manual code of conduct · 2018. 5. 30. · code of conduct principle of business the company is...

1

Siam Steel Service Center

Public Company Limited

Manual

CODE OF CONDUCT

Update: Year 2016 By The Board Of Directors and The Corporate

Governance Committee February 26, 2016

บริษัท ศูนยบ์ริการเหล็กสยาม จ ากัด (มหาชน) Siam Steel Service Center Public Company Limited

2

Safety First

Satisfaction

Social Care

Continual Improvement

S

S

S

C

Create safety at work and develop life skills to achieve a better quality of life for employees.

Conduct business to achieve satisfaction, while adhering to good governance.

Generosity towards society and the environment

Code of Conduct Principle of business

The Company is committed to operate the business with care for all stakeholders,

economy, society, and environment by adhering to moral values, ethics, and code of conduct.

Moreover, the corporate governance is employed as a tool to monitor the implementation of

activities as honest, trustworthy, transparent, and fair. Potential affects on organization, society,

and environment are also taken into account.

In addition, the Company has integrated into its business operations, the 3 principles of

Sufficiency Economy: the Moderation, Reasonableness and Self-immunity. The Company

runs its business with knowledge and morality in compliance with Industrial Product Standards

and the sufficiency economy guidelines for industrial sector (or TIS 9999volume 1-2556 B.E.)

toward economic, social, environmental development for sustainable growth and happiness. In

2014, the Company was selected to join the program on “Promoting the sufficiency economy in

industrial sector(TIS 9999 Vol1-2556) for sustainable growth” organized by the Management

System Certification Institute (MASCI) in conjunction with the Ministry of Industry and the Thai

Industrial Standards Institute (TISI). The program provides the personnel of the Company with

knowledge and understanding of the sufficiency economy guidelines for industrial sector. The

trained personnel are able to sustainably and happily apply knowledge gained from the program

to their organizations for the balance and clear development procedures in all aspects toward

business success and the utmost benefits to shareholders.

3

Siam Steel Service Center Public Company Limited

Code of Conduct

The Board of Director has set the codes of conduct which will be part of our policy on

governance for the company. These policies below will be the guidelines for directors, executives

and employees of the company.

1. Stakeholders Responsibilities

2. Dealing with Competitors

3. Stakeholdings and Conflicts of Interest

4. Compliance with Laws and Regulations and Human Rights Principles

5. Confidentiality, Safeguarding and Use of Inside Information.

6. Procurement and Practices with Trade Partners.

7. The Community and Social Responsibilities.

8. Treatment of Employees.

9. Political Support

10. Internal Control and Internal Audits.

11. Receiving and Offering Customary Gifts, Assets or other Benefits.

12. The Anti – Money Laundering and Counter Financing of Terrorism (AML/CFT).

13. Safety, Health and the Environment.

14. Intellectual Properties and Use of the Information Technology and Communication

System

4


The Company’s Board of Directors realizes good corporate governance as a significant factor to

sustain Company’s growth and promote the confidences of stakeholders including shareholders, investors,

customers, business partners, creditors, employees, and general public. The Company assures

shareholders’ confidences of its efficient and reviewable management system that is transparent, just and

fair. The Board, therefore, has entrusted the Committee on corporate governance to oversee the operations

of the Company so as to ensure the operations are in line with the policy and principles of good corporate

governance set for the Organization for Economic Co-operation and Development (OECD), and stipulated

by the SET regulations.

Due to Ethic is important tool in following up good governance policy, Board of Director have set

up operational guideline for directors, executives and employees at all level must do their duties with

honesty and integrity to company and stakeholders in writing for all employees acknowledge and do their

duties under this policy.

