Fight against Corruption

Challenges, Risks, and Impacts

In the midst of a fluctuating economy and an evolving economic landscape, both on the global and national levels, stakeholders are increasingly interested in the organizational sustainable management, including Environment, Social, Governance (ESG) aspects. This is further intensified by economic recession, geopolitical conflict, and severe environmental impacts. Particularly, Thaioil Group has prioritized governance aspect in the conduct of business. The Company recognizes the importance of complying with stringent laws and regulations related to the Company’s business operations, and stakeholder’s expectations to operate the business transparently and accountably without corruption.

Commitments and Targets 

Thaioil Group is committed to operating its business with fairness, honesty, transparency, and accountability. The Company adheres to the principle of good governance and business ethics as a foundation to increase its competitiveness, support sustainable growth, and build trust for all stakeholders. The Company has formulated the policy and manual that are related to good governance and anti-corruption. These policies and manuals are implemented throughout the organization and reviewed on a regular basis.

Target

Management Approach and Performance

Management Approach

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.

Corporate Governance

The Board of Directors, management, and employees at all levels comply with the principle of good corporate governance with fairness, honesty, transparency, and accountability. Thaioil Group integrates national and international corporate governance practical guidelines to establish the Company’s management structure and mechanisms under the “REACT+E” principle. The Company encourages honesty at work for all employees to build awareness and enhance compliance with the code of conduct. As a result, the following corporate culture was formed:

Thaioil Group strives to strengthen the awareness for both internal and external stakeholders. The Company has established policies and guidelines, which are endorsed by the Board of Directors. These include the Corporate Governance Policy, Anti-Corruption Policy, Corporate Governance and Code of Conduct Manual. These policies align with corporate governance principles and assessment criteria, such as Corporate Governance Report (CGR) of Thai Listed Companies, the assessment for Thai Private Sector Collective Action Against Corruption (CAC), and the Corporate Governance Code for listed companies 2017. In addition, the Company discloses these policies and corporate governance practices on the Company’s website. In 2022, the Company renamed the "Corporate Governance Committee" to the “Corporate Governance and Sustainability Committee” to emphasize the importance of sustainable development and align with the criteria of corporate governance assessment. The Corporate Governance and Sustainability Committee is responsible for monitoring and leading Thaioil’s operations in alignment with the policies and guidelines of corporate governance and sustainable development. 

Furthermore, the Company has integrated Corporate Governance Policy and Anti-Fraud Policy into TOP Way of Conduct as a direction for employees to practice and implement for those companies under Thaioil Group. This ensured that everyone is heading in the same direction to achieve long-term targets and sustainable growth.

Code of Conduct and Compliance with Relevant Laws and Regulations

Thaioil Group integrates the business code of conduct into the Corporate Governance & Code of Conduct Manual (CG Manual) to serve as a guideline for ethical business practices. The CG manual is communicated to the Board of Directors, management, and all employees for compliance purposes. The Board of Directors and management  must act as a role model by demonstrating honest, ethical, fair, transparent, and accountable behavior to build a culture of good corporate governance towards a sustainable organization.

The Company places great importance on compliance with the business code of conduct, laws and regulations, and rules that are relevant to the business. The Company monitors these practices through integration into one internal function, known as the Governance – Risk and internal control – Compliance (GRC) working team, supervises these areas to enhance operational efficiency. In 2023, there were no violations of the business code of conduct or corruptions among the Board of Directors, management, and employees.

Furthermore, Thaioil Group is in the process of third-party verification. This aims to enhance the Company’s working process related to good corporate governance and ensure alignment with international standards and leading companies. The verification focuses on Thaioil Group’s Complaint-Making and Whistle-Blowing Process and Corporate Authority Procedure. Through this verification, this allows the Company to ensure that such process and procedure are aligned with good corporate governance principles, comply with all relevant laws, regulations, and requirements, and have adequate internal controls to drive Thaioil Group’s business toward the Company’s vision.

Whistle-Blowing Measures, and Complaint Monitoring, Investigation, and Response

Thaioil Group has established whistle-blowing measures to receive complaints from stakeholders that have been impacted or exposed to risks from the Company’s operations and/or the acts of Board of Directors, management, and employees regarding violations of laws or the code of conduct that might lead to corruptions. Affected entities, such as stakeholders, employees, related officers, or external individuals or those who are impacted by the Company’s operations, can submit complaints through designated channels. The details of whistle-blowing measures are disclosed in the Corporate Governance and Code of Conduct Manual published on the Company. 

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.

Furthermore, Thaioil Group monitors complaints to increase efficiency of whistle-blowing measures. In 2023, the Company received two complaints through the whistle-blowing channels, which are currently in the process of investigation.

The investigated complaint cases are categorized as follows:

Conflict of Interest Prevention

Thaioil Group has integrated the “Conflicts of Interest” into the CG Manual as a guideline for all employees to adhere with. The conflicts of interest were also communicated to management 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 management and employees, and posted on Thaioil Group’s intranet. As a result, 100% of management and employees have acknowledged the conflicts of interest reports. Moreover, the Company has also established the Conflict of Interest Disclosure Electronic System that requires all management and employees to report their conflicts of interest since joining the Company. Also, any conflicts of interest case should be annually reported at the beginning of the year, and report when the conflicts of interest arise. In 2023, a total of 1,928 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 Company‘s employees.

