P.C.S. Machine Group Holding Public Company Limited realizes the importance of the good corporate governance with adherence to ethical, transparent, and fair business operations, as well as fair treatment of all stakeholders. Therefore, the Board of Directors devises the “Anti-Corruption Policy” in order to provide clear practice guidelines for all parties relating to the Company’s business and build confidence among all stakeholders along with the development towards sustainable organization.
Anti-corruption Policy
- Board members, executives, supervisors at all levels, and all employees of the Company are prohibited from committing any corrupt offences both directly and indirectly, with coverage of entire businesses and transactions of all units and subsidiary companies.
- Board members, executives, and all employees of the Company have to comply with the policy, practice guidelines, and anti-corruption measures/operational procedures as established by the Company to be properly applied into practice by related persons.
- The Company shall conduct the risk assessment on internal corruption on an annual basis, as well as put the anti-corruption policy and operational control plan into practice, and provide executives and employees with the manual on business operation practice guidelines and development of anti-corruption measures/operational procedures in order to clarify how to deal with any issue highly at risk of committing corruption. Board members, executives, and all employees have to cautiously perform their tasks in compliance with Thailand laws relating to anti-corruption.
- The Company establishes the appropriate internal control system in order to prevent employees’ misconducts, ensures a good corporate governance, and elevate the value of integrity and accountability to the organizational culture.
- The Company has a mechanism to report financial status transparently and accurately, comprising financial aspect and accounting process, as well as data recording and other processes in the Company relating to anti-corruption measures/operational procedures. The review and internal audit have been regularly conducted in order to ensure effectiveness of processes according to the anti-corruption measures/operational procedures. To be consistent with the Company’s anti-corruption policy and business changes, as well as provisions of related laws, Chief Executive Officer, Managing Director, and executives have to regularly report the audit results to the Audit Committee and the Board of Directors according to the anti-corruption measures.
- The Company formulates the policy which shall not downgrade the position or impose negative impacts on employees who refuse to commit corruption although such action causes the Company to lose business opportunities.
- Board members, executives, and supervisors at all levels have to act as a role model of anti-corruption practices, operate business with business ethics based on the principle of anti-corruption in all respects, and perform their tasks according to the framework and procedures of Thailand’s Private Sector Collective Action Coalition against Corruption.
Definitions for The Anti Corruption Policy
Corruption refers to giving or accepting bribes regardless of any form by offering, promising, soliciting, demanding for money, assets, or any other benefits inappropriately with government officials, government authorities, private entities, or authorized persons both directly and indirectly, involving all activities under responsibilities, for the sake of business, themselves, families, or related persons, except in case of actions permitted under laws, rules, announcements, regulations, tradition, local custom, or commercial practices. Corruption also refers to the following:
The charity donations, business gift giving, payment for hospitality services and business entertainments, and sponsorships for any activities which are not transparent and intend to persuade public/private officials to perform any action inappropriately or incorrectly.
The Company has a policy not to provide political contributions both directly and indirectly.
Duties and Responsibilities Board of Directors
- Devise and approve the anti-corruption policy for the sake of the Company’s business.
- Conduct the risk assessment on internal corruption, and approve to deploy the policy, practice guidelines, and anti-corruption measures/operational procedures accurately and thoroughly within the organization.
- Oversee the compliance with practice guidelines and anti-corruption measures/operational procedures, and establish the system which supports anti-corruption activities efficiently in order to ensure that executives realize and concentrate on all types of anti-corruption activities of the Company, as well as cultivate such practice as an organizational culture.
- Strictly comply with the anti-corruption policy, practice guidelines, and anti-corruption measures/operational procedures, as well as acting as a role model of integrity, transparency, and fairness, and provide consultations and advices for related persons who wish to make inquiries.
Audit Committee
- Oversee the accounting and finance reporting system, internal control system, internal audit system, and risk management system relating to internal corruption, preparation for financial statements, and other processes in relation to anti-corruption measures/operational procedures to ensure its compliance with international standards, conciseness, appropriateness, and efficiency.
- Review and report the results after reviewing internal control and audit to the Board of Directors regularly.
- Comply with the anti-corruption policy, practice guidelines, and anti-corruption measures/operational procedures, as well as acting as a role model of integrity, transparency, and fairness, and provide consultations and advices for related persons who wish to make inquiries.
Chief Executive Officer Managing Director and Executives
- Establish the system, promote, and support the anti-corruption policy, the risk assessment on internal corruption, and the anti-corruption measures/operational procedures in order to be disseminated to and complied by employees and all stakeholders accurately and thoroughly.
- Verify, audit, and review appropriateness of the internal control system, as well as the anti-corruption measures/operational procedures on a regular basis in order to align with the anti-corruption policy, changes in business conditions, and legal requirements.
