Anti
Corruption policy

 

policy on Anti Corruption

 

AI Energy Public Company Limited “The Company” recognizes the important of a transparent business operations and embrace the principle of good corporate governance for effectiveness and equitably with responsibility to society and stakeholders. As well as to prevent corruption that may occur, hence the Company has declared the intention of anti-corruption that do not support the activities of groups or individuals acting in wrongful exploitation. In order to be entrusted in undertaking a no fraud operation, the Company has proclaimed the anti-corruption policy as the guidelines for the Board of Directors, management, and employees to strictly comply to the following;

1. Objectives

The purpose of formal “Anti-Fraud & Corruption Policy” is to declare the intent and commitment to working against fraud and corruption and to establish guidelines for review and oversight, to ensure that operations are conducted appropriately in accordance with this policy.

2. Scope

This policy applies to the Board of Directors, Sub-Committees, Senior Management and employees at all levels of AI Energy Public Company Limited and all subsidiaries (together called “Company Personnel”). This policy also applies to agents, intermediaries, contractors and consultants acting on behalf of The Company (together called “Related Business Partners”).

3. Definition

"Corruption" defined as the abuse of power to exploitation, whether in bribery or in other forms by offering or receiving from public sectors and private sectors including favor oneself or ally. However, there are exceptional cases for the activities that legal, tradition, and commercial conservative which can be performed.

4. Anti-Corruption Policy

4.1 Restricted the Board of Directors, management, and employees of the Company claim, perform, or accept corruption in all forms; both directly and indirectly. The Company has determined the reviewing of the anti-corruption policy’s implementation regularly. Moreover, the roles and responsibilities of the parties involved to comply with the policies and operations of the Company.

4.2 Company Personnel shall not ignore or neglect to raise concerns or report any suspected instance of fraud or corruption in relation to The Company. Company Personnel shall report to the designated personnel any suspected instance of fraud or corruption and provide support to the investigation process.

4.3 Company Personnel shall encourage good values and awareness in working honestly, ethically and transparently, without fraud and corruption, as part of the organizational culture.

4.4 Company Personnel shall operate in compliance with all related laws and regulations, especially the laws in relation to anti-fraud and corruption in every country in which Company operates.

4.5 Company Personnel shall operate with transparency, accuracy, and fairness under the applicable regulations, policies, procedures and guidelines of Company, especially for marketing and sales, procurement, and accounting and finance processes.

4.6 Any act breaching this Anti-Fraud & Corruption Policy shall be considered for disciplinary action in accordance with Company’s Procedures which may include termination if deemed appropriate by Management. Additionally, any Personnel found to be in violation of this Policy may be subject to the law if the act is proven to be a violation of related Laws.

4.7 Company shall provide fair treatment and protect Personnel. Personnel will not suffer demotion, penalty or other adverse consequences for refusing involvement in any acts of fraud or corruption, even if such refusal may result in the Company’s loss of business’s opportunities.

5. Duties and Responsibilities

5.1 Board of Director
Responsible for formulating policy against corrupt and approve the policy, including oversight and support against to the corruption by impelling policies to be implemented. Also being a role model in integrity for employees and recognize the importance of anti-corruption.

5.2 Audit Committees
1. To oversee and review the approved anti-corruption policy regards to the appropriateness to the Company.
2. Responsible for reviewing the Company’s financial statement, the internal control system, and risk management to ensure that the Company has operated transparently and not in contradict to the anti-corruption policy itself.
3. Responsible for determining and propose agendas to the Board of Directors, when there was corruption in the Company, to impose sanctions and determine the prevention.

5.3 Internal Audit Responsible for reviewing and monitoring the Company’s operation to in accordance with such policy and to ensure the internal control system was in place, which may reduce the corruption’s risk in the Company and reported to the Board of Directors. Internal Auditors are responsible for reporting to the Audit Committee.

5.4 Chief Executive Officer and Senior Management Responsible for establishing efficient protocols to support the Anti-Fraud & Corruption Policy, setting communications and a training program for all personnel, regardless of rank, to ensure that personnel have sufficient understanding and are able to effectively and efficiently apply related policies and protocols in their operations, as well as reviewing the appropriateness of related protocols to align with any changes in business operations, laws, rules or regulations.

5.5 All Company Personnel Responsible for working according to this Anti-Fraud & Corruption Policy and any related protocols. Personnel must report to their supervisor or to a designated reporting channel if they encounter any breach of policy or have any questions about this policy.

6. Anti-corruption Operational Guidelines

Directors, management, and employees at all levels of company and its subsidiaries must strictly follows the Company’s policy and practice and no involvement in corruption in any cases; directly or indirectly. Nevertheless, the policy also including the anti-corruption within the procurement procedure; suppliers or contractors.

