conduct
Anti-Corruption Policy

Shera Public Company Limited

The company operates business with transparency and recognizes the importance of anti-corruption in all forms, by prohibiting directors, executives or employees of the company calling for or accepting all types of bribes, offering promise to give away money, gifts, valuables, entertainment, or other benefits to government officials, state agencies, individuals, individuals of private agencies, or those involved with the company, either directly or indirectly in order to cause action or omission to obtain or maintain any business benefits or to recommend a business to the company specifically unless it is comply with the law, official regulation, official announcement, or according to the local customs and traditions that the society generally adheres to.

In this regard, the Company has therefore determined the Anti-Corruption Policy as a guideline to prevent corruption in the business operation of the Company. The company has been creating a corporate culture for everyone to be aware of the corruption dangers, at the same time, creating correct values and increase confidence among all stakeholders in order to effectively prevent corruption with the following details.

  1. Definition

1.1 "Corruption" refers to the action or omission of duties or use of power in wrongful action in all forms in terms of giving or receiving bribes, proposing or pledging to give a request or claim, either as assets, money, things, rights or other benefits which is contrary to morality, ethics and laws, rules, policies, to government officials or any other person who operates business with the company or affiliates, both domestic and international, in order to obtain unreasonable benefits either to the organization itself or those involved.

“Fraudulent” refers to unjustifiably claiming, involving deception, embezzlement.

“Fraudulent in Duty” refers to the practice or refrain from any action in circumstances that cause misunderstandings on the working position or responsibilities to obtain unjustifiable benefits.

1.2 "Political Support" refers to giving money, property, other benefits or places to support political activities (place of residence, place of meeting, place of gathering) for political parties, politicians or political related person to support the unlawful acts, against constitution which has a negative effect on the community, society and country as well as causing disunity in society, whether directly or indirectly.

1.3 “Related Person” means the spouse, children, parents, siblings, close relatives of the directors, executives and employees of all levels of the company and affiliates.

  1. Implementation

2.1 Anti-corruption policy shall be applied for human resource management process, including recruiting or selecting personnel, promotion, training, performance evaluation, and compensation by requiring supervisors at all levels to communicate with employees and related persons to understand and apply in every activity while supervising the operation to be efficient and effective.

2.2 Any actions in accordance with the anti-corruption policy shall adhere to the guidelines set forth in the good corporate governance policy, including ethical policy, regulations announcements and other practices that are relevant or to be established in accordance with the law and morality.

2.3 The Company provides fairness and protects those who report corruption related to the Company, by protecting the complainant or those who cooperate in reporting corruption as prescribed by the Company's whistleblowing policy.

2.4 Those who commit corruption must be considered for disciplinary action according to the regulations. In addition, may be subject to legal penalties if the action is illegal.

2.5 The company is aware of the importance of disseminating knowledge and understanding with any other person who must perform duties related to the company or may cause a negative impact on the company in the matter that must be treated in accordance with this anti-corruption policy.

2.6 The company has established channels for reporting complaints of any employee or any interested person who wishes to contact the Audit Committee directly, in order to express opinions about the business operations, as well as to report complaints that are actions or omissions that cause misconduct, defects, illegal, unethical, fraud, or corruption through the following channels:

• Letter addressed to Chairman of the Audit Committee, No. 2426/3 Charoenkrung Road, Bang Kho Laem District, Bangkok 10120
• Phone number [02-291-2888 5000]
• Email: ethics@sherasolution.com

2.7 The company will protect without demotion, punishment or giving negative effects to employees who refuse corruption including employees who cooperate in reporting matters, providing facts, reporting corruption, although that action will make the company lose business opportunities. Supervisors at all levels must communicate, make understanding with employees for carrying out business activities that are in charge and supervise the operations for efficiency and effectiveness.

2.8 The Audit Committee of the Company will proceed to check the information or facts or may assign the Internal Audit Department to investigate the matter and report to the Audit Committee for acknowledgment and consideration before proposing to the Board of Directors.

