obtained as an employee for personal gains. This includes the operation of businesses in competition with those of the Company or the engagement in other work activities beyond those carried out for the Company, thereby affecting the duties assigned.
10. “facilitation payment” means petty expenses paid informally to a government official and given to ensure that the government official shall proceed with the process or to expedite the process whereby such process does not require the government official’s discretion and it is an act in accordance with duty of that government official, and moreover, it is the right that a juristic person should have under the law, such as applying for a license, requesting a certificate or obtaining public services.
11. “government official/government employee” means a person holding a political position, government officer or local government employee who has a particular position or regular salary, employee or person who works in a state enterprise or government agency, local administrator and local councilor who is not a person holding a political position, employee under the local administration law; and shall include a committee member, sub-committee member, employee of a government entity, state enterprise or government agency, and person or group of persons who exercises or has been assigned to exercise the governmental authority to carry out any act under the law, whether it is established in a system of government, state enterprise or other state-owned enterprise.
12. “Company” means Phatra Leasing Public Company Limited.
13. “supplier” means a juristic person or natural person who has a business relationship with Phatra Leasing Public Company Limited.
14. “subsidiary company” means a juristic person in which more than 50% of the total number of voting shares are held by Phatra Leasing Public Company Limited.
15. “associated company” means a juristic person in which at least 20% but not more than 50% of the total number of voting shares are held by Phatra Leasing Public Company Limited or subsidiary companies in aggregate.
16. “other company over which we have the controlling power” means a juristic person over which Phatra Leasing Public Company Limited or subsidiary companies has/have voting rights, whether directly or indirectly, exceeding 25% of the total number of voting shares of such company.
17. “business agent” means a juristic person or natural person who is not an employee of the Company whereby the Company has hired them or agreed that they shall enter into a transaction or liaise with a third party on behalf of Phatra Leasing Public Company Limited.
18. “Board of Directors” means the Board of Directors of Phatra Leasing Public Company Limited.
19. “Audit Committee” means the Audit Committee of Phatra Leasing Public Company Limited.
20. “director” means a director of Phatra Leasing Public Company Limited.
21. “executive” means an executive according to the organizational structure of Phatra Leasing Public Company Limited.
22. “employees” means employees at all levels according to the organizational structure of Phatra Leasing Public Company Limited.
Duties and Responsibilities
1. The Company’s Board of Directors has the duties and responsibilities to supervise and oversee overall anti-corruption practices in the Company, and also to establish, consider and approve the policies and guidelines relating to anti-corruption, as well as to place emphasis on and encourage the implementation of efficient anti-corruption systems in order to ensure that the management realizes the importance thereof and instills the anti-corruption practices until they become organizational culture.
2. The Audit Committee has the duties and responsibilities to supervise and oversee internal control systems, accounting and financial reporting systems as well as any other relevant processes in accordance with the Anti-Corruption Policy, relevant criteria and laws, and also to prepare and submit examination result reports to the Committee on a regular basis in order to ensure that the Company’s internal control systems are adequate, suitable, effective and capable of preventing corruption risks.
3. The Internal Audit Office has the duties and responsibilities to inspect and review the Company’s internal control systems in accordance with the Anti-Corruption Policy, relevant criteria and laws, and also to examine complaints relating to fraud and corruption in the Company in order to ensure that the Company’s internal control systems are adequate, suitable, effective and capable of preventing corruption risks, as well as to report examination results to high level executives and the Audit Committee.
4. The Company’s executives have the duties and responsibilities to implement the policies and guidelines relating to anti-corruption, and also to provide adequate internal control systems for each work process of the Company in order to prevent corruption risks, to provide communication, training and knowledge on the policies and guidelines relating to anti-corruption to the Company’s personnel at all levels in order to ensure that they acknowledge, understand and are able to implement the aforesaid policies and guidelines efficiently, as well as to review and revise the policies and guidelines relating to anti-corruption in line with changes in business operations, criteria and laws.
5. All directors, executives and employees have the duty and responsibility to comply with the policies and guidelines relating to anti-corruption.
