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Message from the Chairman of the Board of Directors

This Code of Conduct for directors, executives and staff is designed to be a handbook for every director executive, and staff member to have a good understanding of and to observe and comply with the ethical standards which the Company applies in its business operation, as the Company believes that the code of conduct is a key tool to promote the transparency of the Company performance so that the Company can earn trust from its investors and stakeholders, and to enhance the better performance of directors, executives and staff.

Corporate Value and Culture

The Company has gained a large success from its strength, stability and perseverance over crises at various times so that it can expand and stabilize its capacity business and disseminate benefit and profit, like a large tree providing shade under its branches. The Company has played a role in Thai society for more than a century. Therefore, a logo of “THE BIG GREEN TREE” can reflect the success of the Company through the identity, symbol, and integral ideas of the executives and staff in operating the business.

The Company’s value is formed with (1) B – Beyond Satisfaction: The Company believes in the customers’ intellectual value and satisfaction, therefore the Company focuses on the quality and excellence at every unit of the Company so as to offer maximum satisfaction to our customers, including consumers, traders, staff and shareholders. (2) J - Joint Success: The Company believes in the value of success in the participation of every stakeholder, therefore the Company aims for the goal of success so as to create the mutual value and pride of the corporation and its personnel and (3) C - Caring for community: The Company believes in the value of responsibility towards society, therefore the Company highlights the operation of its business with morality, ethics and awareness of responsibility for natural resources, environment, and the promotion of quality of life both within and without the corporation so as to enhance the common interest of society.

The Company’s culture is formed with (1) Dynamism: The Company believes that confidence and devotion will contribute to the growth and strength of the Company, therefore the Company aims for the development, devotion, forward thinking, confidence, patience and fullness of energy. (2) Creativity: The Company believes that creativity always drives innovation, therefore the Company supports unconventional creativity, knowledge seeking, far vision, adaptability and positive thinking and (3) Friendliness: The Company believes that friendship can be grown by the heart and fed by a smile, therefore the Company highlights the pleasant working atmosphere, gentleness, sincerity, empathy and service-mind.

Scope

This Code of Conduct is effective for the directors, executives and staffs of the Company, the subsidiaries and associated companies, and other businesses in which the Company has control, as well as the Company’s overseas businesses. The term “staff” means permanent staff, temporary staff, staff under special agreements and contracted staff.

Rules


	1. Policy on conflict of interest
	2. Policy on maintenance and use of the Company property and information/confidentiality
	3. Policy on giving or accepting presents or entertainment
	4. Policy on trading of securities and using of internal information
	5. Policy on internal control and audit and on accounting and financial report
	6. Policy on accountability for shareholders
	7. Policy on staff treatment
	8. Policy on conduct of staff
	9. Policy on public and social responsibility

1. Policy on conflict of interest

1.1 Board of Directors

and Executives Pursuant to the requirement of the Stock Exchange of Thailand, the Company Board of Directors and Executives shall carefully, sincerely, reasonably and independently consider conflicts of interest on connected transactions between the Company and its subsidiaries or associated companies, under the framework of good ethics, by giving priority to the Company’s interests, in order to ensure that such transactions are reasonable and prioritizes the Company’s interest.

1.2 Audit Committee

The Audit Committee has a role in considering connected transaction or transactions having conflicts of interest under the law and the requirements of the Stock Exchange of Thailand in order to ensure that such transactions are reasonable and prioritizes the Company interest.

1.3 Staff

1.3.1 Staff shall avoid taking any action contravening the Company’s interest, whether or not such action originates from contact with the Company’ business stakeholders, such as traders, customers, competitors; and shall avoid using any opportunity or information obtained as staff, for personal interest, or to operate a business competing with the Company’s business.

1.3.2 Staff shall not, during the Company working hours, do any other work or work for any third party or other corporate body whether for the benefits or not, unless written permission is granted from the President or the authorized person. 1.3.3 Staff shall protect the Company’s interest with their full effort.

1.3.4 Staff shall not engage, directly or indirectly, in any business that has conflict of interest with the business of the Company.

1.3.5 Staff shall not be involved with any other business operation which may affect the Company’s interest or competes with the Company business.

