Fight against
Corruption
Fight against corruption
Challenges, Risks,
and Impacts
Thaioil Group strives to drive sustainable growth by strengthening its core business while seeking opportunities in new, high-value, and environmentally friendly businesses.
expanding into international markets to build a resilient foundation for future changes. Accordingly, Thaioil Group has faced complex governance challenges arising from laws and regulations across different countries, collaboration with diverse business partners, and stakeholder expectations. Amid these challenges, Thaioil Group has recognized the great importance of conducting business under good governance principles and anti-corruption practices, which is a critical foundation for building trust and ensuring long-term organizational sustainability. In addition, transparent and fair business practices help enhance stakeholder confidence and create opportunities for investment and expansion of business partnerships. In contrast, ineffective governance may negatively affect the Company’s reputation and stakeholder trust. Therefore, Thaioil Group places strong emphasis on strengthening governance across the supply chain to mitigate governance risks, prevent corruption, and promote transparent and sustainable business operations.
Thaioil Group is committed to operating its business with fairness, integrity, transparency, and accountability. This is a crucial foundation for enhancing competitiveness and supporting sustainable growth to build trust among all stakeholders. With this commitment, the Company has established policies, manuals, and guidelines on corporate governance, anti-corruption, and legal compliance across the organization. In addition, Thaioil Group has continuously driven its implementation to achieve the target of achieving “Zero Non-compliance and Fraud Incidents”.
Target
Case of Non-Compliance and Fraud Incidents
Target 2025
0
case
Long-term Target 2030
0
case
Management Approach
and Performance
Thaioil Group acknowledges that corruption is the key obstacle to achieving the Company’s targets and hindering the development of the national economy and society. To address these concerns, the Company has established the “Anti-Fraud Policy” which outlines definitions, roles and responsibilities, guidelines, and measures. The policy has been communicated throughout the organization to ensure that the Company’s Board of Directors, management, and employees are aware and adhered to its principles. In addition, the Company conducts an annual review of the Anti-Fraud Policy to ensure that its alignment with changing situations.
Besides formulating its policies and guidelines, the Company places importance on implementing the Anti-Fraud Policy and its guidelines and measures in practical ways. The Company regularly monitors the performance and improves the plan as appropriate. Moreover, the Company proactively assesses corruption risks and designs an internal control system to prevent the corruption risks. Meanwhile, the Company actively promotes knowledge sharing and training related on corruption risks within both internal and external organizations. Furthermore, the Company proactively monitors and evaluates compliance with the related policies and guidelines to ensure the organizational effectiveness.
Management Approach
The Board of Directors has approved and implemented policies and Corporate Governance and Code of Conduct Manual across the organization. The Board has assigned the Corporate Governance and Sustainability Committee to oversee and promote the Company’s operations in alignment with its policies, the principles of good corporate governance, business ethics and code of conduct. Moreover, this committee is responsible for conducting regular annual review of the Company’s policies, principles, and practices of good corporate governance along with integrating Governance – Risk & Internal Control – Compliance (GRC) into its operations. The integration of GRC aims to embed GRC systems and culture into business processes, create a balance between control and risk management, and enhance the efficiency of corporate governance to ensure compliance with laws, regulations, and standards.
Good Corporate Governance
Thaioil Group has established the corporate values as known as “POSITIVE” and followed by all employees across the organization, particularly I: Integrity, one of these values, representing honesty and a commitment to fairness and doing what is right. Additionally, Thaioil Group has adopted the national and international corporate governance practices to establish management structure and mechanisms under “REACT+E” principle. The Company encourages honesty at work to the Board of Directors, executives, and all employees to build awareness and enhance the compliance with code of conduct. As a result, the following corporate culture was formed:
Principle | Description |
|---|---|
Responsibility | Responsibility to perform duties with adequate capability and efficiency |
Equitable Treatment | Fair and equal treatment for all stakeholders |
Accountability | Accountability in one’s own decision making and acts and the others under supervision, presenting the ability to inform, and explain decisions made |
Creation of Long-term Value | Vision to create corporate long-term values |
Transparency | Transparency in business operation that can be scrutinized and transparent disclosure of information for all relevant parties |
Ethics | Ethics and morality in business conduct |
According to the Company’s commitment to adhering to the principles of good corporate governance, the Board of Directors has approved the policies and practices, including Corporate Governance Policy, Anti-Fraud Policy, Corporate Governance and Code of Conduct Manual, aligning with corporate governance principles and assessment criteria, such as the Corporate Governance Code for listed companies 2017 (CG Code), and Corporate Governance Report (CGR) of Thai Listed Companies. In addition, the Company has disclosed the Corporate Governance and Code of Conduct Manual (CG Manual) on the Company’s website at https://www.thaioilgroup.com/en/corporate-governance/corporate-governance-and-code-of-conduct-manual/
Code of Conduct and Compliance with Relevant Laws and Regulations
Thaioil Group has established the business code of conduct and the Corporate Governance and Code of Conduct Manual (CG Manual). This manual serves as a guideline for directors, executives, and employees to follow and conform with integrity, transparency, and accountability. Moreover, all directors, executives, and employees are required to study the details of the CG Manual and acknowledge their understanding through the CG Reporting electronic system. This affirms their commitment to adhere to these principles and apply them practically in their operations. In 2025, there were no violations of the business code of conduct or corruption among the Board of Directors, executives, and employees.
