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Corporate Governance Policy according to CG Principles

The Board of Directors of Group Lease Pcl. realizes the importance of good corporate governance which will add more value to the Company and also contribute long term benefits to its stakeholders such as shareholders, employees, suppliers, customers as well as the society as a whole. Therefore, the Board has resolved the following Corporate Governance Policy to serve as its operation guideline for the Board of Directors, management and all the employees :

  1. Emphasize on the responsibility to the society as a whole by encouraging the Directors, management and all the employees to carry out their duties and activities in compliance to the rules, laws, regulations as well as following the code of ethics in doing business.
  2. Emphasize on transparency in doing business by disclosing information in compliance to the related laws, rules and regulations.
  3. Initiate internal control system with the collaboration from the Board of Directors, Audit Committee and management so that the business operation is done in compliance to the good corporate governance principles.  The guideline and efficiency of the auditing and internal control systems shall be regularly evaluated and reviewed.
  4. Carefully control the business activities which may lead to conflict of interest among different departments so that it becomes transparent and fair without any bias.
  5. Respect the rights of stakeholders.  Treat all concerns with honesty and justice by supporting various activities to build good relationships among the stakeholders and sustain the stability growth of the Company’s business.
  6. Respect the legal right of the shareholders by giving them equitable treatment in shareholder’s meeting and also provide them with equitable and sufficient information.  
  7. Maintain the operation guidelines to be in compliance with the management policy including the business philosophy according to the Company’s objective in order to protect the utmost interest of the shareholders.
Treatment of Stakeholders
  1. Treatment and Responsibility towards Shareholders
    Carry out duties honestly and any decision making is done base on sincerity and fairness towards shareholders both major and minor shareholders and for the best interest of all concern as a whole
    • Manage the Company’s business to the best prosperity, stability and contribute suitable return to the shareholders.
    • Carry out duties to the best capacity and due care with full knowledge, experience and expertise
    • Report on the Company’s factual financial status equally, regularly and completely to the shareholders
    • Shall not disclose the Company’s confidential information to others improperly
    • Shall not do any action that might lead to conflict of interest with the Company
  2. Treatment and Responsibility towards Employees
    • Provide suitable remunerations to each employee in relation to their knowledge, ability, responsibility and work performance
    • The appointment and transfer as well as rewarding and penalties of the employees shall be done fairly, sincerely and equally in relation to the knowledge, capability, suitability and the performance of such employee
    • Treat employees with mercy and justice.  Take care of the employees by giving importance on developing and training of knowledge and skill to the employees regularly by providing such opportunity to all employees
    • Strictly comply with the laws and other rules in relation to the employees.
    • Take care of the work environment so that it is always safe for lives and assets and hygienic for the employees 
    • Encourage the employees’ participation in determining the operation direction and problem solving of the Company
    • Listen to the opinion and suggestions of the employees in all levels equally and fairly
    • Treat employees on the basic of human dignity and respect their personal rights
  3. Treatment and Responsibility towards Customers
    • Comply to the agreed contract, agreement or other conditions signed with the customers.  In case of the inability to comply, notice or negotiation should be done in advance in order to find mutual solutions and to prevent further damage
    • Attempt to build satisfaction and confidence of best qualified services under safe and suitable technology and continuously raise the standard of services
    • Disclose information regarding the services provided completely, accurately and  timely without any distortion and also maintain sustainable relationship with the customers
    • Provide service channel to customers so that complaints can be handled fast and satisfactorily
    • Operate business with reasonable cost but can still maintain standard services
    • Give importance in keeping the customers’ information confidential and never use them for personal or related person’s interest
    • Shall not ask, receive or offer any illegal/improper benefits to customers
  4. Treatment and Responsibility towards Suppliers
    • Comply to contract, agreement or other condition signed with the supplier.  In case of inability to comply, discussion should be done immediately in advance in order to seek mutual solution and able to protect future damage
    • Treat different suppliers equally and fairly on the basic of mutual returns
    • Shall not ask, receive or offer any illegal / improper benefits to suppliers
  5. Treatment and Responsibility towards Creditors
    • Comply to contract, agreement or other conditions signed with the creditor.  In case of inability to comply, discussion should be done immediately in advance in order to seek mutual solution and able to protect future damage
    • Report  financial information correctly, completely and timely to the creditor regularly
    • Shall not ask, receive or offer any illegal/improper benefits to creditors
  6. Treatment and Responsibility towards business competitors
    • Act within good competitive framework
    • Shall not seek undisclosed business information of the competitor by illegal/improper method or inappropriately
    • Shall not destroy business competitor’s reputation by false statements without truth
  7. Treatment and Responsibility towards Society and Environment
    • Give importance to the activities in the community especially in development of society, community and environment.  Create and conserve natural resources including the support of public activities especially educational activities
    • Continuously encourage awareness of social and environmental responsibilities in the Company and in all levels of employees
    • Coordinate and manage to have the related laws and regulations complied strictly
    • React immediately and efficiently to the incidents that have impact on the environment and community which arising from the Company’s operation by fully coordinate with the government officer or other related organization
    • Adhere to democratic and encourage employees to exercise their constitutional right to vote
Code of Ethics for Board of Directors