Anti-Corruption Policy
The Company's directors, executives and employees shall not accept any form of corruption, whether directly or indirectly, such as giving/receiving of money, items, gifts, receptions, solicited money, donations and sponsorship, political contributions, facilitation payments and any other benefits given to them from any individual/organization doing business with the Company for the purpose of seeking benefits. This prohibition shall also apply to all of family members, friends, acquaintances, business partners, customers and stakeholders inside and outside the country. The compliance with the Anti-Corruption Policy shall be regularly inspected and the Anti-Corruption Policy shall be reviewed at least once a year.
Anti-Corruption Practices in Accordance with the Anti-Corruption Policy
1. All directors, executives, employees as well as subsidiary companies, associated companies, other company over which we have the controlling power, business partners and business agents shall comply with the Anti-Corruption Policy without exception. In addition, all directors, executives and employees are prohibited from asking for, engaging in or accepting corrupt practices for the benefit of themselves, their family members, friends and acquaintances.
2. All directors, executives and employees have the duty to resist any forms of corruption, including giving/receiving of bribes, incentives, gifts, receptions and hospitalities, donations and sponsorship, political contributions, facilitation payments or participation in political activities and/or giving/receiving of any other benefits which are not proper for government officials, government agencies, private enterprises or competent officials, whether directly or indirectly, in order to induce them to do a certain kind of act or omit to perform their duty, or in order to acquire or maintain any other undue advantages unless permitted by applicable laws, rules, notifications, regulations, local traditions or trade customs.
3. All directors, executives and employees shall not use their powers and duties to seek benefits for themselves, their family members, friends, acquaintances and/or any other related persons, as well as doing any act which may give rise to a conflict of interest with the Company. They shall put the common interest above self-interest and perform their duties to protect the Company’s interests and prevent conflicts of interest.
4. The Company requires that all departments have measures for preventing and combating corruption in line and in accordance with the Anti-Corruption Policy, guidelines and relevant laws, and that such systems and measures be improved, reviewed and developed to ensure that they are in line with changes. In addition, corruption risks shall be assessed periodically in order to find suitable prevention and rectification methods.
5. The Company’s employees and executives shall not neglect or ignore any actions found or seen by them which may be considered as corrupt practices involving the Company whereby they shall inform their superiors or the persons in charge and cooperate in fact finding. If they have any suspicions or questions, they shall ask for advice from their superiors or the persons assigned to monitor the compliance with the Company’s code of conduct, or give information or clues via channels for giving information or clues provided by the Company.
6. In order to establish norms for carrying on business, our policy is to refrain from accepting gifts on New Year celebration and any other occasions given to the Company’s executives and employees. Besides, we have no policy to make facilitation payment in any form, whether directly or indirectly, in exchange for business facilitation.
7. Our personnel management policy comprising recruitment, performance evaluation, remuneration and promotion reflects our commitment to anti-corruption. In addition, it is our policy not to demote, punish or cause any negative impact on the employees who say “No” to corrupt practices even though their actions may result in the Company’s loss of business opportunities. Besides, the Anti-Corruption Policy shall be communicated to all of our employees.
8. We require that the Anti-Corruption Policy be continuously communicated via the Company’s communication channels such as e-mail, the Company’s website and annual report. We also provide anti-corruption training courses for our directors, executives and employees.
9. We have provided channels for giving information or clues from both our employees and outsiders whereby we shall administer justice and protect the rights of the informers and/or the employees who refuse and/or inform of corrupt practices involving the Company, whether in relation to their work performance, punishment or any other action which may have any negative impact on such employees.
For clarification of actions under the Anti-Corruption Policy and for prevention of corruption risks, the Company’s directors, executives and employees at all levels shall perform duties in accordance with the anti-corruption measures as follows:
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Acceptance of Gifts, Receptions and Hospitalities or Any Other Benefits
1.1 Acceptance, request for or solicitation of gifts, receptions, services, financial supports or any rewards from business partners, alliances, creditors or stakeholders of the Company, which may influence decision making or lead to a conflict of interest, are prohibited. If it is necessary to accept gifts, presents and/or receptions, they shall report the matter to their respective superiors.