Fight Against Corruption

The Board of Directors and the management recognize the importance of the good corporate governance and the fight against corruption, which pose a threat to achieve the Company’s target towards the 100-year sustainable organization. With transparent business conduct culture, Thaioil Group has established the Anti-Fraud Policy, roles and responsibilities, guidelines, and measures within the Company by declaring a statement that:

“Personnel must not engage in or accept any fraudulent practices under any circumstances embracing Thaioil Group’s businesses in all countries and involving all applicable agencies. Thaioil Group has defined guidelines, measures, and roles of responsible parties as well as instituting regular reviews and revisions of compliance with the policy in line with changes in business contexts as well as applicable laws and regulations. ”

Corruption Risks Assessment

Thaioil Group recognizes the importance of risk management throughout the organization. The Board of Directors has assigned the Risk Management Committee to determine corporate risk management policies and to oversee the risk management systems and measures in the Company, Department, and Section levels. This aims to reduce impacts on the Company’s business operations and to ensure that the targets can be achieved.

Furthermore, Thaioil Group assesses for corporate governance and corruption risks. The Company constantly reviews risk management plans related to corruption risks. The Company has determined the risks and prevention measures for five activities marked in the Corruption Risk Profile – namely, registering lease agreement with government agencies, seeking permits from government agencies, supporting government agency activities, tax fraud, and procurement processes.

In 2023, Thaioil Group conducted business in compliance with laws, regulations, and requirements of all relevant public sectors and regulatory agencies. There was also no case of non-compliance and fraud incidents.

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 to business conduct. Moreover, Thaioil Group has been a member of the Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) since 2012. In 2014, the Company became a CAC certified company for the first time. With the membership period of three years, Thaioil Group has successfully renewed the CAC certification and become CAC Re-Certified Company continually in 2017, 2020 and 2023, respectively. These memberships and certifications have allowed Thaioil Group to develop transparency in business operations, uplift corporate governance standards, to reduce risks of being prosecuted under the Anti-Corruption Act 2018. Furthermore, the Company proactively demonstrates the strong commitments regarding the fighting against corruption in all forms through participation in various activities, such as Anti-Corruption Day.

Highlighted Projects

In 2023, Thaioil Group consistently embedded and emphasized the good governance and anti-corruption practices. The Company organized activities and communications in various forms to raise awareness and adhere to the principle of business integrity, transparency, honesty, and accountability. The activities and communications were as follows:

	Embeds good corporate governance, business ethics, and anti-corruption principles since the first day of employment. The Company integrates the principles into the orientation program for new employees and shared the CG handbook through the CG Reporting system. As a result, 100% of new employees acknowledged and participated in the trainings.
	Conducted activities to provide knowledge and promote transparent and fair work practices throughout the year of 2023. For instance, the Company organized the Compliance & CG Talk activity on the topic of Anti-Money Laundering and Countering the Financing of Terrorism, lectured by experienced legal professionals from the Anti-Money Laundering Office. The Law Focus activity was organized with the topic of Anti-Money Laundering and Combating the Financing of Terrorism, lectured by executives from the Export-Import Bank of Thailand (EXIM Bank). The GRC in Action event was held at the CEO Townhall during the 2nd and 4th quarters. The Good to Great CG Contest was organized to share the working approach that can promote CG practices in their own way.
	Improved electronic learning media (E-learning), including CG Orientation E-learning for new employees, covering the principles of good corporate governance, ethical business conduct, and anti-corruption. Also, Anti-Fraud E-learning for current employees was improved to provide knowledge on the origins of fraud and preventive measures to avoid fraud within the Company.
	Communicated the No Gift Policy to all employees through internal communication channels in various forms, such as video clips and E-newsletters. The “Request letter to prevent giving gifts to executives and employees of Thaioil Group” was sent 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.
	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 (a corporate internal magazine) and the GRC Newsletter, with a total of 12 times.
	Conducted the 2023 GRC Culture Survey to assess the organizational culture in terms of integration of good corporate governance, risk management, internal control, and the compliance with laws, regulations, and requirements (GRC). The survey results will be analysed to develop plans for promoting and enhancing corporate governance effectiveness in the future.
	Collaborated with PTT Group to organize the PTT Group CG Day 2023 under the theme “Good to Great: CG Empowering for the Future”. The event was held in a hybrid event to promote and empower the good corporate governance practices of the PTT Group, emphasizing employees at all levels within the PTT Group to comply with the principles of good corporate governance in their work. The event attendees included the Board of Directors, management, employees, and business partner representatives. In addition, regulatory bod representatives, such as from the National Anti-Corruption Commission (NACC), were also invited. The event attracted over 400 attendees, including partners, clients, and employees who were joined the live streaming on the event's website.

Performances 2023