Board of Director


5

Preface


1. Ethics of Directors and Management Page

Directors and Management to Shareholders 8

Directors and Management to Employees 8

Directors and Management to Clients 10

Directors and Management to Partners 10

Directors and Management to Creditors 11

Directors and Management to Official Unit 11

Directors and Management to Environmental, Society and Collective 11

2. Ethics of Employees

Employees to Company 13

Employees to Directors, Subordinates, Colleagues 13

Employees to Themselves 14

Employees to Clients 14

Employees to Official Unit 14

3. Ethics for Practices with Trade Competitors 15

4. Ethics for Stakeholdings and Conflicts of Interest 16

5. Ethics for Compliance with Laws and

Regulations and Human Rights Principles 17

6


Content

6. Ethics for Confidentiality, Safeguarding and Use of Inside Information 18

7. Ethics for Procurement and Practices with Trade Partners 20

8. Ethics for the Community and Social Responsibilities 21

9. Ethics for Treatment of Employees 24

10. Ethics for Political Support 25

11. Ethics for Internal Control and Internal Audits 26

12. Ethics for Receiving and Offering Customary Gifts,

Assets or other Benefits 27

13. Ethics for The Anti – Money Laundering and Counter Financing of

Terrorism (AML/CFT) 28

14. Ethics for Safety, Health and the Environment 30

15. Ethics for Intellectual Properties and

Use of the Information Technology and Communication System 31

16. Supervision in Acting and Reviewing 33

17. Editing and Cancellation 33

18. Complaints and Suggestions 33

19. Discipline 35

7


Content Page

1. Ethic of Directors and Management

Directors and Management to Shareholders

1. The Company operates the business with transparency, commitment to growth and

advancement, as well as to continually generate long term good returns on investment to shareholders.

2. The Company practices honesty, integrity and fairness to major and minor shareholders for mutual benefit as well as beneficial to concerned parties as a whole.

3. The Company cares and maintains all assets to prevent them from missing, damaging or wasting

4. The Company discloses adequate, transparent and reliable information of Financial Report and report of other matters dealing with the business of the Company and its performances which are actual, adequate, consistent, and in time.

5. Organization’s confidential information must not be disclosed to other person, especially, competitors.

6. Do not take any advantages for yourself and involved person by using undisclosed information.

7. Do not take any action that may cause conflict of interests with organization.

8. Respect the rights of shareholders in obtaining the necessary information. And treats all

shareholders equally.

Directors and Management to Employees

The Company regards every employee as valuable asset and significant factor driving the business

to the attainable goals. For all employees to be competent to effecting the continuing development of the Company, the remuneration policy is defined accordingly.

1. The Remuneration Policy

- As human resources are valuable assets, the Company commits to its obligation to treat all employees equally, and to ensure the competency based benefits are appropriately and fairly paid to each individual.

- Appropriate structure of the remuneration package is in place which minimum rate no less than public services and compared to the rate being applied by the same industries.

- The reserved fund is established to allow employees to arrange for their saving accumulated from their own earnings and contribution from the Company.

The Company submitted, to the Institute of Human Capacity Building of the Federation of Thai

Industries, and the Thai Health Promotion Foundation, for Certification of Management System of Quality

of Work Life (MS-QWL 1:2008). The system being employed serves as an operational framework under

the policy of management system of quality work life aiming at promoting and supporting employees to

live good life in 4 aspects; body, mind, social, and spirit.

9

8


1. Ethic of Directors and Management 2. Policy on Management System of Quality of Work Life

- Appropriately and continually implements and develops Management System of Quality of Work

Life in line with the rules and guidance provided.

- Promotes personnel training and development to ensure employees gain proper knowledge and

skills.

- Ensures that employees work happily with unity and care.

- Bolsters morality of all personnel.

- Conducts work related threat analysis for mitigation and/or prevention.

- Develops human resources to become valuable assets of the organization.

- Ensures the continuity of performance assessment in accordance with the policy.

3. Policy on Occupational Health Safety and Environment of Workplace

- The Company focuses on system development of occupational health safety and environment of

workplace to safeguard employees from injuries and work related diseases according to the laws and

regulations applicable to risks and operations in the workplace.

