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Bangchak Corporation Public Company Limited
(Head Office) 2098 M Tower Building, 8th Floor, Sukhumvit Road, Phra Khanong Tai, Phra Khanong, Bangkok 10260 Thailand +66 2335 8888 Get Direction

Code of Conduct for Business

Bangchak intends to conduct business with good corporate governance, firm commitment to laws, morality, and ethics, administration transparency, and responsibility to stakeholders.

Guidelines

1. Respect for the law and human rights principles

In all its operations worldwide, Bangchak values and is committed to compliance with the law. Employees strictly honor laws, customs, traditions, and culture of each locality. In addition, they honor human rights principles under international laws and standards.

Conduct business with a commitment to opposing corruption of all forms. Institute a risk management process and scrutiny to prevent and suppress corruption and malfeasance. Support the establishment of a company culture where people are firmly committed to integrity and ethics.

Morality and ethics are important elements of good corporate governance principles. It is the work ethics at every level of the organization including directors, executives and all employees. The Board recognizes that an organization that does not uphold morality and ethical practices cannot form a sustainable business.

In conducting its business, Bangchak shows due regard for duties and responsibility in line with society, the environment, and the good of all. It is committed to treating all stakeholders—shareholders, employees, customers, business partners, competitors, the public sector, and neighbors around the refinery—in line with their respective needs.

Bangchak is committed to upgrading its standards for management excellence under the Thailand Quality Award criteria by promoting, for optimal outcomes, its business and employees’ best performance with propriety and transparency. Also, it constantly drives curiosity and innovation.

Management, financial records and financial reports are properly handled to comply with laws and regulations and meet international standards. Accurate, clear and timely information is disclosed so as to ensure confidence of investors, shareholders and related lenders.

Employee Code of Conduct

Employees must perform their duties with responsibility and integrity, while safeguarding Bangchak’s interests for the benefit of efficiency and pursuit of excellence under good corporate governance.

Guidelines

1. Conduct and behavior among employees
  1. Carry out all duties with integrity, attentiveness, and seriousness to foster quality, efficiency, and development of the Company toward excellence
  2. Strictly comply with relevant laws, rules, regulations, goals, and plans under the approved budget.
  3. Refrain from engaging in any business or investment that could potentially compete so with the Company, whether for personal or for others’ gains. An exception applies if superiors and IA have been notified, and if such engagement is approved, beforehand.
  1. Respect others’ rights and refrain from slandering others.
  2. Refrain from giving gifts to superiors or accepting gifts from subordinates
  3. Superiors should be respectable to employees while employees should refrain from showing disrespect to superiors
  4. Jointly forge and maintain unity among the workforce.
  1. The President and Chief Executive Officer’s service as director of other companies or any other position in a business organization must have a prior approval of the Board. Similarly, other executives from vice president upward must have a prior approval of the President and Chief Executive Officer. An exception to this is directorship in a joint-venture company, which must have a prior approval of the Board.
  2. Executives wishing to engage in the trading of Company securities must notify Internal Audit at least one day in advance for the quarterly reporting to the Audit Committee’s meeting.
  3. Report on one’s own portfolio of securities, as well as those of their spouses, cohabitation partners, and minor children under legal age, including legal entities where they have more than 30% shareholding of the number of all voting rights of the juristic person, at the Corporate Governance Policy, Bangchak Corporation Public Company Limited 15 Board of Directors’ meeting on a monthly basis. The Company must be informed without delay in the following cases:
    • Directors or related person with vested interests in Bangchak’s or its affiliates’ management
    • Hold shares or debentures in the Company or subsidiary companies.
  4. Refrain from securities trading at least one month before the announcement of the Company’s financial statements and at least three days after such announcement.

Refrain from requesting, accepting or agreeing to accept, undue extra benefits or improper payment with customers, business partners, contractors, agents, and sellers of products and services to the Company, or from any parties engaging in businesses with it.

  1. Employees must not accept or sponsor entertainment and other expenses beyond necessary extents, or those unsuitable for public officials or those engaging in business with Bangchak.
  2. Employees must never accept gifts or other tokens of any value. If such gifts or tokens have been given and cannot be returned, they must be surrendered to the Office Efficiency Development Section of Bangchak for charitable purposes or for public service (under the No-Gift Policy guidelines).

Accounting entries and preparation of financial reports and financial statements must reflect actual transactions under generally accepted accounting principles. Disclosure of information must be accurate, clear, and updated so that relevant parties may examine it.

Refrain from any act that could potentially harm the Company’s reputation or pose problems for it, and uphold their own dignity in society.

Make the best use of Company properties, jointly care for them against defects and losses, and refrain from using them for other businesses. Such properties consist of tangible and intangible ones, including personal properties, real-estate, technology, technical knowledge, rights, patents, copyrights, and confidential information not made public, namely business plans, financial projections, and human resource information as well as respect others’ property.