2.9 In the event that a stakeholder is damaged by a violation of legal rights, the company is willing to listen to those comments or complaints, and to make corrections immediately and to set guidelines to prevent recurrence. In some cases, fair compensation for damages shall be paid to the complainant.

  1. Practice Guidelines

3.1 Directors, executives, employees at all levels are prohibited to work or refrain from working in the position or misuse of authority, violating the law, ethics, including conducting or participating in corruption in all forms, both directly and indirectly,  acquiring unreasonable benefits in various ways, such as offering, pledging, requesting to receive or receive benefits or assets, giving benefits or assets, including any other benefits to government officials or any other person who does business with the company, etc. The persuasion to act against the law or destroying trust or any other act that is a corruption including calling for, offering or giving property, any other benefits to government officials or any other person doing business with the company, etc.

3.2 The Company has a policy to comply with laws and standards relating to anti-corruption in Thailand and in every country where the representatives of the company conduct business on behalf of the company.

3.3 This policy extends to agents, distributors, dealers or anyone acting on behalf of the company.

3.4 If the directors, executives and employees execute any actions that violate or do not comply with this policy, whether directly or indirectly, those persons will be considered disciplinary according to the regulations of the company. All employees must understand and follow the anti-corruption policy at all stages of the operation and shall inform the violation cases to the supervisor or person in charge immediately.

3.5 The supervisor who ignores the violation or fails to comply with this policy by his subordinates, or know of such actions but fail to manage, correct or report, will be considered disciplinary according to the regulations set by the company.

3.6 The company will terminate contracts with agents or business partners who violate this policy.

3.7 The company will not punish, demote, or cause negative effects to any directors, executives and employees who reject corruption, even if such denial will cause the loss of business opportunities.

  1. Responsibility

4.1 The Board of Directors is responsible for policy formulation, as well as overseeing the implementation of anti-corruption practices in a concrete and effective manner.

4.2 The Audit Committee is responsible for reviewing accounting and financial reporting systems, internal control system, internal audit and risk management system in order to comply with the intention of operating in accordance with good corporate governance practices.

4.3 Chief Executive Officer and Management Team are responsible for the management of various operational processes that have a check and balance system, and have to improve and develop various processes to be up-to-date.

4.4 The Internal Audit Sub-committee appointed by the Audit Committee is responsible for the internal audit and review the operations in each line of various work systems to be appropriate, comply with the law, policy, announcement, regulations.

4.5 Directors, executives and employees must behave as a good example to the general public, disseminating knowledge and understanding to any person both inside and outside the organization that is related to the company or stakeholders in the matter that must comply with the anti-corruption policy.

  1. Guidelines to Prevent and Monitor the Risk of Corruption

Personnel at all levels of the company and affiliates must follow the guidelines set out below.

5.1 Comply with the anti-corruption policy, regulations and code of conduct by not involved in any form of corruption, do not claim to omit any act that is an intention of corruption, giving or receiving bribes to stakeholders, or accepting any corruption either directly or indirectly in order to obtain benefits for the organization, for themselves, or those involved.

5.2 Employees at all levels must not neglect or ignore the actions that are subject to corruption related to the company and affiliates. It is everyone’s duty to inform the supervisor or the person in charge, and must give cooperation in investigating various facts. If in doubt or inquiry, consult with the supervisor or the person in charge through various channels.

5.3 For clarity in conducting matters that are at high risk of corruption, directors, executives and staff at all levels must act with caution in the following matters.

5.3.1 Political neutrality. The company encourages all employees to use their political rights according to the constitution law and adhere to the democratic system, but must not act in any way, either directly or indirectly, with regard to financial support or resources or participates in any activities or benefits for anyone related to political work in the area of ​​the company.

5.3.2 Receiving or giving gifts, souvenirs, property or any other benefits, must not exceed the normal value and suitable for the occasion of tradition and in accordance with the law which is not an action that may lead to corruption.