The Company expects for the Board of Directors to work under best code of ethics framework to contribute to the utmost interest of the Company and all of its stakeholders within the following code of ethics framework:

  1. Carry out duties in compliance to the law, objectives, Articles of Association of the Company as well as the shareholders’ resolutions
  2. Manage operation with caution contributing to the interest of all stakeholders, both present and future, as well as maintaining the Company’s image
  3. Manage business operation with honesty without concentrating in politics or being under political influence and strictly being neutralized
  4. Have no conflict of interest in the business that competes with the Company’s business both directly or indirectly
  5. Manage business operation by avoiding personal conflict of interest with the Company’s interest so that it is done effectively and efficiently. Such interests including :
    • Not seeking unlawful benefit from duty both directly or indirectly
    • Shall not abuse the Company’s information and after resigning from the Company, never disclose secret information of the Company
    • Shall not become a director in the Company’s business competitor’s company
    • Having no benefits or any conflict of interest from the Company’s contract signing
    • Shall not accept assets or any other benefits which are contrary to the interest of the Company either for personal or family’s interest, e.g. never accept entertainment items, gifts, bus/air tickets or other tickets, leisure proposal, accommodations or other personal proposals
    • Carry out duties to the best capacity for the best interest of the Company which includes the duty in Board of Directors’ Meeting and other committees
    • The Company’s directors and its family members must not be a shareholder or receive benefits from the Company’s competitors or other businesses including other traders that may have conflict of interest with the Company.  However, in the case that the company, business or such person is listed on the Stock Exchange of Thailand, the shares purchased from the SET or investment on mutual fund is not considered having conflict of interest with the Company’s interest provided that it does not have any impact on their duties with the Company
    • Shall not do any action that involves in the management of other business which might undermining the Company’s benefits or support any individual person or juristic persons either for the benefit of oneself or others
    • Shall not utilize inside information for buying or selling of the Company’s shares for own benefit or share such inside information to others for buying or selling of the Company’s shares.
    • Shall not buy or sell Company’s shares at least 7 days prior to the disclosure of the Company’s financial statement or status of the Company including other material information.
    • Disclose the shareholding and any change in the shareholding of the Company’s shares to the Company according to the company’s set rules to prevent the buying and selling of the Company’s shares by using inside information
Code of Ethics for Employees
  1. Self Conduct
    • Seek more knowledge and experience in order to enhance oneself to be more knowledgeable which can develop oneself more effectively and efficiently
    • Adhere to morals and must not beg for position, compliment or any other wrongful benefits from the supervisor or other persons
    • Avoid all kinds of addictions and behave oneself in such a way that it might not lead to the deterioration of one’s own as well as the Company’s dignity and reputation. For example, do not get involve in too much debt, stay away from all kinds of gambling and never get involved in any type of drugs.
    • Shall not involve in the profession or action which might adversely impact one’s own duties or reputation and the Company’s reputation.
    • Avoid having financial problem with the Company’s suppliers or among other employees  including the lending and borrowing of money, asking for donation, discounting cheques, etc. except for charity and public activities
  2. Treatment towards the Company
    • Carry out duties with honesty, justice and prudently responsible with dedicating oneself both physically and mentally significantly for the best interest of the Company.
    • Carry out duties diligently and always seek ways to develop and improve works to maintain efficiency
    • Having discipline and always comply to the Company’s rules and regulations, Company’s value, culture which prescribed verbally or in writing
    • Maintain one’s own dignity to be acceptable by others and also not to do anything that might ruin the Company’s image and reputation
    • Utilize the Company’s resources to the best interest, conserve and take good care of them and never use them for personal interest
    • Employees are forbidden to participate in any act or to conceal the act which has conflict of interest with the Company or which might prevent them from carrying out duties with fairness or participate in the concealing of any illegal acts.
    • Shall not involve in any financial problem or incur any financial obligation with other persons who deal business with the Company
    • Carry out duties in accordance with the health, safety and work environment policies
    • Do not use one’s own authority or allow others to exploit the authority directly or indirectly to improperly seek for one’s own or other person’s interest
    • Possess consciousness, commitment and responsibilities towards the Company in carrying out duties in compliance with the Company’s set objectives under the health, safety and work environment policies by strictly complying to the related policy, rules, regulations and directions
  3. Treatment towards other employees
    • Encourage teamwork by offering coordination, assistance to each other for the overall interest of the Company
    • Treat co-workers with politeness, generosity, good human relationship.  Adapt oneself to be able to get along well with others and do not conceal information necessary in carrying out duties of the co-workers
    • Respect others by not stealthily claiming other’s performance as one’s own performance
    • The supervisor should be respectful and become good example for the subordinates
    • The subordinates should treat their supervisor with respect
    • The subordinates shall listen to the supervisor’s suggestions and always pay respects to them and be polite to other employees in higher position  
    • Avoid disclosing other employee’s story concerning both the work and personal issues or criticizing in such a way that it might destroy individual employee or ruin the Company’s image as a whole
    • Do not do anything immoral to other employees