- Report the results of verifying and reviewing the internal control, as well as the compliance with the anti-corruption measures/operational procedures to the Audit Committee on a regular basis, and be able to report any issue directly to the Board of Directors (in an urgent case).
- Strictly comply with the Company’s anti-corruption policy, practice guidelines, anti-corruption measures/operational procedures, as well as acting as a role model of integrity, transparency, and fairness.
- Realize the importance of disseminating, educating, and providing consultations for subordinates to build their understanding about the anti-corruption, as well as giving advices to related persons who wish to make inquiries.
The Working Committee on Risk Management According to the Anti Corruption Policy
- The Committee is appointed from responsible persons of each division in the organization chart. The Committee is responsible for performing tasks to ensure that the anti-corruption policy, practice guidelines, and anti-corruption measures/operational procedures be adopted in the organization strictly and thoroughly.
- The Committee is in charge of conducting the risk assessment on internal corruption, and establishing the anti-corruption measures/operational procedures appropriately with the assessed risks in association with any unit involving in the risks to be proposed to Chief Executive Officer and the Board of Directors for approval and enforcement.
- Report operating results according to the anti-corruption policy and measures/operational procedures to Chief Executive Officer continuously as scheduled.
- Realize and put emphasis on disseminating, educating, and providing consultations for Board members, executives, and all employees to build their understanding about the anti-corruption.
The Investigation Committee
- This refers to the Investigation Committee which is responsible for investigating facts in case of having complaints against Board members, Chief Executive Officer, or Managing Director. Then, the results of the investigation are required to be reported to the Board of Directors.
- This refers to executives at a General Manager level or a Department Manager level in any work unit not involving in the complaints, the unit of accused persons, and the human resource unit, who are appointed by the Company to consider facts and evidences after receiving information or complaints from both inside and outside the Company. All investigation results are required to be reported to Managing Director, Chief Executive Officer, Audit Committee, or Board of Directors as deemed appropriate based on each complaint.
All Employees
All employees are in charge of the anti-corruption policy, practice guidelines, and anti-corruption measures/operational procedures as follows:
- Explore and try to understand the contents so as to ensure correct compliance.
- Employees have to strictly take the anti-corruption policy as a working discipline, not to omit, violate, disobey, or act against the anti-corruption policy and measures in any cases.
- Employees should provide knowledge and understanding for other people involving in their operations and the Company so that these people acknowledge and comply with the Company’s anti-corruption policy and measures.
- Upon witnessing any violation or non-compliance with the anti-corruption policy and measures, employees have to report to their supervisors or responsible persons immediately, and give cooperation in investigating facts in association with any unit or person as assigned by the Company.
- Executives and supervisors at all levels in all units have to act as a role model in complying with the anti-corruption policy and measures, as well as taking charge of providing advices about operational procedures, overseeing, supporting, and encouraging their subordinates to understand and comply with the policy accurately, strictly, and thoroughly.
- In case of having questions, inquiries, uncertainty, and being unable to justify their own decision in relation to practice guidelines, and anti-corruption measures/operational procedures, employees are advised to discuss with their colleagues, ask for consultations from their immediate supervisors, or ask for advices from the Company Secretary, Managing Director, or Chief Executive Officer in order to clarify the matter and be able to act confidently, accurately, and transparently.
- Employees are in charge of conducting the risk assessment on corruption within their own unit and other related units in the Company, as well as jointly establishing the anti-corruption measures/operational procedures appropriately with the assessed risks in association with the Working Committee as assigned by the Company.
Anti Corruption Practice Guidelines and Measures
Board members, executives, and all employees must comply with the anti-corruption policy strictly, and not to engage in all types of corruption either directly or indirectly. The Board of Directors establishes the anti-corruption practice guidelines and measures as follows:
- The Company’s policy adheres to political neutrality, not providing political contributions for any political parties both directly and indirectly. Political contributions refer to the assistance provided in the form of either financial support or in-kind support, such as offering goods or services, advertising to promote or support political parties, purchasing tickets of any event arranged for raising funds or donating to any organization having a close relationship with any political parties, acting as the Company’s representative to participate in any political campaigns, and so on.
- The use of money or assets of the Company for charity donations must be openly conducted on behalf of the Company only, and be approved by authorized persons of the Company. The donation must be made for any social contribution and non-profit organizations, such as foundations, public charitable organizations, temples, education institutes, medical centers, and so on. In this regard, reliable and traceable donation receipts must be issued. The amount shall not exceed 100,000 Baht/time.
- The use of money or assets of the Company for sponsorships must be openly conducted on behalf of the Company only, and be approved by authorized persons of the Company. The sponsorships must be provided for business purpose to enhance image or reputation of the Company. In this regard, reliable and traceable donation receipts which clearly specify the objective and receiver must be issued. The amount shall not exceed 100,000 Baht/time.