1.2 A request for cash or in-kind support may be made from one organization to another organization whereby such request shall be in compliance with the Company’s rules and regulations and signed by authorized persons.
1.3 In the case of acceptance of gifts or presents on customary occasions or celebrations which should be given to maintain good relationships among individuals or organizations, such items or benefits shall be accepted only by the person appointed by the Company as the Company’s representative to accept items or any other benefits by taking the following steps:
1.3.1 All of the gifts, presents or any other benefits received shall be recorded in the form of “Gift and Present Acceptance Report” and such report shall be submitted to the Human Resource Department to keep a record of the Company’s gifts.
1.3.2 The gifts, presents or any other benefits received shall be managed as follows:
- For gifts or presents with logo of business partner, alliance, creditor or stakeholder of the Company such as notebooks, pens, diaries, calendars, those shall not be delivered to the Human Resource Department but shall be distributed within relevant departments.
- For easily spoiled items such as food, dessert, fresh food, those shall be delivered to the Human Resource Department in order to distribute such items as appropriate.
- For unrotten items, those shall be delivered to the Human Resource Department in order to donate such items to relevant organizations or use in the Company’s activities.
1.4 To prevent conflicts of interest, we do not allow our employees or persons not appointed by us as our representatives to accept items or any other benefits. If it is unrefusable and necessary to accept such items, they shall report the matter to their respective superiors for further handling as appropriate.
1.5 In the case that any employees are assigned to be the Company’s representatives to participate in certain activities, they may accept gifts, rewards or lucky draw prizes in accordance with external criterion or standards generally applied.
2. Giving of Gifts, Receptions and Hospitalities or Any Other Benefits
2.1 Gifts, receptions and hospitalities or any other benefits may be given on customary occasions or celebrations, on which gifts are generally or traditionally given, without causing any conflict of interest or being contrary to law whereby approval must be obtained from the superior before giving such items. Besides, relevant expenses shall be properly budgeted in accordance with the Company’s regulations governing powers to approve and order payment of administrative expenses.
2.2 To avoid any action which leads to bribery, we require that the appropriateness of the giving of gifts, receptions and hospitalities or any other benefits be taken into account and examined. In addition, the Company shall procure items as appropriate and in accordance with the policy and scope of approval authority stipulated by the Company in order to prevent any action which leads to corruption. Besides, the Company’s high level executives shall be the representatives of the organization in giving gifts, receptions and hospitalities or any other benefits.
2.3 An offer of gifts, receptions and hospitalities or any other benefits may be made from one organization to another organization whereby such offer shall be made openly with no intention to convince or induce someone for the Company’s benefit.
3. Giving/Receiving Donations and Sponsorship
Donations, Sponsorship, solicited money, products or services for charity or any other activity shall be given/received transparently, verifiably and lawfully with no hidden benefits. We shall ensure that the donations or supports are not used as a subterfuge for bribery. Therefore, we have stipulated criteria and measures for controlling the giving/receiving of donations and sponsorship as follows:
3.1 Donations and Sponsorship shall be transparently and verifiably given/received for charity events or in accordance with general business etiquette with no hidden benefits.
3.2 For giving/receiving donations and Sponsorship, the relevant officer shall keep an internal record, apply for approval hierarchically and propose the matter to the President for approval of relevant principle and budget whereby the following documents shall be submitted for consideration:
- Record of details of the giving/receiving of donations and sponsorship;
- Details of donors who give donations and sponsorship;
- Description of the project/objectives/reasons;
- Donation request letter and/or financial support request letter;
- Budget/capital of the project.
3.3 Any division which applies for approval shall prepare a summary report on giving/receiving of donations and sponsorship and submit the report to the accounting department for keeping account. In case of giving donations and sponsorship, the division applying for approval shall request evidence of donations and/or sponsorship such as receipt/tax invoice, certificate of donation or letter of thanks in order to submit such evidence to the Finance Department for verifying accuracy and keeping account for further examination.
4. Political Contributions
We shall carry on our business in an apolitical way without taking part in or concentrating on any political party or politician. It is not our policy to provide any political contributions, financial supports, properties or any other benefits for political purposes. We shall not use our budget or resources to directly or indirectly support any political party or politician at the risk of creating conflict in the Company, thereby causing damage and defaming the Company’s reputation.
