Article 3: Role of Stakeholders

Corporate Governance Principles

 

Article 3: Role of Stakeholders

Recognizing stakeholders' legitimate rights and any agreement with the Company, the Company treats all stakeholders fairly. The following guidelines clearly define work principles for all employees to strictly perform on stakeholder engagement.  

Shareholders

The Company, as a representative of the shareholders, is committed to conducting business with transparency, to put in place reliable financial and accounting systems, and to deliver optimum shareholder satisfaction. To achieve this, we shall take long-term growth of the Company and reasonable sustained returns into account. The executive board and all employees shall perform duties with integrity and make decisions in good faith and in fairness to major and minor shareholders alike, as well as for the good of relevant parties. They shall refrain from any activities that could cause conflicts of interest and serve self-interest. Confidential information shall not be divulged to outside parties.

 

Customers

Customer satisfactions shall be achieved by deliver quality products which meet their requirements; report the Company's status and performance to shareholders equally, regularly, and completely; perform duties with integrity and make decisions in good faith and in fairness to major and minor shareholders alike, as well as for the good of relevant parties; refrain from potential conflicts of interest with the Company; refrain from seeking undue benefits for oneself and related parties by exploiting inside information; and refrain from unduly disclosing the Company's confidential information. Thaioil provided “Customers Relations Management Section” to supervise and communicate directly to the customers. If the customers found that the Company is being unfair or become unsatisfied with its services, customers can file complaint directly through email at crm@thaioilgroup.com

Business Partners  

Thaioil strictly observed the procurement and service policy and guidelines, by publishing Thaioil and Subsidiaries’ Procurement Policy as tool to drive all Subsidiaries’ businesses in the same strategic direction. The procurement and selection process are pre-screened based on a clearly defined regulations and criteria.  The selection methods and outcomes were systematically recorded.  Thaioil also published its Supplier Code of Conduct and the Code of Conduct
on Purchasing, to ensure that all operations were carried out professionally, transparently, and fairly. Thaioil also set up “Suppliers Relationship Management Section” to directly supervise and communication with the business partners.

Business Competitors

Thaioil complied with the rules of fair competition and treated business competitors fairly under the Competition Law Framework. Thaioil refrained from dishonesty or improperly seeking confidential information on business competitors. Thaioil refrained from defaming business competitors through slander. Additionally, Thaioil refrained from involving in any activities that may lead to set the limitation or reduction of business competition.

Creditors

Thaioil professionally and disciplinary operated its businesses in accordance with the mutual agreements with the creditors. It is our responsibility to issue guarantees along with financial reports to our creditors with integrity and consistency. In case of failure to comply with terms and conditions, Thaioil will immediately inform the creditors on the solutions and in order to prevent possible damage.

Employees

We aim to develop and strengthen the work culture and environment as well as enhance working as a team. This will build confidence and morale of the employees of this company, with better performances and job security for the employees. What we did include:

- Yielding a fair and reasonable result with the knowledge factor as a responsible factor for the performance of individual employees.

- Caring for the environment and for the safety of life and property of the employee.

- Respecting the appointments, transfers, as well as rewarding system. Handle disciplinary actions with equal sincerity and on the basis of knowledge, competence and suitability with care for the act or practice of the staff.

- Treating employees on the basis of justice and giving priority to the development and transfer of knowledge and abilities of employees by giving employees the opportunity to thoroughly and regularly access knowledge.

- Accepting feedback and suggestions from all employees equally and fairly.

- Acting in compliance with laws and regulations.

- Avoiding any unfair action which may affect the stability of the duties of the employee.

- Treating employees with courtesy and respect, caring for the individuality and dignity of each as a human being.

- Providing ways for employees to report the breaking of disciplines and laws.

- Encouraging employees to understand ethics and roles, and understand it is our duty to foster ethical behavior within the framework of equality.

- Encouraging employees to participate in determining the direction of the work, including the issue of the agency and the company as a whole.

 

 

Communities and Environment

We are concerned about the safety of society, environment and quality of life of the people, including the importance of conserving natural resources for the benefit of the future generations as well as the promotion of energy efficiency to achieve sustainable development. The company set guidelines as followed:

- The use of natural resources shall consider the effects on the corruption of society, environment and quality of life and keep it to a minimum.

- The resulting damage to natural resources and the environment beyond the law prescribes will not be tolerated.

- Promote the use and conservation of energy efficiency for the benefit of the public and future generations.

- Do not support any activity that may be a danger to society or morality, promoting notions of right and wrong.

- Find the culprit on the matter which may have an impact on the community.

- Cultivate awareness of social responsibility and the environment to occur among employees at all levels continuously and seriously.

- Comply, cooperate and strictly abide by the law and regulations.

- Support the activities of the community and society by focusing on the development of society, the environment and support the education of youth and activities.

- Quickly and effectively response to events that have an impact on communities and the environment arising from the Company and cooperate fully with government officials and related agencies.

2. Compliance with the Law, Rules, and Regulations

To express Thaioil’s intention to act in accordance with the law, legal framework, business ethics, and transparency, Thaioil published Thaioil and Subsidiaries’ Compliance Policy for all employees to adhere and comply with all operations.  Thaioil also established Compliance Section to support Thaioil and Subsidiaries’ business operations, in accordance with the law, regulations, announcements, as well as systematically monitoring the changes in government policies and newly issued laws.  To enable Thaioil to cope with the changes, Thaoil constantly raise awareness of the importance of complying with the law for employees understanding.  Moreover, Thaioil conducted self-assessment survey to examine the efficiency and effectiveness of Thaioil and Subsidiaries’ business operations in relevant to the law, rules, and regulations.