2. Policy on maintenance and use of the Company property and information/confidentiality

2.1 Any asset, information and a confidentiality of the Company such as all methods, settings, procedures, production, production formulae, ideas, price of products and technical skills or knowledge and/or any other technique in connection with the Company business operation or performance, which are derived from ideas, research, findings and/or any other undertaking based on performance under the duties and employment agreement, in any case, are regarded as the Company’s intellectual property, whether or not such intellectual property is registered under the law governing intellectual property. In addition, it is prohibited to disclose the aforementioned items unless written permission has been granted by the President or the authorized person

2.2 During the term of employment and within one year from the date of employment termination, in the case that Staff have access to the Company’s information from the operation of works that is a so-called “trade secret” such Staff agree to maintain all the Company’s “trade secret” which they have obtained or known, or have been provided in the course of employment with the Company, not to deliver it to any recipient or make copies without permission, and disclose or act or take any action which will cause damage or business damage to the Company, as well as agree not to be engaged or employed, or give advice, assist, enter into any agreement with any juristic person or business of a third party who is a trade competitor with the Company, and agree not to operate any business having similar nature as that of the Company. For the purpose of this Clause 2.2 “trade secret”, means any trade information that is not generally well-known or is not accessible by groups of people who would normally be related to the information. Such information could be used for trade benefits since the Company has maintained the information secret by appropriate means: as provided in the regulations, agreements or any other terms of agreement of the Company, or as stipulated in the Trade Secret Act B.E. 2545

2.3 During the term of employment, Staff shall not work for any third party or other corporate body which offers benefit in exchange, unless written permission is granted by the President or the authorized person.

2.4 Staff, by themselves or conspiring with any third party, shall not take any action which directly or indirectly is in conflict with the Company interest.

2.5 Staff shall not take/use the Company’s property or internet for commercial purpose or for personal interest, and may take/use it only for the Company’s direct interest.

2.6 Staff shall strictly observe and comply with the Company policy on information technology, for example by:

• not interfering with any third party privacy, in any situation;

• not gaining look or access to the Company’s secret information without permission, except for the part of the Company’s secret information which is directly involved with the responsibilities of such Staff;

• observing the rules and regulations on the use of computer equipment and tools; and

• not gaining access to the information and document files of other users without permission.

2.7 Staff shall acknowledge and comply with the guidelines for appropriate use of computer system and network.

2.8 Staff shall not install or save any software on the Company system without permission.

2.9 Staff shall not provide the Company software to any third party, including the Company’s traders, parties to agreements and customers, nor install the Company’s software for personal purposes. In addition, Staff shall not use or connect the Company’s internet system for data transfer, dissemination of obscene objects, sending or receiving information or intelligence through electronic mails (emails) which violates the law or the laws governing copyright, or contravenes the intention or objectives of the Company policy or rules or regulations on information, or infringes the Computer Crimes Act B.E. 2550 or any other laws.

2.10 During the term of employment, Staff shall not intentionally act and/or omit any action, by any means, causing the Company damage in connection with false or incorrect information, intelligence and/or report or note or communication.

2.11 Staff shall not infringe the copyright of the Company and/or of any companies licensing the Company to use computer programs under agreements and/or any measures, and/or, whether or not for making benefit, reproduce, modify to disseminate to the public, lease the program original or copy the program. In the case of non compliance of this clause, it shall be deemed material breach, and the Company is entitled to immediately terminate the employment agreement with the breaching Staff.

2.12 Staff shall carefully use the Company property and be responsible for maintaining the equipment and tools provided by the Company in a good condition at all times, and shall ask for repair if required.

2.13 Staff shall not violate the Company regulations or directives, as this may cause accidents or damage to the Company property.

2.14 Staff shall protect the Company property, in spite of not being their direct duty, from not being lost or destroyed.

2.15 Staff shall not take any Company accessories or property for any other use apart from use for the work for the Company.

2.16 Each Company Directors, Executives and Staffs shall maintain the secrets which the Company has with customers, parties of agreement, business traders or any third party.

2.17 The person holding the office of director, executive or being staff of the Company shall not disclose information or documents which are secrets or trade secrets for a period of one year from the date of the termination of office held or from the date of employment termination.

2.18 Executives and Staff of the Company shall acknowledge instructions and methods to maintain information confidentiality and comply with the same in order to prevent the confidentiality from being unintentionally disclosed.

2.19 The President is empowered to approve the disclosure of information to the public.

3. Policy on giving or accepting presents or entertainment

3.1 Staff shall not demand, accept or consent to accept money or any other benefit from any business stakeholder.

3.2 Staff may customarily accept or give presents under the condition that such acceptance of presents shall not contribute to any business decision made by the recipient.

3.3 In the case that Staff receive presents of a high values on customary tradition from the Company business stakeholder, Staff shall report such incident to their supervisors through the chain of command.

4. Policy on trading of securities and using of internal information

4.1 Directors and Executives shall have the duty to report their holding of securities in accordance with the requirements of the Stock and Exchange of Thailand and the Securities and Exchange Commission.