5. Facilitation Payment
We are determined to carry on our business honestly, fairly, transparently and verifiably. Thus, it is not our policy to make facilitation payment in any form, whether directly or indirectly. To prevent fraud and corruption risks, we have issued guidelines on facilitation payment as follows:
5.1 All directors, executives, employees as well as subsidiary companies, associated companies, other companies over which we have the controlling power, business partners and business agents are prohibited from giving or promising to give bribes, properties, facilitation payments or any other benefits to government officials.
5.2 Any liaison with government officials or government agencies shall be made transparently and verifiably.
5.3 If any employee is requested by a government official to give bribes, properties or any other benefits, they shall refuse to do so and then report the matter to their respective superiors and through the channels for giving information or clues provided by the Company without delay.
6. Business Relationship and Procurement
The procurement conducted by the Company shall be in accordance with steps, procedures and approval process stipulated, comprising price comparison, transparency and verifiability. In this regard, no bribe shall be given or received in conducting all types of businesses or procurements with any business partners, contractual parties, government agencies/ government employees or any agencies dealing with the Company. All transactions shall be conducted transparently, verifiably and lawfully with no hidden benefits. Moreover, the Supplier Code of Conduct shall be followed.
7. Employment of Government Officials/ Government Employees (Revolving Door)*
The Human Resource Department shall prepare a report for applying for approval for employment of government officials/ government employees, which shall be submitted to the President whereby there shall be 2-year cooling-off period for appointment of a former government official who has left office or a person who used to work for a competent authority directly relevant to the Company. In addition, due diligence shall be conducted on the person who shall be appointed by the Company in order to check matters which may lead to conflicts of interest and prevent the misuse of power prior to the appointment. In this regard, to make the appointment more transparent, the Company shall reveal names and backgrounds of former government officials appointed as consultant/ director/ executive of the Company together with reasons for appointing such persons by disclosing the said information via the Company’s website and annual report for the purpose of preventing conflicts of interest.
* Currently, the company has no employment of government officials/government employees.
8. Conflict of Interest
The Board of Directors emphasizes that the Company shall operate business under good corporate governance principles. In addition, the Board of Director shall ensure that the management conducts and manages work activities in accordance with the Company’s business policy and direction for both short term and long term, and also provide inspection and supervision processes to ensure transparency and sustainability in the Company’s business. Besides, a report on conflicts of interest shall be prepared every year in order to add value to the organization, thereby leading to sustainability.
The Board of Directors has divided powers and determined roles, duties and responsibilities of the Chairman and the President whereby their duties and responsibilities shall be clearly separated so that any of them shall not have unlimited power. In this regard, the President has the power, duty and responsibility to manage and ensure the compliance with the policies, strategic goals, laws, rules and regulations as assigned by the Board of Director.
Moreover, the Company has provided measures for handling conflicts of interest and issued guidelines for preventing conflicts of interest as follows:
Prevention of Conflict of Interest: The Board of Directors shall exercise caution in connected transactions and conflict of interest transactions whereby the Company has carefully stipulated procedural steps for consideration thereof in accordance with the policy on connected transactions and related transactions by focusing on the operation of business with honesty, reasonableness and independency within the scope of ethics in order to prevent conflicts of interest. The Audit Committee shall consider connected transactions which may cause conflicts of interest and the Company shall reveal such transactions in the Notes to Financial Statements and Annual Reports of the Company.
In this regard, the following guidelines for preventing conflicts of interest have been provided:
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All directors, executives and employees shall not do any act contrary to the Company’s interests, or use any opportunity or information obtained as an employee to seek benefits for themselves, or engage in any business in competition with the Company.
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All directors, executives and employees shall have the duty to maintain inside information of the Company which has not yet been disclosed to the public, such as information from the financial statements which have not been submitted to the Stock Exchange of Thailand, the Company’s operating results, capital increase, capital decrease, joint investment, dividend payment, merger and entry into commercial contracts rated as important, etc.