- Not receive or give any gift or souvenir to any persons having interests in their responsible tasks both directly and indirectly, including government officials, government authorities, private entities, and business partners in order to acquire benefits inappropriately and lead to negligence of duty, except in case of giving or receiving any gift or souvenir on any special occasion or for appropriate reason, such as giving on the basis of tradition, local custom, or commercial practices, and its value should not exceed the normal range. In case of receiving or giving any gift or souvenir worth more than 3,000 Baht/item/time or person, the supervisors at a division manager level up must be notified for acknowledgement and approval prior to taking further action.
- The payment for business entertainments and other payment as required by business agreement are permissible, but such payment must be limited within an appropriate level and scope, as well as being reasonable and traceable. The amount shall not exceed 50,000 Baht/time. In addition, to ensure transparent operations, the Company regularly proceeds with monitoring sales and marketing activities at risk of corruption, as well as determining appropriate solutions.
- The procurement process must strictly comply with the Company’s procedures, as well as being transparent, concise, and traceable. In this regard, the Company regularly proceeds with monitoring procurement and entering into agreement at risk of corruption, as well as determining appropriate solutions.
- Board members and executives must realize the importance of the dissemination of knowledge and consultation in order to educate subordinates on the Company’s anti-corruption measures, as well as acting as a role model of integrity, transparency, and fairness, aiming to promote integrity and accountability for their duties and responsibilities, including to represent the organizational determination to comply with the business best practices.
- The Company provides Board members, executives, and employees with training courses consistently in order to encourage them to have an insight into the anti-corruption measures, and to acknowledge the penalty if employees fail to comply with the measures.
- The Company provides new employees with the orientation in order to make them understand the anti-corruption measures, and acknowledge the penalty if new employees fail to comply with the measures.
- The Company establishes the human resource management process which reflects our concentration on the anti-corruption measures, comprising selection, training, performance appraisal, remuneration, and promotion.
- In the case where Board members, executives, and employees refuse corruption, although such action results in the Company’s loss of business opportunity, there shall not be a negative impact on their position or any disciplinary action against them.
- If employees witness any acts of corruption in relation to the Company both directly and indirectly, they must not neglect or ignore such behavior, but to report the matter to the Company immediately through the whistleblowing channel as stipulated in this policy.
- The Company establishes the appropriate internal control system in order to prevent employees’ misconducts by assigning the Working Committee and external parties to engage in the audit and internal control as deemed appropriate.
Investigation
Upon receiving information or complaints from whistleblowers, whether internally or externally, the Company shall appoint the Investigation Committee, comprising executives at a director level or section managers of any unit not involving in such complaints, the unit of the accused person, and human resource unit, to take charge of considering related details, facts, and evidences.
In the case where complaints are filed against Board members or Chief Executive Officer, the Audit Committee shall act as the Investigation Committee.
If there is any reason to believe that the accused person actually committed corruption, the Company shall notify the accused person and entitle him/her to prove by finding some information or evidence of innocence to present to the Committee.
The Investigation Committee is responsible for reporting all facts to Managing Director of each subsidiary company, Chief Executive Officer, Audit Committee, or Board of Directors as deemed appropriate in line with each complaint.
Penalty and Feedback Notification
- The penalty against employees who engage in misconduct shall be based on the disciplinary regulations of the Company and/or legal punishment. In addition, the penalty is considered based on the intention and the severity of each offense.
- In the case where wrongdoers are Board members or Chief Executive Officer, the Audit Committee is advised to consult with the Chairman of the Board regarding the consideration on penalty as deemed appropriate, and/or to act according to the rules on practice guidelines of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission which contain the disciplinary actions against wrongdoers, ranging from written warning, wage cut, temporary lay-off without pay, or dismissal from employment. The disciplinary actions shall be considered from the intention and severity of each offense.
- In the case where whistleblowers or persons who file complaints can be contacted, the Company shall notify feedback in writing.
The Policy on Communicating and Disclosing Anti-Corruption Policy and Measures
In order to enable all employees, stakeholders, and general public to acknowledge the Company’s anti-corruption policy and measures thoroughly, the Company determines both internal and external communication and disclosure channels as follows:
- Internal communication and disclosure
- Announcement on bulletin boards of the Company and its subsidiary companies
- Broadcast on the Company’s intranet
- Arrange training courses for all employees continuously
- Arrange activities or campaigns attended by both employees and executives at least once a year, with the aim of supporting the anti-corruption policy and measures.
- External communication and disclosure
- Broadcast on the Company’s website
- The Annual Registration Statement (Form 56-1), and the Annual Report (Form 56-2)
- The notification letter, and the information meeting for customers, business partners, and all stakeholders on the anti-corruption policy and measures on a regular basis.