To demonstrate the intention to achieve mission legally, ethically, and transparently, Thaioil Group has declared a Compliance Policy applicable to all employees and stakeholders working with the Company and its affiliates. Additionally, the Company has established a Compliance Unit to oversight the compliance of Thaioil Group’s business operations with relevant laws and regulations. The unit regularly monitors changes in government policies and the enactment of new laws to ensure the Company remains responsive to regulatory developments. Also, the unit is tasked with promoting awareness of the importance of legal compliance for employees at all levels as well as conducting self-assessments to evaluate the effectiveness and efficiency of the Company’s compliance with government policies, applicable laws, and regulations.
Complaint and Whistle-blowing Procedure and Complaint Monitoring, Investigation, and Response
Thaioil Group also establishes appropriate and fair measures to protect complainants, whistleblowers, and individuals from retaliation, such as job reassignment, intimidation, interference in workplace, termination, or other unfair treatments. The Company is commits to maintaining confidentiality of all complaints and will not reveal any information to third parties unless it is required by law.
To enable all stakeholder groups to monitor, oversee, and ensure that the Board of Directors, executives, and employees comply with laws, regulations, corporate governance principles, and the business code of conduct, while refraining from any actions that might lead to corruption. Thaioil Group has established the grievance measure and/or whistle-blowing procedure in the CG Manual which has been approved by the Board of Directors and published on the Company’s website. Affected entities or those who are impacted by the Company’s operations, such as stakeholders, employees, related officers, or external individuals, can submit complaints through provided channels. The details of grievance measure and/or whistle-blowing procedure are published on the Company website at https://www.thaioilgroup.com/en/corporate-governance/whistle-blowing-measures/
In addition, Thaioil Group also establishes the proper and fair measures to protect complainants, whistleblowers, and individuals from retaliation, such as job reassignment, intimidation, interference in workplace, termination, or other unfair treatments. The Company commits to keep confidentiality of all complaints and will not reveal any information to the irrelevant parties unless it is required by law.
Furthermore
In 2025, Thaioil Group received four complaints through the grievance and whistle-blowing channels. Following thorough investigations under the Company’s grievance management process, three cases were determined to meet the criteria for complaints. The first case was closed with no evidence of corruption or violation of the Company’s regulations, and the resolution was notified to the complainant. The second and third cases are currently under investigation.
Additionally, complaints received through the grievance and whistle-blowing channels, and through the personal data management process. In 2025, Thaioil Group had no fines and convictions related to corruption and bribery cases. The investigated case complaints can be categorized as below.