3. Anti-Corruption 

  Thaioil established an explicit “Anti-Corruption Policy” comprising of definitions, roles and responsibilities, implementations, and measures. The Board, executives, and employees are required to acknowledge and comply with this policy. The Anti-Corruption Policy has been annually reviewed to improve its development to keep pace with the changing circumstances.

  In addition to this policy, Thaioil defined guidelines relating to anti-corruption matters in its CG and CoC Manual, such as code of conduct on conflicts of interest, etc. The Anti-Corruption Policy and relevant code of conducts are also clearly written in the Manual. Thaioil distributed the Manual to all Directors, executives, and employees. Thaioil has taken policies, practices, and anti-corruption measures to concrete actions, they are as follows:

   -  Communication, Knowledge Sharing, and Continual Anti-Corruption Trainings:  Internal Communication - Thaioil held employees’ orientation; communication of Anti-Corruption via internal channels ; communication of “No Gift Poliy” to promote all employees to not accepting gifts or any other hospitalities, through various channels such as e-newsletter, the Company’s website, as well as bulletin boards at various locations for both Bangkok Office and Sriracha Refinery.

  External Communication – Thaioil distributed a conforming letter for business partners, customers, financial institutions, and relevant third party for their cooperation to refrain from offering gifts and hospitalities to Thaioil and Subsidiaries’ executives and employees, along with essential policies and practices in relevant to anti-corruption matter.  Thaioil also extended invitation to business partners and customers to participate in PTT Group CG Day.  Moreover, Thaioil held Supplier Relations Management Seminar (SRM Seminar) and the Analysts’ Meeting to cultivate mutual understandings among Thaioil and all stakeholders.

  - Established Corporate Strategic Risk Section to serve risk management for Thaioil and Subsidiaries, comprising of strategic planning processes, investments and operations in all aspects, and anti-corruption. The Section focused on Thaioil and Subsidiaries’ operations, under seven risk appetites, namely: performance and investment; compliance; safety, occupational health, and environment; reputation; fraud and anti-corruption; ICT Security; Clean Fuel Project: CFP). Thaioil also assesses a corruption risk for sections that regularly contact with government agencies.

  - Put in place an internal control system to prevent corruption risks such as explicitly establish of Corporate Authorization Procedures, as a standard criteria for approval of business transactions.  Moreover, Thaioil established the Corporate Internal Audit Department with responsibilities to monitor and evaluate other units’ operations as well as financial and government relation activities, to ensure that Thaioil and Subsidiaries’ operations are in compliance with protocols, rules, and regulations.

   - Directly under the Audit Committee and independent from Thaioil and Subsidiaries’ executives, the Corporate Internal Audit Department is responsible for monitoring and evaluating the implementation of anti-corruption policy of other units’ operations covering key issues such as commercial promotions, procurement, financial reports, etc. This Department also reviewed operations to assure that all employees follow protocols, rules, and regulations. After each evaluation, this Department provided recommendations for improvements of greater effectiveness and better internal control system in order to prevent potential fraud and corruption

4. Monitoring Compliance

  The Company has determined that the duties and responsibilities of directors, management and employees are to be aware of and comply with policies and regulations available on the principles of good corporate governance. Employees must adhere to the Company's Code of Conduct and management at all levels and it's important to encourage employees to strictly follow the principles of good corporate governance of the Company.

- The Company will not perform any actions that are illegal or contrary to the principle. Corporate governance and business ethics are to be observed and for directors, executives or employees to breach the principles of good corporate governance, the persons will be strictly disciplined and if they made a breach of the rules and regulations of the state, the company will refer them to the government officers in charge. If employees of the Company have questions on which conduct to practice on, business ethics is not stipulated in the Company's Code of Conduct.

- The Company has established guidelines so employees may, before committing any action, ask themselves the following:
 

 

  1. 1. Is the action against the law or not?
  2. 2. Is the action against public policy or ethics the image of
       the company or not?
  3. 3. Will the action adversely affect the Company's
       stakeholders?
  4. 4. Is the action acceptable and can be revealed to society
       or not?

If employees detect illegal and/or against the principles of good corporate governance, they can make complaints or allegations to the Chairman of the Board, Chairman of the Corporate Governance Committee, Chairman of the Audit Committee, Chief Executive Officer and President, or the Company Secretary. The Company will continue to monitor anonymous information that is received to protect against the effects of potential complaints or such allegations.

- The Company has determined that executives at all levels in the organization will be responsible and it's important to acknowledge and understand employees under his command and to follow the principles of good corporate governance of the Company. For who breach the ethical codes, strict disciplinary actions will apply. By the principles of corporate governance, the Company has provided a channel for complaints, complaints, comments or suggestions. Risks which may cause damage to all stakeholders of the business operations of the Company, or conducts of the Company's employees which are illegal or unethical behaviors as well as behaviors that may indicate a fraud, unequal treatments or acts of negligence and lack of foresight will be rectified.

- Actions against the image or reputation of the Company's financial position or an act that is against the Company's policies or related to senior management would be sent to the internal Audit System Department (or committee) for fact-finding. In the case of questions, such as stock dividends or any other information about the Company, they are not complaints and are to be referred to the agency directly responsible to reply to the query. 

- The whistleblower will be anonymous. However, to contact whether by phone, email or fax the complaint will need to include the name of a person or event and other relevant information to show faith and the intention to do harm or cause damage to others. The Company will continue to monitor the process and save the investigation in writing. Anonymous information is received as confidential and the Company will indemnify the informant the complaint properly and fairly. Suspension, termination or interference with the operation of any other act that is not fair to the complaints will lead to no change in position and nature of the work place.