- Every employee has an obligation to participate in the activities conducted with regard to

occupational health safety and environment of workplace.

- Assessment of risks in the workplace for prevention and improvement shall be carried out regularly

to ensure the operations meet required standards.

- Campaigning is carried out to promote quality of life and health of employees.

- The Company provides proper and sufficient resources to promote working awareness in alliance

with required standards and safety procedures concerning occupational health safety and environment of workplace.

4. Policy on Industrial Sufficiency Economy (TIS 9999)

The Company has applied, to its business management and operations, the principles of Sufficiency

Economy: the Moderation, Reasonableness and Self-immunity. Personnel possess knowledge and

morality for the balancing development in all aspects: economic, social, and culture. The Company

implements the following guidelines toward sustainable growth and stability, happy workplace, readiness

for changes and unpredictable from internal and external environment.

1. Encourages employees to take parts in promoting awareness, seeking for knowledge; maintaining

morality; being moderate, well rounded, discreet, honest, diligent, tolerate, united, and sharing.

2. Respects stakeholders’ benefits in a proper and fair manner as well as legal rights.

3. Develops holistic and systematic management including planning, implementing, monitoring, and

improving; and information system to effectively and efficiently business outcomes.

4. Promotes learning and comprehending the natural resources and eco-system including soil, water,

forest, and bio-diversity for spiritual upholding, living and interdependence.

10

9


Directors and Management to Clients

The Company realizes the development and improvement to increase capacities of its employees

in various aspects, the Company, therefore, commits to establishing quality system, within the

Company, referring to the rules governing Quality Management System ISO9001:2008, and Quality

Management System for Automobile Sector ISO/TS 16949:2009. The Company then spells out its

vision in relation to quality as:

“Customer Satisfaction, Quality Orientation, Continuous Human Resource Development”

The Company strongly commits to quality and customer satisfaction to serve needs of customers

which are significant factors to business operations as

1. Placing the utmost importance on quality control to meet customers’ satisfaction.

2. Obtaining customers’ needs and supplying goods and services to suit such needs.

3. Committing to developing quality of goods and services continuously, emphasizing the highest

efficiency of production process and delivery of goods according to purchase order

and in time.

4. Recording and maintaining the implementation of quality management to respond to

customer’s needs and Quality Management System ISO 9001:2008 and ISO/TS

16949:2009.

5. Continuously promoting and developing employees.

5.1 The Company provides a control system to ensure its implementation to be strictly,

honestly, attentively and consistently in accordance with the agreements made to

customers.

5.2 The Company provides confidentiality for keeping system as if it is the Company’s

own confidential and prevent any use of confidential from any frauds

Directors and Management to Partners

1. The Company treats all partners equally and fairly in doing business.

2. The Company neither ask nor receive nor pay any interest which would cause dishonest or non-

transparent act to business partners.

3. The Company keeps promises given to partners and strictly implement systematic

cooperation to resolve issue if there is a case where promise could not be kept.

4. The Company provides a control system to prevent any disclosure of partner’s

confidentiality or any use for doing illegal business.

10


Directors and Management to Creditors

1.The Company provides a control system in compliance with the contract, agreement and

conditions according to obligation made to creditors; reports Company’s financial status to

the creditors regularly and punctually with honest and equity.

2. In the case where the Company fails to fulfill contractual obligations, the creditors are informed

promptly for mutual resolution to be made and preventive measure to be addressed for any

possible loss taking into account the importance of the Company’s reputation.

Directors and Management to Official Unit.

1. The Company aims at keeping good relationship with public sector to a suitable extent,

including proper cooperation given to public sector and other concerned agency in giving

information for the benefit of the Kingdom and for all.