Type of Complaint | Number of Cases Investigated | Breach / Non-compliance cases |
|---|---|---|
Corruption and bribery | 0 | 0 |
Discrimination | 0 | 0 |
Confidentiality of information and Use of Inside Information | 0 | 0 |
Customer Privacy Data | 0 | 0 |
Conflicts of interest | 0 | 0 |
Anti-trust / Anti-competitive practices | 0 | 0 |
Money-laundering | 0 | 0 |
Quality, Security, Safety, Occupational Health and Environment | 0 | 0 |
Non-compliance with the Company’s regulations | 2 | 0 |
Other issues of Code of conduct | 1 | 0 |
Conflict of Interest Prevention
To build confidence among stakeholders that the Company has operated its business efficiently and transparently, Thaioil Group places great importance on preventing conflicts of interest by overseeing, identifying, and managing potential conflicts. The Company has also integrated the “Code of Conduct on Conflicts of Interest” into the CG Manual as a guideline for all employees to be adhered with, and determined various management approaches, such as requiring directors and executives to report their interests in accordance with relevant threshold for the initial appointment and during their service term on quarterly and annually basis. Moreover, the Company has also established the Conflict of Interest Disclosure Electronic System that requires all management executives and employees to report their conflicts of interest since joining the Company. Also, any conflict case should be annually reported at the beginning of the year, and report when the conflict arises
In 2025, a total of 2,116 executives and employees have participated in the conflicts of interest reports (reflecting the number of employees at the time of reporting), representing 100 percent of the entire organization’s employees. Additionally, the conflicts of interest were also communicated to management executives and employees through the articles in Akanee magazine, an internal corporate magazine, and E-newsletter throughout the year. The e-mails were sent directly to all executives and employees and posted on the Company’s intranet.
Corporate Compliance Verification Systems
Thaioil Group conducts a comprehensive assessment and verification of the Company’s Corporate Compliance System to ensure the Company’s operations align with international standards and relevant regulations. In 2025, an independent third-party organization, MASCI (Management System Certification Institute), has conducted annual surveillance audit for the legal and the Company’s compliance system against ISO 14001, ISO 45001, and ISO 50001, which encompassed the following seven key areas: (1) Context of the organization, (2) Leadership, (3) Planning, (4) Support, (5) Operation, (6) Performance Evaluation, and (7) Improvement to ensure adherence to relevant laws, standards, and requirements.
Moreover, the Company has integrated Corporate Governance Policy, Anti-Fraud Policy, and Compliance Policy into TOP Way of Conduct. This serves as a direction for assigning the representative employees in overseeing and managing Thaioil Group in a consistent manner. This ensures that everyone is heading in the same direction to achieve long-term targets and sustainable growth.
Fight Against Corruption
Thaioil Group recognizes corruption as a significant threat to achieve the corporate goals and advance the nation’s economic and social development. Consequently, the Company has established “Anti-Fraud Policy” along with definitions, roles and responsibilities, guidelines, and implementation measures. This policy aims to ensure that the Board of Directors, executives, and employees are acknowledged and adhere to the policy as a key practice. The Anti-Fraud policy has been implemented across all own operations of Thaioil Group. The Company has reviewed its Anti-Corruption Policy annually and reports the results to the Corporate Governance and Sustainability Committee. If revisions are needed, the Company will propose to the Board of Directors for approval to ensure it conforms with changing circumstances, relevant regulations, and be able to address new corruption risks. In 2025, the Board of Directors approved the updates of the Anti-Corruption Policy to make it clearer and more complete.
In the case that any non-compliance with the anti-corruption policy is identified, employees or external parties who witness or become aware of such matters may submit complaints or provide information through the channels specified under the grievance measure and/or whistle-blowing procedure. These measures have defined a complaint management process covering the receipt of complaints, registration and acknowledgment, consideration of appropriate actions, fact-finding investigations and determination of disciplinary measures. The Company will report the complaint to the Corporate Governance and Sustainability Committee and the Audit Committee on a regular basis, at least once a year. In addition, protections are provided for whistleblowers and related parties to ensure that cases of non-compliance are addressed in a transparent and fair manner.
Additionally, Thaioil Group emphasizes the importance of the practical implementation of the Anti-Corruption policy, practices, and measures. This includes regular monitoring of their performance to refine and improve action plans. Also, the Company communicates, shares knowledge, provides training regarding anti-corruption for internal and external organizations, as well as evaluates performance in compliance with its policies and related practices. The Company has also published the policies relevant to good governance, which includes Anti-Corruption policy on the Company’s website at https://www.thaioilgroup.com/en/corporate-governance/corporate-governance-policies/
Ethical Supply Chain
Corruption Risks Assessment
Besides, Thaioil Group has also assessed corruption risks. The Company has reviewed its risk management plans related to corruption annually. The Company has identified the risks and prevention measures for four activities marked in the Corruption Risk Profile, such as supporting government agency activities and applying for a business license from a government agency. tax fraud, and procurement processes.
The collaboration with other partners to conduct corporate governance and fight against corruption
Thaioil Group has been a member of the United Nations Global Compact (UNGC) since 2012. The Company applies the 10 UNGC Principles to promote good governance regarding human rights, labour, environment, and anti-corruption in its operations.