5.3.2.1   Employees and related persons, are prohibited to call or receive gifts, assets or any other benefits from contractors, subcontractors, customers, traders / sellers, joint venture partners or all stakeholders of the company.

5.3.2.2   The company has a policy of "not accepting" gifts or any other items from business partners. The employees have a duty to communicate to business partners for acknowledgment. In the case of sales promotion activities or other activities of the partners, vendors, suppliers, in such cases, it is allowed to accept but requested to deliver to Head of HR for further registration and will be used for the Company's business.

• Do not accept cash or checks or valuable property, unless it is an activity that is held as specified above.

• Upon receiving gift or souvenirs that were made for general distribution or given on traditional occasions, those items must be delivered to Head of HR.

5.3.3 Donating for charity, giving or supporting in any social activity in term of money or items, must be transparent and legally that can be proved with clear evidence.

• Giving or donating for charity must act on behalf of the company or affiliates for the benefit of society and must be a reliable organization, being registered or certified officially, and must proceed with transparency through the procedures in accordance with the company's regulations and legal requirements.

• Accounting and Finance Department must gather and summarize budget for charitable donations or support activities of all business units of the company.

• Human Resource Department is responsible for receiving matters from donors and checking the donation documents received from temples, schools, government agencies or charity organizations.

• Human Resource Department shall co-ordinate, follow-up documents for confirmation of donation or support.

• Human Resource Department and Internal Audit shall randomly check the accuracy of donations or support according to the objectives.

5.3.4 Use of marketing tools and trade with advertising, public relations, product display or support for commercial activities, shall follow these guidelines:

• Consider carefully to ensure that the applicant will carry out the activities of the project in accordance with the objectives.

• The support is not related to the benefits of directors, executives, employees, any person or any agency, and cannot be used as an excuse for corruption.

• The support is in accordance with the laws and traditions of the society.

• Marketing Department shall propose the budget for those supports each year.

• The supporting documents and the objectives of requesting support must be identified.

• Coordinator within the company shall monitor, evaluate and report the results of the project.

• Coordinator within the company shall follow up on the evidence of the project and / or photos of such activities to send to the Marketing Department and deliver documents to Accounting and Finance Department.

• Internal Audit is responsible for reviewing the support, discounts or other benefits to strictly comply with this policy and report the review results to the Audit Committee.

5.3.5 It is prohibited to give or accept bribes or taking any action that may motivate government officials or the public sector to act or ignore any actions related to the business of the company. Therefore, contacting the government for any purpose must be conducted in a transparent, honest and compliant manner to the regulations or laws.

5.3.6 Business relationship, purchasing, hiring with the public or private sectors, including contact with government agencies or public or private sector officials, as well as those who are involved in the business of the company and  affiliates,  in domestic or international, must be transparent, honest and comply with relevant laws.

5.3.7 The company has a policy of political neutrality. All employees have political rights and freedoms under the law, but shall be aware that not to proceed or carry out any activities including bringing any resources of the company and affiliates to carry out political activities or activities which will ruin its political neutrality or business operation.

  1. Guidelines for Monitoring and Evaluating the Implementation of Anti-Corruption Policy

6.1 Company and affiliates will support and encourage employees at all levels the importance of anti-corruption, as well as to provide internal control to prevent corruption in all forms and in all countries where the company and affiliates have invested. The supervisor is responsible for overseeing and evaluating the performance of subordinates in the unit in accordance with the guidelines regularly.

6.2 Guidelines for Anti-Corruption cover personnel management processes, including recruiting, selecting personnel, promoting, training, performance evaluation and rewarding. Supervisors at all levels shall communicate and make understanding with subordinates to act in accordance with this practice.

6.3 The company will ensure fairness and protect employees or any other person who informs clues or evidence of corruption related to the company and affiliates including employees who refuse to act illegally, those who cooperate in reporting corruption, by using protection measures as specified in the whistleblowing policy.

6.4 The company will regularly review the guidelines and operational measures to ensure the compliance with laws and business conditions.

6.5 Contact via email: ethics@sherasolution.com for further queries.

 

 
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