Corporate Risk Management

The Company has established the dishonesty risk assessment in every unit of the Company and its subsidiaries. All the working units have to identify and rank the risks on corruption in their units by likelihood and effect and also figure out a risk reduction, prevention and countermeasures for possible corrupt actions, whereby the assessors shall assess risks with regard to type of business activity, operation procedures, industry conditions, business logic, related anti-corruption policies, as well as the available policy manual that specifically gives directions for each act of corruption, such as accepting-giving gift and hospitality, provision of financial support or political contribution that all executives, supervisors and employees of the Company and those of its subsidiaries are required to strictly follow as informed and trained.

The Company’s risk assessment comprises the following procedures.

  1. Risk identification, chief of each working unit of the Company and those of its subsidiaries shall identify possible risks.

  2. Risk assessment, after the risks are identified, their impact on goal achievement as well as the likelihood and possible degree of impact will be assessed.

  3. Risk management, strategies or activities shall be designed to keep risks at the Company’s acceptable level. The Company shall have to consider whether existing risk management plans are adequate for risk reduction and impact mitigation.

  4. Controlling activities, that is, the Company’s policies or operation procedures namely approval, review, account reconciliation and division of work shall be applied to ensure appropriate and timely risk management.

  5. Risk Monitoring and reporting, this is to monitor and improve the activities for assessment of all kinds of risks on a continual basis. Information on risk regarding dishonesty and corruption will be compiled and reported to the Risk Management Committee. The Committee assesses and analyzes risk, prioritizes risks, prescribes guidelines and strategy for managing risk regarding dishonesty and corruption in order to control the risk to be at acceptable level with optimal cost, then reports results of the anti-corruption risk assessment to the Audit Committee and the Board of Directors for consideration and granting approval.

  6. Communication, by arranging for communication on risk management according to the approval of the Audit Committee and the Board of Directors to concerned parties in order to prepare manuals and practical principles to be communicated to every member of the unit for acknowledgement and compliance.

  7. Following up results, according to opinions of the Audit Committee and the Board of Directors including the compliance with the practical manuals at least once a year.

  8. Reporting, by the Audit Committee on compliance with practical manuals to the Board of Directors annually.

Implementation

The Company’s President is a role model leader of the organization who implements anti-corruption policies seriously, namely,

  • Presenting commitment in fighting against dishonest acts through the message from the President regarding counter-corruption measures in order to notify all stakeholders,
  • Adopting the intention to fight against corruption with Thailand’s Private Sector’s Collective Action Coalition Against Corruption (CAC),
  • Being appointed as member of the Anti-Corruption Cooperation Subcommittee to consider Ministry of Finance’s guidelines for cooperation to prevent malpractices and increase transparency in procurement,
  • The President’s signing to be a member of the PACT Network,
  • Executives’ cooperation in providing answers to the opinion survey of private companies relating to corruption problems of the IOD,
  • The President provided support to the knowledge test activity relating to counter-corruption measures via the Company’s online system and presented rewards to employees with highest score.

Not only the Company's employees who acknowledge practices regarding anti-corruption, the Company has also provided communication to applicants who are interested in joining the Company via the job application form and through interviews with candidates regarding their attitudes on anti-corruption.

In addition, the Company has also established procedures to record and collect statistical data on the number of whistleblowing, types of clues, the number of clues that have been investigated, the summary results of the investigation of each complaint including the report on annual statistical whistleblowing or complaints to be submitted to the Audit Committee and the Board of Directors in writing. This is for the purpose of monitoring progress and improving the Company’s operations to prevent the acts of corruption in all forms.

From the corruption risk assessment processes, the results were contributed to an anti-corruption policy and established operation guidelines to prevent corruption regardless of bribes, gifts, rewards, conflict of interest, etc. To ensure the policy compliance, responsible persons have been assigned to monitor risk-prone operation under the supervision of the management. The management has intention to encourage the Company’s and subsidiaries’ employees and contractors not to involve in corruption. Such intention was stressed to all business and trading partners at the annual thank you party organized for the contractors. If contractors have any comment to express, or if any unfair treatment was found, they can directly make report or comment to the Company’s senior executives or send via email at anti-corruption@supalai.com.

In 2018, the policies, operation guidelines, punishment, monitoring and review measures relating to countering dishonesty and corruption were included in the Company’s Code of Conduct to be strictly complied with by directors, executives and employees of the Company. All employees are also required to sign to acknowledge the Company’s policy every year.