6.1 Employees must not neglect or ignore whenever encounter an act of possible corruption related to the Company and must notify the incident to the superior or the responsible person through various available channels (as presented below in this policy statement) and provide good cooperation when fact findings are needed.

6.2 Employees who commits, conspires with, or connects to corruption must face disciplinary punishment and related legal penalties.

6.3 The Company will ensure fairness and provide protective measures to complainants or whistleblowers for collaboration in reporting malpractice and corruption.

6.4 The Company puts emphasis on publicizing, communicating and training in order to constantly educate employees the Anti-Corruption Policy.

6.5 The Head of Internal Audit has duty and responsibility to monitor, review to report to the Audit Committee whether implementation of the anti-corruption is in accordance with the policy and operational guidelines with an attempt to ensure suitability and adequacy against risk of potential corruptions.

7. Anti-Corruption Practices

Employees must adhere to the anti-corruption policy when dealing business with customers, suppliers, trade partners or third parties in relevant to the Company’s business.

7.1. Employees must comply with laws, rules, business traditions and manners when interacts with relevant business-related third parties. Employees who didn’t comply with to Anti-corruption Policy will face disciplinary punishment, related legal penalties and may also be legally prosecuted.

7.2. Employees must not seek any benefit from their positions in the Company in receiving or soliciting any business-related third party or relevant individual to provide service that has no connection to the Company’s business.

7.3. When employees or management recommend an individual to the Company, such action must not induce conflict of interests or interfere with the company’s recruitment process and must not be unlawful act towards personal gain.

7.4. The bribery with money or other benefits
1. Employees must not accept or solicit, both directly and indirectly, for money, gift voucher, check, stock, present, any bribe, special compensation or incentives of any value from relevant business-related third parties and employees in the Company such as the public sector and the private sector.
2. Employees must not bribe authorities or government officials by offering money, gift vouchers, check, stock, present, or any bribe, special compensation or valuable incentives.

7.5. Procurement Process
1. For the purchase and hire process must be conducted by the Company’s working procedures, from the beginning of biding, price comparisons, selected suppliers and/or contractors by prohibiting employees accept the bidding that enclose hidden benefits with suppliers and/or contractors. However, the Company have an active internal control system that monitor and involved by related manager departments, and all the procurements were approved by Managing Director only.
2. The action of business relationship, negotiation and purchasing between public or private sectors must be carried out with transparency, integrity and strictly abide by the law.

7.6. Donate to charity, public interest and Sponsorships
There are restrictions on donations to charity, public interest, and funding as follow;
1. Charitable contributions and sponsorships to individuals or organizations, both for government or private sector, must be transparent and with objectives for charity, and not made with the expectation of favorable treatment in return that may give the appearance as being for fraud or corruption. Thus, the request and approval processes must be in accordance with the Charitable Contributions and Sponsorships Procedures.
2. To approve the donation is subject to the Company’s approval authority but if donations and sponsorships in any form is worth not more than THB 10,000 must be approved by Human Resources Manager if more than THB 10,000 must be approved by Managing Director.
3. The donation must be under ‘the Company’s name’ only with reliable evidences and follow the Company’s procedures. The Company shall not claim on the donation to other purpose.
4. The sponsorships can be support in the way of asset or financial support to the project or activities that are made for business objectives and usually for brand or reputation management purposes. It must be under ‘the Company’s name’ only with reliable evidences and purposes and follow the Company’s procedures.
5. Charitable contributions and sponsorships must demonstrate that their activities, based on the objective of the project, have taken place and can be traced.
Procedures for charitable contributions and sponsorships as follows:
1. The Requestor prepares the “Requesting Form” that indicates the name of the receiving organization and the objectives with the supporting documents attached. The Requesting Form shall be approved by the authority according to the authority limits as indicated in the table below.

Authorised Amount Approver
Less than THB 10,000 Human Resource Manager
More than THB 10,000 But not exceeding THB 100,000 Managing Director
THB100,000 and above The Chairman of the Executive Board


2. Human Resource Manager reviews and approves the “Requesting Form” if the objectives for the charitable contributions and sponsorships are aligned with the established procedures.
3. The Requestor provides evidence of the charitable contribution or sponsorship, such as a “Thank You Letter” from the organization receiving the contribution or a picture of the donation, to the Finance Department as supporting documentation after the charitable contribution or sponsorship has been made.
4. The Finance Department reviews evidence relating to the charitable contribution or sponsorship, as well as retains the evidence in a proper manner. In the event of insufficient evidence, additional supporting documentation or clarification shall be requested. If it is proven the charitable contribution or sponsorship provided do not comply with the Company’s policy or has been used as an excuse/method for corruption, the perpetrator will be subject to the highest level of disciplinary action.
5. The Finance Department prepares a “Summary Charitable Contributions and Sponsorships Report” which is submitted to Managing Director on a quarterly basis.
6. The Internal Audit Department evaluates the charitable contribution and sponsorship process annually to ensure the efficiency, effectiveness and appropriateness of the internal controls of the process.

