Supalai Public Company Limited has regulated a policy on reporting on clues of violation or filing complaints about unethical or illegal conducts and any misbehavior which implies dishonest act or improper act of any person in the Company. Those reported clues can be derived from employees or any segments of stakeholders. In addition, the Company has implemented protective mechanisms for the whistleblowers while placing high value on keeping reported clues and complaints confidential in order to ensure confidence among the whistleblowers and complainants in accordance with the resolution of the Board of Directors’ meeting No. 10/2015 on 13 October 2015. The policy details are as follows :

2.

Objectives

1.1

To encourage executives and employees to carry out business in a correct, transparent, fair and auditable manner in compliance with the principles of good corporate governance and code of conduct of the Company. All whistleblowers and complainants are expected to report any misconduct or behavior which is suspected to be against the mentioned practices in an honest manner. The reported misconduct will be taken into consideration in order to be adjusted, improved and developed to be decent, appropriate, transparent and equitable in accordance with the Securities and Exchange Act which also provides protection to those honest report to the regulatory agency, similar to the principles adopted by the Company.

1.2

To ensure that the supervisors and Human Resources Department of the Company have provided employees with attention and recommendations while monitoring and ensuring that their conduct, behaviors and performances are of decent qualities. This policy also includes protecting the whistleblowers and complainants provided that they act in good faith.

2.

Scope of report on clues of violation or filing complaints

2.1

In case of doubt, or the practices in violation of good corporate governance on the followings are found :

  • Violation against the principles and practical guidelines of the policy on good corporate governance.

  • Violation against the rules, regulations of the Company.

  • Unfair treatment in working.

  • Dishonest act.

2.2

Doubtful act that caused damage to the organization

3.

Channels for reporting on clues of violation or filing complaints

3.1

Email : anti-corruption@supalai.com, which will be directly reported to independent directors.

3.2

Suggestion Boxes set up at fire exit stairs of every floor.

4.

Conditions and consideration of clues of violation or complaints

4.1

The details of the clues of violation or complaints must be true, clear or sufficient to lead to the fact for further action.

4.2

The whistleblowers or complainants will have exclusive right not to disclose their names, addresses and telephone numbers if such disclosure is deemed to jeopardize their own safety or cause damage. In some cases, to disclose the whistleblowers’ information would be beneficial for reporting on progress, producing addition information, providing facts or mitigating the damage more conveniently and in a timely manner.

4.3

The information provided would be treated as confidential and the name of the whistleblowers or the complainant would not be disclosed to the public if not consented.

4.4

The rights of the whistleblowers or the complainants, whether being an employee or the third party, would be protected.

4.5

The duration for considering the complaint depends on the complexity of the matter, sufficiency of the evidence and documents received from the whistleblowers or complainants including the evidence, documents and explanation of the accused.

4.6

The person receiving the clues or complaints and the persons involved in the fact finding process must treat relevant information confidential. It would be disclosed under the principle of “need to know” only, by taking into consideration the safety and damage of the whistleblowers or the complainants or the persons cooperating in the fact finding process, sources of information or persons concerned.

5.

Group of concerned parties

5.1

The whistleblowers or complainant means the person who reports on information relating to improper behavior or suspicious circumstances in the Company or those belong to the Company regarding corruption.

5.2

The coordinator receiving the clues or complaints means the person who receives and compile the information, prepare the report, summarize the examination and the operation as well as follow up the progress. This person is the Secretary of the Company.

5.3

The person in charge of the clues or complaints means the direct supervisor of the person subject to the complaint or higher supervisors of the unit being subject to the complaint.

5.4

The person in charge of regulations means the Human Resources Department.

5.5

The Chairman of the Executive Board.

5.6

The Audit Committee.

6.

Operating procedures

6.1

Registration and submission of the matters

6.1.1

The coordinator receiving the clues or complaints shall register the complaints and set the date for notifying the whistleblowers or the complainant of the progress of the matter as follows :

  • In case of serious impact on the reputation of the Company, the matter would be pursued most urgently.

  • For other cases, the matter would be pursued on an expedited basis.

  • In case of general inquiry, such as the inquiry regarding the share prices or dividend payment, there will be no registration of the matter but the matter will be submitted to the unit directly responsible for such matter in order to provide response to the person making inquiry.

6.1.2

The coordinator receiving the clues or complaints shall record the information gathered from the whistleblowers or complainants as follows :

  • Name of the whistleblowers or complainant except in the case where no name is specified.

  • Date of complaint.

  • Name of persons or incidents of the complaints, other relevant information.

  • Type of clues.

6.1.3

Upon having registered the clues or complaints, the classification of confidentiality shall be determined according to the content of the matter (except in the case of general inquiry) and the following shall be done :

  • Submit the matter to the person in charge of the clues or complaints to carry out the investigation and issue the order according to the authorized power.

  • Submit the copy of the matter to the Human Resources Department for preliminary acknowledgment in order to prepare recommendations regarding regulations and others.