4.2 The Company and subsidiaries and associated companies of the Company listed on the Stock Exchange of Thailand (SET) shall comply with the law governing the use of internal information by fairly and equally treating each shareholder. In order to prevent the Company personnel at every level, and their family members, who obtain or may obtain the internal information which has not been disclosed to the public, from violating the said law, the Company restricts such persons, either by themselves or through brokers, from trading or persuading any third party to trade or offer to sell or purchase the Company’s, subsidiaries and/or associated companies’ shares listed on the SET while being in possession of such internal information, since the SET regards that such trading of securities is deemed for profit or gives advantage to a specific group of persons.

4.3 The Company provides an internal security system in order to protect document files and confidential documents and limits access to the undisclosed information which is available only for the persons who are directly and necessarily involved. Therefore, it is the duty of the owner or possessor of such undisclosed information to ensure that the involved persons strictly comply with the security system. Any person who violates the policy of the use of internal information shall be subject to disciplinary action and/or be prosecuted under the applicable laws, as the case may be.

5. Policy on internal control and audit and on accounting and financial report -

5.1 Policy on internal control and audit

The Company provides an efficient internal control and audit implemented under the audit of the internal auditors and reviewed by the Audit Committee.

5.2 Policy on accounting and financial report

The Company Management is responsible for preparing the financial report: annual and quarterly financial report, accurately, completely and timely, in accordance with generally accepted accounting principle,

5.2.1 Accuracy of Entries

• All the Company business entries shall be accurate, complete and auditable, without any restrictions or exemptions.

• The entry of accounting items and business records shall be made in accordance with the actual information, without distorted or false statements, whatever the objectives.

• The Company personnel at every level shall manage all business entries in a timely manner and in accordance with the Company regulations and requirements and provide complete and sufficient proof and evidence supporting the entries to the staff responsible for recording, preparing and evaluating accounting and financial entries so that such staff can accurately and completely record all the Company accounting entries in the Company accounting system.

5.2.2 Accounting and financial report

• No staff shall distort, conceal or make false statement of either the business entries in connection with the Company account or finance, or the operational entries.

• All staff shall be aware that the accuracy of accounting and the financial report is a mutual liability of the Company Board of Directors, the Company, and the Company Executives and Staff who have direct responsibility.

• All staff shall be responsible for preparing and/or providing the business entries.

5.2.3 Good practice on law compliance

• The personnel at every level shall comply with the relevant regulations and requirements under the applicable laws: both domestically and/or internationally, so that the Company accounts and financial records will be accurately and completely prepared.

• The personnel at every level shall observe honesty, non-bias practice and accountability in recording the business entries.

6. Policy on accountability for shareholders

6.1 perform their duties honestly and treat all shareholders fairly and equally.

6.2 report to the shareholders regularly and completely with regard to the corporate status.

6.3 report to the shareholders, with sufficient supporting information, on the corporate trends, both in positive and negative position.

7. Policy on staff treatment

7.1 Provide fair remuneration to staffs.

7.2 Maintain working environment in order to ensure the security of the life and property of the staff.

7.3 Promote and rotate, as well as reward and penalize the staff in good faith, and in accordance with their knowledge, competency and suitability.

7.4 Prioritize the wide and regular improvement of knowledge, competency and skills of the staff.

7.5 Strictly comply with all applicable laws and requirements in connection with the staff.

8. Policy on conduct of staff

8.1 Staff shall perform their duties energetically, honestly and transparently.

8.2 Staff shall refrain from giving presents to supervisors or accepting presents from subordinates.

8.3 Staff shall respect the rights of other staff members and the management.

8.4 Supervisors shall behave in order to be respected by subordinates. Staff shall refrain from any disrespectful action towards supervisors.

8.5 Staff shall be disciplined, behave and comply with the corporate regulations and good morals, whether or not in writing.

8.6 Staff shall participate in enhancing and maintaining an atmosphere of unity and integrity among the Staff, and shall avoid any action leading to the damage of the Company image, reputations or that would cause any future problems to the Company.

9. Policy on public and social responsibility

9.1 All Staffs are responsible for and determined to preserve the local environment and culture in which the corporate is located.

9.2 Regularly organize activities, by itself or in cooperation with the government or the community, in order to participate in the development and improvement of society, community and environment and to ensure a better quality of life in the community in which the corporation is located.

9.3 Prevent potential accidents and control waste release so as to be lower than the accepted standards.

9.4 Quickly and efficiently respond to any incident, which is caused by the Company’s performance, affecting the environment and the community, by giving full cooperation to the relevant authorities and agencies.
.

Supervision and Enforcement

1. In the case of any violation of applicable laws or the Company regulations, rules, code of conduct or policies or consent given for such violation found, Directors, Executives and Staff members shall report directly to the Human Resources Division, which is empowered to take action according to the steps required in the policies and regulations concerning such matter.

2) The Company will revise this Code of Conduct every two years in order to update the code in accordance with any change of situation or business circumstances.

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