7.7. Political Contributions
The Company adopts a political neutrality policy and establishes independent management and operations, without involvement in political activities. The definition of political contribution is a contribution, financial or in-kind, to support a political cause. Defining what a political contribution is presents some difficulty. Financial contributions can include loans. In-kind contributions can include gifts of property or services, advertising or promotional activities endorsing a political party. The release of employees without pay from the employer to undertake political campaigning or to stand for office could also be included in the definition.
Employees have right and political liberty and have the freedom to participate in political activities under the terms of the Constitution, related laws, and regulations. However, Employees must not participate in any political activities on behalf of The Company or employ any of The Company’s resources as political contributions to political parties or any parties in relation to politics. However, one must not use company’s resources in either directly or indirectly for the political purpose that leads to the loss of company’s neutrality and a potential to damage company’s reputation.

7.8. Gifts, Hospitality and Expensess
Managers and Employees of the Company must not accept any gifts, hospitality and expenses from customers and suppliers. However, the gifts are acceptable if it is intended solely for the reception, greeting or congratulate only, no hidden agendas, such as gift baskets during festive season, snacks, Promotional products in small values such as pens, books, calendars, or mugs with the organization’s logo. The receiving or providing of gifts and entertainment must be transparent and not with the expectation of favorable treatment in return. Receiving or providing gifts and entertainment but be done on behalf of the Company only.
Procedures for receiving and providing Gifts, Hospitality and Expenses
1. The receiving or providing of gifts and entertainment is permitted according to tradition but must not impact The Company’s operations and business decisions. Employees must not ask for gifts and entertainment.
2. Providing Gifts, Hospitality and Expenses during festive season
2.1 The Requestor has to prepare “Requesting Form” that shall be indicated the name of the organization receiving the gifts and hospitality, the details of gifts and entertainment to be provided, the quantity, the amount (Not More Than THB 2,000 per piece), and the objectives as well as the supporting documents attached. The Requestor submits the form to Human Resource Manager to review and approve.
2.2 Human Resource Manager reviews and approves the “Requesting Form” if the objectives for gifts and entertainment align with the established procedures.
2.3 The Requestor provides evidence of gifts and entertainment, such as receipts and a “Thank You Letter” from the organization receiving the gifts or hospitality, as supporting documentation after the gift or entertainment has been provided.
2.4 The Finance Department reviews evidence relating to the gifts or entertainment as well as retains evidence in a proper manner. In the event of insufficient evidence, additional supporting documentation or clarification shall be requested. If it is proven that the gifts and entertainment provided do not comply with the Company’s policy or have been used as an excuse/method for corruption, the perpetrator will be subject to the highest level of disciplinary action.
2.5 The Finance Department prepares a “Summary Gifts and Hospitality Provided Report” which is submitted to the Managing Director on a quarterly basis.
2.6 The gift and hospitality process shall be evaluated by the Internal Audit Department annually to ensure its efficiency, effectiveness and appropriateness.

8. Fraud Risk Management and Internal Control Processes

8.1. Establishes a program and procedures for fraud risk management covering fraud prevention, detection and response.

8.2. Establishes appropriate and sufficient internal controls for fraud and corruption prevention and the assessment/review of internal processes to ensure the efficiency and effectiveness of internal controls.

8.3. Establishes the assessment of fraud and corruption risks to ensure that The Company has appropriate internal controls in place to mitigate all types of fraud and corruption risks.

8.4. Establishes measures and procedures for particular expenses such as charitable contributions, sponsorships or other expenses to formally prevent fraud and corruption.

8.5. Establishes preventive measures to prevent the providing or receiving of gifts, assets or other benefits, entertainment, or any other expenses that are not aligned with the Company’s policies or not in compliance with the applicable laws.

8.6. Establishes protocols to support the issuance of transparent and accurate financial reports which comply with international accounting standards.

8.7. Establishes a process for maintaining accurate books and records that accurately, properly and fairly document all financial transactions in accordance with applicable laws and regulation. Expenses in particular need to have adequate supporting documentation with approvals from authorized person to ensure the appropriateness of the expenses and that they have not been made for the purpose of fraud or corruption.

8.8. Establishes channels to report, comment, or make complaints about fraud or corruption cases as well as establishes a process to investigate, enforce and report cases of fraud or corruption to the Board of Directors and Senior Management.