Monitoring and Evaluation Guidelines According to Anti-Corruption Measures

The Board of Directors and the Audit Committee are responsible to ensure that there be internal control system and to provide opinions on the sufficiency of such system by having carried out the assessment of topics according to the “Form for Assessment of Sufficiency of Internal Control System” of the Securities and Exchange Commission, Thailand and the Stock Exchange of Thailand implemented. Therefore, the assessment has been done within the scope of internal control of COSO (The Committee of Sponsoring Organization of the Tread way Commission). The COSO internal control scope comprises 5 chapters, namely, 1)Control Environment 2)Risk Assessment 3)Operation Control 4)Information System and Communication of Information and 5)Monitoring System. From the review of the internal control system, no weak point or defect has been found in important matter, whereby there has been approval and sufficient review in each step of the process, for instance, for the receiving-paying process, the power has been authorized to grant approval in hierarchical manner, which has been approved by the management. Accordingly, it can be confident that the internal control system is effective. Also, there has been division of duties and responsibilities in order to have a check and balance for all items incurred, etc.

The Company has assigned the Internal Audit Unit to monitor and assess the implementation of measures against dishonest acts, and has improved the operation process to be in line with relevant policies. Such monitoring and assessing guidelines of the implementation of anti-corruption measures are as follows:

  1. Adoption of Policies, The Company has adopted anti-corruption policies in writing and required that directors, executives, supervisors and employees of the Company and its subsidiaries strictly comply with such policies.

  2. Monitoring and Assessment, the Internal Audit Unit has monitored and assessed the compliance with anti-corruption measures by reviewing each step of working process which might contain the loopholes where dishonest act could be incurred in order to find ways and means for prevention which would also be set out as guidelines for practices.

  3. Improvement of Operation Process, the process review results shall be used for improvement of operation guidelines, while the opinions of the Audit Committee and the Board of Directors obtained from the review of completeness and sufficiency of operation processes, the consideration results of investigation of complaints, results of risk assessment regarding dishonesty as well as opinions of employees expressed through emails as set out would also be used for improvement of the process, the guidelines for practices and relevant policies in order to reduce risk from dishonest acts.

  4. Monitoring of Operation Process Improvement, there shall be monitoring of operation process improvement to ensure the implementation of proposed recommendations for improvement of the process, operation guidelines and policies in a truly and timely manner.

  5. Report on Results, the Internal Audit Unit would report on results of the monitoring and assessment of the implementation of counter-corruption measures as well as the items to be improved and results of improvement to the Audit Committee on an annual basis in order to be reviewed of completeness, suitability and sufficiency of the process, operation guidelines and policies relating to counter-corruption measures. The Audit Committee shall then report such review results to the Board of Directors. Should there be any recommendations from the Audit Committee and the Board of Directors, the Company will apply them to improve the process, the operation guidelines and relevant policies in order to increase internal control efficiency.

Anti-Corruption Activities

The Company has taken actions to prevent participation in dishonest acts and corruption as follows:

  1. The Company has set out policies relating to countering dishonesty and corruption to be complied with by the directors, executives, supervisors and all employees of the Company as well as employees in the subsidiaries, or other companies under its control. Such policies are also included in the ethics to be strictly complied with by directors, executives and employees of the Company.

  2. The Audit Committee has the duty to oversee and review the implementation of counter-corruption measures under the control, prevention and monitoring of risk from dishonest acts of the management which has set out clear policies and operation guidelines. The Audit Committee shall then report the results to the Board of Directors.

  3. The Company has arranged for efficient internal control system that covers financial and accounting matters, as well as the assessment of sufficiency of internal control system to be presented to the Audit Committee on a yearly basis including the storage procedures of documents and various records according to the prescribed accounting principles.

  4. The management has provided support with knowledge in complying with the count-dishonesty measures as well as having expressed its determination and commitment to prevent dishonest acts to all employees of both the Company and those of its subsidiaries, and other companies under its control and all groups of stakeholders.

  5. The Company has arranged for channels to report on clues or complaints when seeing any dishonest acts, and provided protection measures for persons who report or persons who provide the information. The Company also welcomes suggestions, opinions and inquiries regarding the compliance with measures against dishonest acts via email at anti-corruption@supalai.com and opinion boxes installed at fire exit stairs of each floor.

  6. The Company has assessed the risks regarding dishonesty and corruption in every unit of the Company and its subsidiaries.

  7. The Company has appointed the working group to develop the counter-corruption system by involving the employees to jointly press forward, promote and develop the implementation of the counter dishonest acts inside the organization.

  8. The Company has organized campaigns to counter dishonesty and corruption, such as publicizing the policies relating to counter dishonesty and corruption among all groups of stakeholders via the Company‘s website (www.supalai.com), and disseminated among all employees through emails and intranet including organizing orientation for new employees in order to have knowledge on policies and practices against dishonest acts. The public relations is organized to provide knowledge relating to measures against dishonesty and corruption as well as providing public relations leaflets and brochures in every project of the Company; and organized activities such as contests to win prizes through questions-and-answers and test of knowledge on countering dishonest acts.