Thaioil Group has been a member of the Collective Action Coalition Against Corruption (CAC) since 2012, and the Company became a CAC-certified company for the first time in 2014, with a three-year membership. Thaioil Group has consistently renewed the CAC certification as a CAC Re-Certified Company throughout the period. In 2025, the Company submitted its fourth application for CAC re-certification to continuously uphold anti-corruption standards. These memberships and certifications have enabled Thaioil Group to enhance transparency in business operations, uplift corporate governance standards, and reduce the risk of prosecution under the Anti-Corruption Act 2018. Furthermore, the Company proactively demonstrates its strong commitment to fighting against corruption in all forms through participation in various activities, such as Anti-Corruption Day organized by the Anti-Corruption Organization of Thailand (ACT).
Capability development on ethical standards
Highlighted Projects
In 2025, Thaioil Group consistently embedded and emphasized the good governance and anti-corruption practices from policies to operational implementations. This aims to enhance knowledge, understanding and reinforce the importance of these principles across all levels of employees. The Company has conducted continuous communication and promotional activities in various forms as follows:
Organized the activities to promote transparent, fair, and corruption-free workplace practices, and to enhance knowledge on corporate governance and legal compliance through various initiatives. These includes “AI & Data Privacy: Using AI Wisely and Safeguarding Data Security” presented by external experts. Also, the Company has conducted 6 training sessions under the concept of “Speak up, Whistle up, Listen up” to communicate and raise awareness on grievance measures and/or whistle-blowing procedures.
Created a short drama series titled “GRC The Series 2” consisting of 8 episodes. These series show appropriate and inappropriate behaviors (CG Do & Don’t) through workplace situations, such as the misuse of corporate resources for personal purposes. This aims to promote understanding and awareness of good corporate governance. The series was disseminated through various internal company channels, including the Thaioil Academy system and other internal communication channels.
Organized the GRC in Action activities to raise awareness by setting up informational booths and hosting quiz games at key events held by Thaioil Group, such as CEO Townhall events in Q1-Q4 and Thaioil Innovation and Learning Day 2025.
Collaborated with PTT Group to organize the PTT Group CG Day 2025 under the theme “ONE CG DRIVING SUSTAINABLE FUTURE FOR ALL”. The event was held in a hybrid meeting to promote and disseminate the good corporate governance practices of the PTT Group, enhance corporate governance standards, and demonstrate a commitment to operate businesses under good corporate governance principles. The event attendees included the Board of Directors, executives, employees, and guests from external parties, such as representatives from the National Anti-Corruption Commission (NACC). Over 400 individuals attended the event, including suppliers, customers, and employees, with live streaming available on the event’s website.
Communicated the No Gift Policy to all employees through internal communication channels. The Company also sent “the Letter on Thaioil Group’s No gift Policy” to the suppliers, customers, financial institutions, and other business partners to avoid and prevent any cause that may lead to actions that violate Anti-Fraud Policy. institutions, and other business partners to avoid and prevent any cause that may lead to actions that violate Anti-Fraud Policy.
Communicated the principles of good corporate governance, business ethics, and anti-corruption through internal communication channels throughout the year, such as the GRC Corner column in the Akanee magazine (internal magazine) and the GRC Newsletter, with a total of 10 times.
Executives and employees participated in anti-corruption campaigns at events of external parties, including:
- The National Anti-Corruption Day 2025 event, themed ” Not Corrupt, Not Born? Is It True?”, organized by the Anti-Corruption Organization of Thailand (ACT) on September 6, 2025, at the Professor Sangwien Intarawichai Auditorium, Stock Exchange of Thailand.
- The International Anti-Corruption Day (Thailand) 2025 event, under the theme ” HERO OF THE TRUTH: Stop Corruption Together,” was organized by the government in collaboration with the National Anti-Corruption Commission (NACC), the Public Sector Anti-Corruption Commission (PACC), the Anti-Corruption Organization of Thailand (ACT), and other partners on December 9, 2025, at the IMPACT Convention Center, Muang Thong Thani.
Conducted the 2025 GRC Culture Survey to assess the organizational culture in terms of integration of good corporate governance, risk management, internal control, and compliance with laws, regulations, and requirements (GRC). The survey results will be analysed to formulate plans for promoting the culture within the organization and enhancing the effectiveness of corporate governance in the future.
In 2025
Performance
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