    • Do not take any action that constitute sexual harassment against other employees as such action might lead to nuisance or undermine morale in the work environment, encouraging enemy or aggressiveness as well as interrupting the work of other employees unreasonably.  Such behavior includes indecent actions or sex harassment whether verbally or physically
  4. Conflict of Interest
    • Employee and family must not acquire any benefit or being the shareholder of the Company’s competitor’s company or businesses including suppliers that the Company is dealing business with.  However, if such shares are the shares of listed company, such shareholding or investment does not considered having any conflict with the Company as long as it does not have any impact on their duties.
    • Employee and family must not do any action which may hinder the Company’s interest whether arising from the persons having association with the Company’s business such as suppliers, customers, competitors or from the opportunity or information acquired from being the employee to seek personal benefit or from doing the business which competes with the Company’s business or from doing other duties other than the duties done with the Company which may impact the employee’s duty
  5. Confidentiality
    • Shall not disclose or find benefits from the confidential information which includes the keeping of Company’s secret by ensuring that the Company’s confidential information or document does not leak out to irrelevant persons which might cause damage to the Company
    • Do not use the Company’s information acquired on duty for one’s own or others’ interest improperly
    • Avoid making comments or opinion to outsiders or the media on the Company’s matters without having authority or duty to do so or any other matters that might have impact on the Company’s image and operation
  6. Financial Reporting and Internal Control System  
    • Financial report should be done with accuracy, completeness, timely and reliability according to the generally accepted accounting standard
    • Effective internal control system should be set up in order to ensure that the Company has complied to its standard rules and regulations and related laws
  7. Procurement 
    • Act properly without any bias in dealing business with the Company’s suppliers in order to protect against any blame of having special favor with a particular person which may lead to unfair procurement, auction, negotiation, etc. with the others
    • Provide correct straightforward facts to the suppliers so that it does not hasten them to make wrong decision or get correct but inadequate information
    • Do not accept any gifts, invitation to a feast or reception from the suppliers which especially arranged for a particular person or group including the invitation or any other activities financially supported by the suppliers so as to avoid any scandal and to protect against any probability to make compensation or give special favor in return for such gifts.
    • Shall not expect or ask for any compensated benefits either personal or in groups from the suppliers in whatever opportunity or situation and never receive any bribes in whatever forms
    • Only those suppliers who have the suitable qualifications and have the intention to accept the procurement job shall be invited to submit procurement proposals and those who do not have the qualification should not be invited just only to be used as bargaining tool with other suppliers.  If only the proposal is needed for cost projection or budgeting purposes, such purpose should be informed clearly in advance
    • Provide clear and correct bidding criteria and treat all suppliers /bidders equally.  Additional information, once asked and given to any one bidder, should be given to the others as well.  If a bidder asks for postponement of proposal submission date, the other bidders should be informed of the new proposal date immediately as well.
    • The bidding price as well as other technical information of each bidder should be kept confidential 
    • Procurement process should be done fairly and honestly without any improper influence
  8. Giving or receiving gifts, properties or any other benefits or entertainment
    • Employee and family must not request, receive or be allowed to receive money, things or any other benefits from the persons dealing business with the Company
    • Gift giving or receiving is allowed conventionally but such giving and receiving should not have any impact on any commercial decision making in relation to the Company’s business
    • Shall not accept the feast which consider to have too much value compare to the normal relationship from the persons who have the duty in dealing business with the Company
  9. Company’s stock trading and inside information usage  
    • Shall not use inside information for one’s own interest in trading Company’s shares or give inside information to other persons for trading of Company’s share.
    • Shall not buy or sell Company’s shares at least 7 days prior to the disclosure of the Company’s financial statement or financial status including other important information
    • Those employees who can access the Company’s important information must report their shareholding and the changing of shareholdings of the Company’s shares according to the Company’s set rule in order to protect against the abuse of inside information
  10. Information Technology Usage
    • Avoid using illegal or morality violated internet site or forward the information and message of such internet site to others
    • Avoid sending e-mail which interferes with the Company’s operation or creates nuisance or violates the Company’s rules, laws or moral
    • Those employees who have special right to access other’s e-mail content can do so only after the approval from the authorized person
    • Those employees who access others’ e-mail without approval from the authorized person shall be considered violating the Company’s rule
Monitoring
  1. It is the duty and responsibility of the directors and employees to acknowledge, understand and comply strictly to the Company’s Code of Ethics
  2. It is the duty and responsibility of the employees to evaluate themselves in term of business ethics set forth by the Company
  3. The channels of asking questions and reporting clues of violation of ethics or receiving complaints are as follows:
    • Through supervisor according to supervision line
    • Through Human Resources & Admin. Manager
    • Through Internal Audit Manager

Such reporting and complaints must be done in writing

Disciplinary

Business Code of Ethics of the Company is considered to be one of the Company’s disciplinary guidance in which all directors and employees have to comply strictly. Those employees who do not comply shall be put on disciplinary action according to the Policy and Rules of the Company Manual under Employees Disciplinary Action Section. 

This Business Code of Ethics is effective as of 26 October, 2007