2. Controlling and complying with law and regulations strictly.

3. Do not help or support to avoid complying with laws and regulations.

4. Giving cooperation and reporting violation information to regulatory unit.

Directors and Management to Environmental, Society and Collective

The Company is part of society and community, hence, a continuation of commitment to

development and improvement of Environmental Management System (ISO 14001:2004) and cooperation

given to organizations dealing with environmental issues for development of quality of life and

environment are implemented to pay back to society and community. The Company’s policies in relation to

environment are stated as follows:

1.To implement strict prevention and control of pollution in the Company in accordance with laws

related to environment.

2. To encourage and promote every employee to participate in pollution reduction and to be

responsive to resource and environmental conservation.

3.To develop and improve every process of producing goods taking into account impact on

environment.

4.To continuously undertake environmental assessment, review and improvement to achieve the set

goals and objectives.

11


The Company is convinced that strong commitment to Corporate Social Responsibility (CSR) has

an effect on sustainable development. Therefore, various measures are introduced including energy

conservation as guidelines for social responsibility.

1. The Company shall run business under the code of business ethics and good governance in

parallel to social responsibility and environmental conservation by assuring the practice of CSR.

2. The Company shall commit to developing and improving Standard of Environment

Management System and Management of Occupational Health and Safety in workplace under ISO

14001:2004 and OHSAS 18001:2007 as well as continuously maintaining ISO 9001:2008 for business

growth in parallel with being an responsive organization to social, environment and safety in workplace.

3. The Company shall provide necessary support and encouragement in several aspects: human

resources, budgeting, and training. The provisions aim at developing CSR in all aspects which includes

considering comments in order to run business with CSR smoothly and sustainably.

4. The Company revises and evaluates CSR plan and target at least once a year.

The Company realizes the significance of using energy resource efficiently. The following

guidelines are defined in order to ensure the effective and efficient production and energy consumption,

and to gain continuing participation in sustainable energy management from every employee.

1. Implementing and developing proper energy management system toward energy conservation

as part of Company’s business operations and in line with related laws and regulations.

2. Continuously improving energy consumption of the Company to suit the business, technology

and in line with good practices and related laws.

3. Defining action plan and targets for energy conservation and having it made known to

employees for common understanding and harmonious implementation.

4. All management and employees are responsible to energy conservation and are required to

participate in the activities following the set measures

5. The Company shall promote and support necessary resources including: personnel, budget,

time, training, and participation in proposing comments for smooth and efficient development of energy

conservation.

6. Management and working group in charge shall revise energy conservation strategies, goal

and plan every year.

12


2. Ethic of Employees

Employees to Company

1. Compliance with rules and regulations strictly.

2. Performing their duties with honesty and responsibilities.

3. Employees must be loyal to the company but not illegal or immoral conduct.

4. Using time and company’s asset to create maximum benefit for company.

5. Disclosure of conflict of interest.

6. Keeping client and company’s information in secret.

7. Giving ideas and opinions to the public with care.

8. Do not disclose company’s information to other person.

9. Employees must work on the basis of honesty, ethical conduct and fair to all parties, not contrary

to law and morality. All employees must adhere to the importance and benefit of our

customers with the best interests of the company.

10. All employees must use discretion carefully and the reason for the action in order to benefit

customers and society the most.

11. All employees must act in accordance with generally accepted standards, including

compliance with regulations, criterions or any standards-related.

12. Employees must be complete and sufficient information about customers in order to

know the status and objectives of customers and provide advice on a specific product to the

customer appropriately and also maintain the confidentiality of the customers.

13. Employees must not engage in any action or lead to damage the reputation of the

company's honor.

Employees to Directors, Subordinates, Colleagues

1. Maintaining and encouraging unity between colleagues.

2. Respect of colleagues" right, do not criticize that may cause damage and claim falsely about

other performance.

3. Listening to subordinates’ opinion and suggestion.

4. All employees must inform the truth about immoral action and having effect to

company and report will be kept in secret.