8.9. Establishes communications and training to provide understanding of the Policy and Procedures on anti-fraud and corruption to all levels of employees, from the Board of Directors, Management and Staff to Agents and Intermediaries acting or working on behalf of The Company.

9. Review of Policy

9.1. The review of this policy is set for at least once a year and is to be submitted to the Audit Committee for approval.

10. Whistleblowing or Complaints

10.1. Issue to whistleblowing or complaints
1. An action of malpractice and corruption connected to the organization, directly or indirectly
2. A practice of wrong procedure in contrary to Company’s regulations or of adverse effect on the Company's internal control system that raise doubt of being a possible channel for malpractice
3. An act that misconducted obtain or destructs the Company’s benefits and damages the Company's reputation
4. An act of illegal nature and immoral business ethics

11. Whistleblowing or Complaints Channels

11.1. Mechanisms for internal complaints
1. Suggestion box
2. Supervisor of working units
3. Manager of Audit Department or Manager of Human Resources Department
4. Electronic mail box (hr@aienergy.co.th)

11.2. Mechanisms for external complaints
1. Website (http://www.aienergy.co.th)
2. Electronic mail box (aienergy@aienergy.co.th)
3. By Post to The Audit Committee
55/2 Moo 8 Sethakit 1 Rd., Klongmadua, Krathum Baen, Samut Sakhon 74110

12. Protection of whistleblower and confidentiality

12.1. Protection of the whistleblower and related person
Because filing complaints and providing information of malpractice in good faith can result an immense benefit to the Company and employee as a whole, therefore the person who files complaint, testify, provides information and facts or gives relevant evidence to the complaint, despite troublesome that might follow, will be guarantee of no lay-off, punishment, or any harmful effects to career growth, performance assessment, welfare and related benefits eligible for employee. This guarantee is also applied to the personnel in charge of complaint’s investigation. The Company has policy to ensure fairness and equitable treatment to all stakeholders in accordance with to the Company’s regulations. The whistleblower will receive protection and the complaints will be hold confidential.

12.2. The anonymity and confidentiality
Employee or external whistleblower may choose to stay anonymous when reporting violations of other employees. However, the Company encourages employees to identify themselves when filing the report for ease of communication and investigation. Upon completion of report filing by employees or related business partners or the external whistleblower, the working team who takes compliant shall act for a reasonable protection and prevention measures towards efficient investigation in order to safeguard personnel or the external whistleblower from harassing or unfair treatment.

13. Investigation and Punishment

13.1. After receiving complaint, it will be scrutinized and investigated towards fact findings by the Executive Committee or the Audit Committee.

13.2. During the investigation, Executive Committee or the Audit Committee will appoint representative (of management) to keep the whistleblower or the complainant informed of progress.

13.3. If fact findings from the investigation unveil information or evidence reasonable to believe that the alleged person is corrupted or malpractice, the Company will inform such allegations to the alleged person. The alleged person has rights to prove him/herself of no connection with the acts of malpractice as alleged.

13.4. Malpractice of the alleged person is considered violation to the anti-corruption policy and will face disciplinary hearing regulated by the Company. If the malpractice is illegal, the law penalty will also apply. As for disciplinary consideration, ruling of the Executive Committee or the Audit Committee or Management deems final.

13.5. In case of alleged person is member of the Board or management level, the loss is more than 500,000 baht, Investigation committee must notify Audit Committees immediately for appointing one member of Audit Committee to join the investigation committee. Audit Committee must report result to Executive Committee immediately or within 7 Days.

14. The Publication of Anti-Corruption Policy

For employees, subsidiary company, associated company, other company that has the control power and representatives to be informed and aware of the Anti-Corruption policy, there is procedure as follows;

14.1. The Company will put on announcement of the anti-corruption policy for broad acknowledgement.

14.2. The Company shall announce to all employees, subsidiary company, associated company, other company that has the control power and representatives about Anti-Corruption policy and practices by Email to all departments.

14.3. The Company shall trains Anti-Corruption policy and practices to its new and potential employees, others who interested, subsidiary company, associated company, other company that has the control power and representatives. By communicate through the following channels
1. Website: http://www.aienergy.co.th
2. Publish the Anti-Corruption Policy in Form 56-1 and the Annual Report.
The Company recognizes the significance of establishing the Anti-Corruption policy and practices, which may improve the Company’s operation effectiveness and also may build trust among stakeholders in terms of a company with good corporate governance practices. Thus, the Company believes that the policy against the corruption is the vital parts of its stability growth.


Announcement on September 19, 2017
AI Energy Public Company Limited
(Pimwan Thareratanavibool)
Managing Director