1. Introduction

1.1    Whistle-blowing is an important component of the corporate governance system of a company.

1.2   The Company is committed to the principles of corporate governance. The Company has in place risk management systems, internal controls and operating procedures, including the Whistle-Blowing Policy, which are intended to detect, prevent and address wrongdoing and improper conduct. The Company upholds an open and transparent corporate culture that promotes accountability. The Company encourages the reporting of actual or suspected wrongdoing and improper conduct.

2. The Policy

2.1. The Company is committed to high standards of integrity, transparency and accountability, to safeguard shareholders' interests, and the Company's assets and reputation. The Whistle-Blowing Policy has been formulated in line with this commitment.

2.2. The Whistle-Blowing Policy serves to encourage, and provide a channel to, employees and any other persons who are not employees ("Reporting Persons") to report in good faith and confidence, concerns about possible improprieties in financial reporting or other matters, such as those described in Paragraph 3 below. The Whistle-Blowing Policy provides:
a) a set of procedures to enable the Reporting Persons to raise concerns in good faith, and receive feedback from the Company on actions, if any, taken in respect of such concerns; and
b) (where Reporting Persons are employees or any personnel who work for the Company) certain safeguards against harassment or victimization as set out in Paragraph 6 below.

2.3. The term “whistle-blowing” refers to disclosures made in good faith on any real or perceived misconduct within the Company. Such reporting should not be made falsely, recklessly, maliciously, and/or for personal gain. Whistle-blowing does not include the following types of disclosures:
a) operational matters which should be dealt with at the Business Unit level; or
b) human resource or other issues for which there are in place resolution procedures set up by the Company.

3. Scope

The misconduct that Reporting Persons may report under the Whistle-Blowing Policy would include the following matters, actual or suspected:
a) financial or professional misconduct;
b) improper conduct, dishonest, fraudulent, or unethical behaviour;
c) any irregularity or non-compliance with laws/regulations or the Company’s policies and procedures, and/or internal controls;
d) violence at the workplace, or any conduct that may threaten health and safety;
e) corruption or bribery;
f) conflicts of interest; and
g) any other improprieties or matters that may adversely affect shareholders’ interests in, and assets of, the Company, and its reputation.

4. Good Faith Reporting/ Disclosures

Any Reporting Person who has a reasonable belief that there is misconduct, actual or suspected, in respect of any of the matters set out in Paragraph 3 above, should inform the Company by completing and submitting the report in the form set out in Attachment A to:

Mailing address: The Audit and Risk Management Committee
One Bangkok Co., Ltd. 57, Park Venture Ecoplex, 19th Floor, Room No.1901-1912, Witthayu Rd., Lumpini, Pathumwan, Bangkok 10330

Or
Telephone no.: +662 081 3767

Or
Email: [email protected]

The report submitted by way of any of the above modes of communication will be received by the Head of Internal Audit of the Company (hereinafter, the “Receiving Officer”).

5. Confidentiality

5.1. Subject to Paragraph 5.2 below, the Company will protect the identity of the Reporting Person who made the report in good faith. Such information and the contents of the report will be held, to the extent legally permissible and reasonably practicable, in the strictest confidence by the Company. The Reporting Person who made the report should similarly hold the contents of his/her report and any communications with the Company thereon in the strictest confidence.

5.2. It must be appreciated that the investigation process, including any report that may have to be made to the police, may reveal the source of information, and a statement by the Reporting Person may be required as part of the evidence.

6. Safeguards

6.1. The Company will keep information and the identity of the Reporting Persons confidential and disclose information as necessary, taking into account the safety of, or threat to, the Reporting Persons.

6.2. Any persons suffering harm will be treated with right and fair procedures.

6.3. The Company recognizes that the decision by the employee or any personnel who works for the Company to report any one or more of the matters set out in Paragraph 3 above, may be a difficult one to make, including concerns of reprisals by those responsible for such matters.

6.4. The Company will not tolerate harassment or victimization of any employee or any personnel who works for the Company, and will ensure, to the extent possible, that such employee or any personnel who makes a disclosure in good faith:
a) will not be penalised or suffer any adverse treatment for doing so; and
b) will not be personally disadvantaged by having made the report.

6.5. However, any Reporting Person who makes a report recklessly, without having reasonablegrounds for believing it to be substantially true, or makes it for purposes of personal gain, or maliciously, may be subject to appropriate action by the Company.

6.6. The Company wishes to maintain an open and transparent culture and to this end, disclosures made in good faith and for the benefit of the Company will be considered seriously. To facilitate an effective investigation, a Reporting Person must be prepared to assume responsibility for his actions.

7. Communications and Actions

7.1. A Reporting Person is encouraged to provide his or her name, contact details and relationship or interest, if any, in connection with the concerns raised. The Company may need to contact the Reporting Person for further details in connection with the investigation or other appropriate action. However, in cases of anonymous reports where information provided is deemed sufficient to warrant an investigation, the Company may decide to proceed with an investigation.

7.2. Concerns are better raised in writing, in the form set out in Attachment A. The information provided should be factual and precise and, to the extent possible, provide an appropriate and meaningful level of detail.

7.3. If it is not convenient to place the concern in writing, a Reporting Person may leave a telephone message at the telephone number as set out in Paragraph 4 above.

7.4. The chart in Attachment B shows the channel of communication and the procedure to be followed by the Company, following the receipt of a report.

7.5. Where a report concerning one or more of the matters set out in Paragraph 3 is received through channels other than as set out in Paragraph 4, it will be forwarded to the Receiving Officer who will handle it in accordance with the Whistle-Blowing Policy.

7.6. The actions that may be taken by the Company in connection with the report will depend on the nature of the disclosure made by the Reporting Person and the Company’s legal obligations. The concern raised may be:
a) investigated internally;
b) referred to the police or other appropriate authority;
c) referred to internal or external auditors and/or
d) referred to an external firm to be appointed by the Company to conduct the investigation.

7.7.  As soon as reasonably practicable and to the extent legally permissible, the Company will write to the Reporting Person who has reported the matter in good faith:
a) acknowledging that the report has been received;
b) requesting for further information from the Reporting Person; and/or
c) advising on the status or outcome of any investigation.