13


5. Employees must report the fact with its significance to the commander of the operation,

especially if this information is not reported to affect the operation of the customer and the

company or to conceal illegal action.

6. Do not blame management or employees without truth.

Employees to Themselves

1. Employees must adhere to honesty, not accept valuable things or any interest in all forms

such as money, gifts and other benefits from colleagues, customers, suppliers or

contractors, which may affect judgment and decision making in practice or make an

equitable reduction.

2. Commitment to integrity in personal moral without prejudice and perform their duties

diligently with full knowledge, capability and responsibility.

3. Self responsibilities and duties.

4. Never stop learning, improve their working method expertly, efficiently with consistent quality.

Employees to Clients

1. Keeping client’s information in secret.

2. Do not use clients" information for own benefit or other that may lead to conflict of

interest.

3. Do not use internal information to take advantage of trading and investing.

4. Do not distribute client’s information to others without client’s permission in writing except

it is forced by involved law.

5. Do not use their authorities as employees to take advantage of trading and investing.

6. The terms and conditions with clients shall be complied with strictly. In case it is not possible to

do so, the company shall report to client to collaborate jointly to solve the problem.

7. The acts to clients shall be polite and reliable.

Employees to Official Unit

1. Compliance with official rules and regulations strictly.

2. Co-operation with official unit.

3. Do not cooperate with any person who breaks the rules.

14


1) The company operates its business by free and fair competition. Untruthful accusations libel,

unreasonable or doubtful information to discredit competitors shall not be tolerated.

2) The Company shall promote beneficial cooperation with its trade competitors when it benefits

consumers. Cooperation between the Company and its trade competitors shall not take the form of

monopolization, trade cartels, decreasing the quality standards of products and services, or price

fixing. The Company personnel shall in all circumstances associate carefully with trade competitors

and their personnel and shall not disclose confidential information either intentionally or negligently

to trade competitors.

3) Any merger or acquisition between the Company and its trade competitors shall be transparent and

after such transaction, the Company shall not use its dominatant market power in any way that would

harm consumers’ interests.

4) The Company treats competitor according to international practices of principle for business

competition.

5) The Company provides a control system to prevent any act of illegally use of competitor’s

confidentiality for doing business.

6) Do not search for competitor’s confidential information by dishonest method.

7) Do not tarnish competitors’ reputation without truth.

15

3. Ethics for Practices with Trade Competitors


Directors, executives, and employees shall carry out their duties for the benefit of the Company

without regard for personal interest or influence from close relationships. Including should not behave

in terms that can be conflicting with the company’s interest covering personal benefits.

1) The Company personnel are prohibited from using personal influence or authority in executing

transactions between the Company and themselves; any partnership or other legal entity; to

which they may belong; or their relatives beyond the ordinary welfare and benefits that the

Company personnel deserve. Exceptions may be made if conflict of interest is disclosed and

approval is specifically granted or approval is obtained in principle.

2) Directors, executives, and employees must not enter into a partnership or a shareholder or a director or executive decision makers in the business or in competition with the same company. But the inevitable had to report to a supervisor immediately, and in the case of directors. Executives and employees involved in the business or any events that might cause a conflict of interest to report to a supervisor immediately.

3) The Company personnel and their relatives may enter normal business agreements not influenced

by the Company personnel and such business terms and conditions shall be conducted at arm’s

length with the Company or its subsidiaries.

4) Directors, executives and employees must not receive any money or other benefits. Personally by the company's customers, suppliers, or from any person in respect of the company. Any orders given for self-benefit are prohibited.

5) When agenda items are raised during the meetings, any person with a conflict of interest shall

temporarily leave the meeting to allow other attendees to consider, analyse and discuss the item

without the influence of such person.

6) The Board and executives shall consider Connected Transactions between the Company and its

subsidiaries or affiliates independently with prudence and, honesty, and ethically taking into

account the benefits to the Company.