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The directors, executives and persons who have acknowledged inside information before disclosure to investors (each of them referred to as the “Insider”) shall comply with the guidelines for overseeing the use of inside information and purchasing/selling the Company’s securities, and also shall not purchase, sell, transfer and accept transfer of securities issued by the Company before such information be disclosed to the public.
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The directors and high level executives shall have the duty to initially report interests on the form for reporting information about backgrounds and interests of themselves and their related persons to the Company Secretary and shall report every time such information changes.
In this regard, the Company has provided written code of conduct for employees so that the employees at all levels shall learn and adhere to these guidelines. This code of conduct shall also be standards for the employees to behave ethically and shall demonstrate that the Company is determined to comply with laws, rules and regulations of the Company, and moreover, this code of conduct shall remind the employees to exercise cautions and prevent them from doing any act in violation of anti-corruption measures and also prevent conflicts of interest.
Whistleblowing
It is our policy to carry on business transparently and verifiably. We, therefore, establish policies on Whistleblowing to put in place guidelines in case that any stakeholder has any suspicion or find any suspicious activity which might be a violation of the Anti-Corruption Policy or relevant laws, rules or regulations, they may file a complaint or give a clue together with evidence and relevant details through the channels for giving information or clues provided by the Company.
The employees who wish to ask questions, or request counsel or advice about the compliance with the anti-corruption measures, they may obtain such advice at the Internal Audit Office or the Human Resource Department of the Company.
The Whistleblowing channel
Our employees and stakeholders are welcome to express their opinions and inform of clues for illegal acts in order to lead to:
(1) Fact Check;
(2) Management Adjustment/Improvement; and
(3) Development/Training.
The following are channels for receiving information, grievances or clues:
1. Registered Mail
Attn: Audit Committee/ Internal Audit Office/ Company Secretary
Address: Phatra Leasing Public Company Limited
252/6 29th Floor, Muang Thai Phatra Complex 1,
Rachadaphisek Road, Huaykwang,
Bangkok 10320
2. Electronic Mail (E-mail)
E-mail: internalaudit@pl.co.th
Procedure for Whistleblowing
The Company has provided mechanisms for protecting the informers who take care of the Company’s benefits. In case of the Company’s employees who give information or clues and/or say “No” to corrupt practices, they shall not be demoted, punished or negatively impacted even though their actions may result in the Company’s loss of business opportunities. The procedural steps for handling complaints about fraud and corruption are as follows:
1. When a complaint about fraud and corruption is made through a channel provided, the Internal Audit Office shall inspect the complaint, taking into account the explicitness and adequacy of preliminary evidence.
2. In the case that the complaint contains facts, investigation shall be conducted to gather evidence and witnesses. Then such complaint shall be submitted to the Complaint Committee (consisting of Internal Audit Office, Legal Office, Human Resource Department and/or any other persons assigned to oversee this matter (if any)) within 15 business days from the date on which the complaint or clue is received.
3. The Complaint Committee shall review facts and evidence and then prepare a report and opinion within 30 business days, which shall be proposed to the Audit Committee for further consideration and reporting to the Board of Directors.
4. The Internal Audit Office shall prepare a report summarizing statistical data on complaints and clues relating to fraud and corruption and such report shall be kept for not less than 5 years.
Punishment
This Anti-Corruption Policy and best practices hereunder deemed part of the discipline at work for all of the Company’s directors, executives and employees. Negligence, omission or willful failure to comply therewith, shall be considered as serious violation of discipline. Punishment shall be considered and imposed according to the Company’s rules or regulations which have been stipulated and/or which will be announced in the future. Moreover, if their action also violates any law, the Company shall consider taking legal action under relevant law.
All Suppliers and business agents shall comply with the Anti-Corruption Policy without exception. Failure to comply with the Policy may result in termination of relevant contract by the Company.
This Anti-Corruption Policy has been considered and approved by the Board of Directors at the Board of Directors’ Meeting No. 7/2566, held on 28 November 2023. This Policy shall be effective from 28 November 2023 onwards.
All employees have the duty to strictly comply with this Anti-Corruption Policy.