Channels for Clue Reporting on Corruption

The Board of Directors has provided channels for the employees and all groups of stakeholders to report on clues or complaints on illegal or dishonest acts or acts against ethics or circumstances indicating dishonesty or improper acts of persons in the organizations or any right violations by the employees and all groups of stakeholders who can report on clues or complaints via channels as follows:

  • email at anti-corruption@supalai.com, which shall be directly reported to independent directors
  • opinion boxes installed at fire exit stairs of each floor
  • hotline number at 1720

Procedures for Dealing with Complaints on Dishonest Acts

The Company has established procedures for handling with complaints on dishonest acts as follows:

  1. Receiving complaints, when the clue or dishonest act is reported, the coordinator would register the receipt of such matter.

  2. Investigation, the investigation committee shall be appointed to carry out the investigation and further submit the results to the Audit Committee.

  3. Report on result, the Internal Audit Unit shall summarize details of the complaints, the investigation and the consideration results to be submitted to the Audit Committee. The Audit Committee shall then make conclusion of the consideration and provide recommendations to be further submitted to the Board of Directors of the Company.

  4. Notification to the clue reporting persons or the complainants, the result of the consideration shall be notified to the clue reporting persons or the complainants, or they shall be notified after the investigation results have already been reported to the Board of Directors of the Company.

  5. Monitoring and reporting of results, in case the Audit Committee or the Board of Directors has provided recommendations or opinions on the improvement of the operation practices to prevent dishonest act, the Internal Audit Unit has the duty to monitor and report the results of improvement to the Audit Committee and the Board of Directors.

Protection Measures for Clue Reporting Persons or Complainants

The Company has adopted the policy to protect clue reporting persons or the complainants regarding dishonest acts as follows:

  1. The Company shall keep confidential the information and the persons reporting on clues, or complainants as well as the persons subject to the complaints.

  2. The Company shall disclose the information as may be deemed appropriate by taking into consideration the safety and damage of the persons who report the information or relating persons.

  3. The injured parties shall be remedied according to suitable and fair process.

  4. In case the whistleblowers or complainants or persons cooperating in the fact-finding investigation may be unsafe or suffer damage, such persons can request the Company to provide suitable protection measures, or the Company may provide such measures without being requested by such complainants or cooperating persons in the fact-finding investigation if finding that they may face with trouble, damage or unsafe situation.

  5. The Company shall not do any unfair act towards the persons reporting clues or the complainants, either by changing the position, nature of work, place of work, or suspension of work, threatening, causing disruption of work, termination of employment, or doing any act that is unfair to the persons reporting clues, or complainants or persons cooperating in the fact-finding investigation.

  6. In practice, the Company shall not degrade the position, impose penalty or impose negative effects on employees who refuse the act of corruption.

Provision of Knowledge on Measures to Counter Dishonest Acts to all Directors, Executives, Supervisors and Employees

The Company has organized orientation course for every new employee to be well-equipped with knowledge on measures to counter dishonest acts. Also, public relations news has been posted on the PR sign boards or through the pop-up message on computer screens when the employees start up their computers and emails to all employees of the Company and those of the subsidiaries on a quarterly basis. In addition, the activities to create counter-corruption culture in the organization have been organized, such as the yearly test on knowledge regarding measures to counter dishonest acts, the knowledge board, the question-answer contest for rewards, which are welcomed by the employees. Additionally, the President also reiterated in the New Year celebration event that all employees recognize the benefits of combating corruption.

n providing such knowledge to directors and top executives, the information on policies against dishonest acts, guidelines, results of implementation of policies, manual for the implementation of policies and benefits from such policies have been proposed through the Management Committee, the Executive Committee and the Board of Directors.

Communication with Stakeholders on Measures against Dishonest Acts

The Company has publicized anti-corruption measures to all employees through public relations sign boards, emails and intranet of the Company as well as publicizing to all groups of stakeholders, namely, shareholders, suppliers, competitors, customers, contractors and shops through the Company’s website (www.supalai.com) which is considered a compliance with the policy regarding practices towards customers and suppliers relating to the Company’s treatment towards customers and suppliers without demanding dishonest benefits. Additionally, there has been risk management regarding malpractices, whereby the executive of each department has issued letters to sub-contractors, suppliers to establish channels for whistleblowers via the Company’s email, anti-corruption@supalai.com. This has been done to send the message to stakeholders to acknowledge policies and guidelines to prevent malpractices in the Company, to acknowledge the channels for whistleblowers and to establish participation of stakeholders in order to achieve the commitment to prevent malpractices and the objective of the Company as has been set out.

Not only the Company's employees who acknowledge practices regarding anti-corruption, the Company has also provided communication to applicants who are interested in joining the Company via the job application form and through interviews with candidates regarding their attitudes on anti-corruption.