7) Directors, executives, and employees will not benefit themselves and those associated with the

use of any information which has not been publicly disclosed. And any action that may cause a

conflict of interest of the Company.

8) Secondment to the Company subsidiaries or affiliates is allowed with approval from supervisors,

executives or directors, on a case-by-case basis. The Company personnel shall not accept any

temporary or permanent external engagements considered as competing with the Company’s

business operations or that might cause any conflicts of interest. Exceptions may be made with

the specific approval of supervisors and company directors.

9) The hiring of the Company personnel’s relative shall be undertaken on a transparent and fair

basis, as with others with the same qualifications. The Company personnel shall not intervene in,

influence or facilitate the hiring of their relatives.

4. Ethics for Stakeholdings

and Conflicts of Interest

16


Good Practices

1) The company has the policy to adherence human rights and to pay respect to personal rights

of directors, executives, and employees. Company is open to equal rights for job opportunities

and will not permit labor discrimination including of violation and threatening between

different nationalities, race, class, sex, age, religious, beliefs, and social status.

2) Executives and employees have the opportunity to get support for training to have knowledge

improvement in order to meet the standards of each level of duty.

3) The company personnel shall understand and abide by laws related to his/her roles and

responsibilities. In case of doubt, they must consult the Legal Department. When doubt arises,

do not proceed without taking legal advice

4) Directors, executives and employees shall must perform their duties with honesty by the

benefit thought of a legitimate company. Despite a gap of legal or regulatory, regulations and

orders of the company

5) Directors, executives and employees shall must perform their duties with honesty by the

benefits thought of a legitimate company. Despite a gap of legal or regulatory, regulations and

orders of the company

6) Directors, executives and employees have equal respect without discrimination even with

differences of nationality, race, class, sex, age, religious, beliefs, and social status.

7) Directors, executives, and employees should respect both Thai and other countries’ traditions and cultures appropriate to the social and economy of certain countries.

8) The company shall strictly abide by Human Rights Principles and provide the company

personnel with knowledge and understanding of Human Rights Principles in order that they

can apply such principles in their work. The company shall not support any business that

violates Human Rights Principles.

9) In case of any unusual circumstances which can affect the company’s safety; executives and employees should notify responsible agencies to adjust immediately.

5. Ethics for Compliance with Laws and

Regulations and Human Rights Principles

17


Good Practices

1) The company shall establish appropriate levels of confidentiality and applicable procedures.

The company personnel must understand each confidentiality level. The company personnel

shall seal confidential information to keep it from being viewed by unauthorized the

Company personnel or the public.

2) The company personnel shall not disclose confidential information even after their retirement,

resignation or termination of their position at the company.

3) The company shall maintain customer and trade privacy. The company personnel shall not disclose private information to the public or other unauthorized the company personnel unless it is required by law, for court cases, or approved by the Board.

4) Inside information is operational and managerial confidential information that is not yet ready to be disclosed to the public. If such information was disclosed, it would impact the

company, its subsidiaries and affiliates, particularly the trading prices of the company shares on the stock exchange. The company personnel must maintain the confidentiality of inside information and shall not disclose, exploit for self gain or to affect the company’s benefit.

5) The company personnel shall receive warnings notices and campaigns regarding inside

information, especially in relation to important situations such as the issue of company shares

or debentures.

6) When employing candidates who have previously worked with competitors or the

government, the Company shall enquire and study any confidential agreements the candidates

may have had with their previous employers. The company shall not force the candidate to

break their agreement with trade competitors or the government, which might give rise to

consequent legal actions.

7) Information shall only be disclosed by authorized the company personnel. Unauthorized personnel shall not disclose the information. If any unauthorized person is asked to disclose information, a direct enquiry must be made to the authorized person to ensure the correctness and consistency of the disclosed information.

8) Directors, executives, and employees shall must provide a copy faxed or stored properly secured to prevent unauthorized personnel allowed access to data or confidential.