  • Submit the copy of the matter to the Chairman and the Deputy Chairman of the Executive Board, and the Audit Committee for acknowledgment.

6.2

Compilation of facts and issuance of orders

6.2.1

The person in charge of the clues or complaints shall carry out fact finding mission and provide recommendations to concerned parties to adjust to appropriate behavior and practice. Should there be disciplinary action, it shall be done by consulting with the Human Resources Department in order to be in line with disciplinary measures. If the person in charge of the clues or complaints does not have the power to impose disciplinary action, the recommendations shall be submitted to higher supervisors up to the persons having such power, as the case may be. The results of fact finding mission, implementation and order on disciplinary action, as the case may be, shall be submitted to the Chairman and the Deputy Chairman of the Executive Board through hierarchical supervisors for acknowledgment or consideration to issue orders.

6.2.2

In case of anonymous complainant and sufficient information could not be found, the person in charge of the clues or complaints shall submit reports on results of information examination and opinions related to the Chairman and the Deputy Chairman of the Executive Board through hierarchical supervisors requesting for further appropriate practical guidelines. If the Executive Chairman and the Deputy Chairman of the Executive Board are of the opinion that the complaint cannot be pursued, such matter would be closed and the person in charge of the clues or complaints shall send the copy of such matter to the coordinator receiving clues or complaints for acknowledgment.

6.2.3

Upon having examined the fact of the matter, if the person in charge of the clues or complaints finds that the accused has not committed any wrong doing or it has been the case of misunderstanding, or recommendations have been given to the accused or concerned parties to follow appropriate practical guidelines or behavior and it is deemed suitable to close the matter without imposing any disciplinary action, the person in charge of the clues or complaints shall submit such matter to higher supervisors requesting for approval to close the matter and send the copy to the coordinator receiving the clues or complaints for acknowledgment. Then the coordinator shall notify the whistleblowers or complainant and further report to the Chairman and Deputy Chairman of the Executive Board and the Audit Committee.

6.3

Investigation of the matter

6.3.1

In case the person in charge of the clues or complaints and the Human Resources Department are of the opinion that there must be disciplinary action, the Human Resources Department shall propose the matter to the Chairman and the Deputy Chairman of the Executive Board to further investigate the matter.

6.3.2

Upon having issued the order by the Chairman and the Deputy Chairman of the Executive Board, the person in charge of the clues or complaints shall be notified to follow further procedures.

6.4

Notification on summary result to the clues or complainants and improvement

6.4.1

The person in charge of the clues or complaints shall implement the order of the Chairman and the Deputy Chairman of the Executive Board by providing further recommendations on appropriate practice and behavior. In addition, the person in charge of the clues or complaints shall notify the coordinator receiving the clues or complaints about the implementation results.

6.4.2

The coordinator receiving the clues or complaints shall notify the whistleblowers or complainant of the implementation results, record the results of the complaints.

6.4.3

The coordinator receiving clues or complaints shall collect the information to prepare report to the Audit Committee on a quarterly basis with following details : Number of clues reported.

  • Number of clues reported.

  • Types of clues (only information that can be disclosed without violating the right of the whistleblowers).

  • Number of clues being reviewed and responded.

  • Statistics of suggestions or those come through hotline, monitoring results, etc.

6.4.4

The coordinator receiving clues or complaints shall follow up the results of the improvement (if any) and report to the Chairman and the Deputy Chairman of the Executive Board, the Audit Committee and the Board of Directors for acknowledgment respectively.

7.

Filing clues or complaints dishonestly or being reported through wrong channel.

If the report on any clue, complaint, statement or information from the Company’s employees is proven to be made dishonestly or being reported through wrong channel, the employee shall be subject to disciplinary action. If they are the third parties and such act would cause damage to the Company, the Company shall consider filing a lawsuit against such persons.

8.

Responsibilities of higher supervisors.

In case the person in charge of the clues or complaints ignores or refuses to comply with the above mentioned policies, higher supervisors shall also be subject to disciplinary action.

9.

Protective measures for the whistleblowers or complainants

9.1

The company shall keep the information of whistleblowers, complainants and the accused confidential.

9.2

The Company shall disclose the information according to the “need to know” principle by taking into consideration the safety and damage of the whistleblowers or concerned parties.

9.3

The damage of the involved party shall be mitigated by appropriate and justified process.

9.4

In case the whistleblowers or complainants or the persons providing cooperation in the fact finding mission finds that their safety is at risk or they might suffer from damage, they can request suitable protective measures from the Company or the Company may adopt protective measures without request from such parties if it is likely that the damage might be incurred or their safety would be at risk.

9.5

The Company shall not do any unfair act against the whistleblowers or the complainants neither changing their positions, characteristics of work, place of work, ordering a suspension of work, threatening, obstructing their operations, termination of employment nor doing any act in such an unfair manner against such persons or the persons providing cooperation in the fact finding operation.