- Display any symbols or images presenting the anti-corruption policy on souvenirs to be given to customers or business partners on some occasions, such as festivals, business occasions, or promotional activities.
The Company shall disclose and exchange the internal policy, experiences, best practices, and key success factors in encouraging business reports in Thailand to be made fairly, accurately, and transparently by supporting the initiation of the national project aiming to ensure fair competition and transparent business operations, as well as good corporate governance.
In addition, the Company shall participate in seminars, discuss, and express opinions in several meetings in order to build understanding about concerns and existing problems affecting private businesses regarding integrity and business transparency.
The Company shall cooperate with other companies in the same industry, business partners, and stakeholders in establishing the Collective Action Coalition, and participating in anti-corruption activities as follows:
- The Company shall take part in sharing best practices and conceptual framework on expectations to be applied by all organizations in the Collective Action Coalition so as to mutually achieve the target of the project.
- The Company shall join the Integrity Pacts with other organizations and government agencies when engaging in bidding and purchasing items, raw materials, equipment, and construction materials.
- The Company shall give cooperation and share ideas to develop business ethics which is applicable to all organizations and gain recognition from all participating organizations.
- The Company shall jointly establish the measures and investigation system in order to promote transparency and integrity in business operations.
- The Company shall cooperate with the civil society and media in raising awareness, and educating general public so as to change their values, causing them to resist and condemn all types of corruption.
- The Company shall support the development of the project on auditing and certifying the operations in compliance with the project, as well as providing training courses for consultants and auditors in order to guide the participating companies on how to operate business in an ethical manner, and to elevate this process to the organizational culture so as to promote sustainability of the Thailand’s Private Sector Collective Action Coalition against Corruption Project.
- The Company shall have the Collective Action Coalition against Corruption Committee conduct the audit and certification every 3 year.
The anti-Corruption Operating Results
- In 2016, the Company conducted risk assessment, reviewed and improved policy and process for disclosure pursuant to evaluation form for the listed company in which approved by the Board of Directors Meeting No. 6/2016 on 12 October 2016 in order to improve the policy and procedure as well as follow up the reporting system to be standard. Besides, training was conducted to all employees to understand and knowledgement development for the Company’s executives, together with acknowledging trade partners and suppliers for the policy by written notice and the Company’s website.
- The Company was approved at the Board of Directors Meeting No. 6/2016 on 12 October 2016 to provide a corporate governance and code of conduct by stipulating that the policy against Corruption It is part of the Corporate Governance and Code of Conduct Handbook. The company has operational measures and management guidelines in the same direction
- The Company entered into the Private Sector Collective Action Coalition Against Corruption (CAC), which organized by the Thailand Institute of Directors (IOD) and supported by the government and the National Anti-Corruption Commission). The Company was certified on 18 August 2017.
- The Company has disseminated and educated executives and employees throughout the organization through the training process for new employees. The anti-corruption policy has been included in the new employee orientation program. And the on-job training process throughout the organization
Number of employees that have been trained in the Good Corporate Governance Program Code of Conduct and Anti-Corruption Policy
| Year | New employee course | Annual course | On the Job Training |
|---|---|---|---|
| 2017 | 718 | - | 100% |
| 2018 | 891 | 117 | 100% |
| 2019 | 470 | 74 | 100% |
| 2020 | 156 | 1,984 | 100% |
| 2021 | - | 2,094 | 100% |
Complaints and Suggestions channels
To conform with the corporate governance policy and anti-corruption policy, the Board of Directors regulated whistleblower channel which open to all employees and stakeholders can express the independent opinion and inform the illegal clues.
By E-mail
| Mr.Chakramon Phasukavanich | Chairman/Independent Director | chakramon.p@pcsgh.com |
| Mr.Pakhawat Kovithvathananphong | Independent Director | pakawat.k@pcsgh.com |
| Mr.Juke Boon-Long | Independent Director | jukr.b@pcsgh.com |
| Mr.Rachai Wattanakasaem | Independent Director | rachai.v@pcsgh.com |
| Mr.Angkrit Rungrotkitiyot | Chief Executive Officer | angkrit.r@pcsgh.com |
| Mr. Korawut Chiwaprecha | Chief Finance Officer | korawut.c@pcsgh.com |
| Mr. Koonchorn Roumanachai | Chief Operation Officer | koonchron.r@pcsgh.com |
| Mr. Athiwat Apichote | Chief Market Officer | athiwat.a@pcsgh.com |
| Mr. Taiji Ushioda | Managing Director of Manufacturing and Engineering | t.ushioda@pcsgh.com |
| Mr. Hideo Ihara | Managing Director of Quality Control | h.ihara@pcsgh.com |
By Post
P.C.S. Machine Group Holding Public Company Limited.
2/1-9 Moo 3 Kokgroad, Muang, Nakhonratchasima 30280