“Properties” means tangible/intangible properties such as movable/real properties, technology, academic knowledge, document of right, intellectual property, including confidential information such as business plan, financial forecast, and human resource data.

  1. Employees must maintain and safeguard Bangchak’s intellectual property rights, while respecting and maintaining others’ intellectual property rights
  2. Employees must not replicate, modify, or exploit intellectual properties and confidential information of Bangchak, its business partners, and stakeholders by any means for personal or others’ gains without prior permission.
  3. Employees must report to superiors whenever they encounter violations of intellectual property rights, actions potentially leading to such violations, or actions potentially leading to disputes about Bangchak’s or others’ intellectual property rights.
  1. Employees must strictly comply with applicable laws governing and guidelines for Bangchak’s IT applications
  2. Employees must include IT as part of the strategies and operation to improve their businesses and enhance business opportunities with prudence and care.
  1. Maintain and ensure that information recipients maintain confidentiality and market-sensitive information through suitable access methods and keep it from other employees or unrelated parties.
  2. Employees must not use inside information and information regarded as Bangchak’s or affiliates’ confidential information for the purchase of its shares, including plans, revenue, resolutions, business forecasts, experiment outcomes, and bidding. They must not seek personal or others’ gains or other undue benefits.

Refrain from any act posing conflicts of interest with the Company, that is, any act potentially depriving the Company of its fair interests, or from sharing benefits with the Company.

  1. Competition with the Company
    Refrain from engaging in any business or investment that could potentially compete with the Company.
  2. Personal gains from private business dealing with the Company
    Disclose businesses or enterprises, whether these are owned privately, by the family, relatives, or by those under their parental care, that could lead to conflicts of interest, including
    • Joint investment or benefit-sharing with the Company’s business partners.
    • Holding any position or advisory position in the Company’s business partners or customers. Corporate Governance Policy, Bangchak Corporation Public Company Limited 17
    • Directly or indirectly engaging in trading of goods or services through the Company or its affiliates.
  3. Refrain from holding shares in the Company’s business competitors if such behavior affects their duties, causing them to act or refrain from acting to accomplish their duties. If they have obtained such shares before becoming employees or before the Company enters such business, or if they inherit such shares as part of a will, they must report them to their supervisors.

Make known or complain about signs of violations of the law or the code of conduct, or about behavior implying frauds or malfeasance by people in the Company – employees and stakeholders, including inaccurate financial reporting or defects in the internal control system.

Procurement Code of Conduct

For hiring and procurement practices to proceed appropriately and efficiently while constantly preserving Bangchak’s sound reputation, the Company has defined rules for the code of conduct for hiring and procurement as practical guidelines across the Company.

Guidelines

1. Acceptance of gifts, tokens, entertainment, and preferential treatment
  1. Acceptance of gifts or tokens
    Employees must never accept gifts or other tokens of any value. If such items have been given and cannot be returned, they must be surrendered to the Office Efficiency Development Section of Bangchak for charitable purposes or for public service (under the No-Gift Policy guidelines).
  2. Acceptance of entertainment
    Acceptance of entertainment must take into account suitability and, unless necessary, should be avoided. Otherwise, the expenses should be split. Acceptance of entertainment paid for by business partners is a violation of the code of conduct.
  3. Preferential treatment
    Employees must avoid getting excessively friendly with one particular supplier or vendor that others could mistake for bias and therefore avoid bidding against those preferred. In addition, the know of the improper behavior; can harm the Company’s reputation.
  1. Procurement should not be based on the specifications of any particular product or deliberately biased toward such products unless adequately justified and necessary.
  2. Invitations to bid should be properly planned by choosing good prospective suppliers or vendors. Inviting others less qualified, simply to fulfill the number requirement and without regard for their ability to comply with the obligations, deprives the Company’s procurement of quality and fairness to both the Company and other good suppliers or vendors.
  3. All suppliers or vendors must receive the same written details, information, and conditions in writing. If verbal description is given, it must be confirmed in writing.
  4. If a decision is made not to buy or hire after a bid has taken place, suppliers or vendors should be informed. And if another bidding round takes place, all former bidders must receive equal opportunities.
  1. The relationship between buyers and sellers should bolster mutual confidence through goodwill and justice, with continuous treatment toward each other.
  2. Company-defined rules and procedures must be immediately given to suppliers and vendors once they apply to do business with the Company, and proper notification must be made with each change.
  3. Inspection of materials and work, together with disbursement of funds, should be made promptly, cautiously, and in a fair manner to suppliers and vendors. Deliberate delays to these steps are regarded as violations of the code of conduct.
  4. Improper assistance to suppliers and vendors to help them avoid paying due taxes must be avoided.
  1. Locally available products must receive first priority. In addition to supporting domestic industries, buying such products is less costly.
  2. Unless absolutely necessary, the Company shall buy products available from the Company and its affiliates and available in the market, except when those items are unavailable at the spot to be supplied or when essential characteristics give other products a greater value.