6. Ethics for Confidentiality, Safeguarding

and Use of Inside Information

18


The Company sets rules to prevent director, management and employee from using the

Company’s information for personal interest by:

9) Making known to all directors and managements that they must report securities holdings of

themselves and of spouse and minor child/children, They are also informed of the penalties

under the Securities and Exchange Act B.E. 2535 and as amended, and SET’s regulations.

10) Pursuant to section 59 of the Securities and Exchange Act B.E. 2535, the Company enforces

that the management report the change of their securities holdings to SEC’s Office, and send

a copy of such report to the Company on the same day as the original copy was sent to

SEC’s Office.

11) The first 4 directors/executives according to descending order down from the President

of the Company must report their stake holdings and of persons related to them to Chairman

of the Company’s Board and to Chairman of the Audit Committee as required by the

Securities and Exchange Act B.E. 2551.The report is submitted once every calendar year

and within 30 days as from the end date of December. This is to assure the transparency,

fairness and equality of the operations.

12) The executives are restricted from using confidential internal information for making any

purchase, sale of securities of the Company before such information is disclosed to the

public. The disclosure of important piece of information to outsiders is also prohibited.

13) The penalty is enforced by the Company upon directors or management disobeying

Company’s policies and cause disgrace and loss to the Company. In this connection, the

Company will coordinate with agency concerned for legal proceeding.

19


6. Ethics for Confidentiality, Safeguarding

and Use of Inside Information

Good Practices

1) The Company personnel who need to procure products and services shall consider needs, value, prices and quality. The procurement process shall be transparent. All vendors shall receive information equally and accurately. The vendor selection shall be made with fair treatment, fair competition and without bias. Selection shall be in accordance with academic standards, with care and suited to the circumstances. Trade partners shall be given the opportunity to produce their products and services for trial and testing, if available.

2) When contracting with trade partners, The Company personnel shall retain documents relevant to negotiations, drafting, contract making and contract monitoring as supporting evidence for a specific period.

3) The Company promotes fair treatment with and among its trade partners. When procuring products and services, The Company personnel should not rush to completion. The Company shall allow trade partners adequate time for preparation. Contracts between The Company and its trade partners shall be fair and drawn up in the presence of a legal advisor.

4) Negotiation with vendors shall be internally transparent and subject to review by executives.

5) The Company personnel shall remain neutral, refraining from any request for or acceptance of benefit relevant to the procurement. The Company personnel shall refrain from close association with the trade partner that might, however slightly influence their decision-making. The Company personnel must also comply with the good practices outlined in the Ethics for Stakeholdings and Conflict of Interest.

6) The Company shall strictly adhere to contractual agreements. If either The Company or the trade partner should fail to comply with the agreed terms and conditions, or circumstances arise that render compliance impossible. The Company personnel shall discontinue their work and communication with the trade partner and immediately report to their supervisor to seek corrective action, if possible and without detriment to either The Company or its trade partner.

7) Directors, , executives, and employees will provide information that is complete the contractor. Suppliers / vendors and associates.

8) Directors executives, and employees shall avoid gifts, readies to get invited to the party of parties, receptions and was invited to see the work that is held for personal or group specific, the customer is issued free of charge. related. To prevent a scandal and a mind inclined to help return either party is the occasion of the latter.

9) Directors, executives, and employees shall must comply with the procurement of the strict fairness to all parties.

7. Ethics for Procurement and Practices

with Trade Partners

20


1. The Company is committed to operate the business with care for all stakeholders, economy,

society, and environment by adhering to moral values, ethics, and code of conduct. Moreover, the

corporate governance is employed as a tool to monitor the implementation of activities as honest,

trustworthy, transparent, and fair. Potential affects on organization, society, and environment are also

taken into account. In this regard, the social responsibility policy is clearly defined.

The Company is part of society and community, hence, a continuation of commitment to

development and improvement of Environmental Management System (ISO 14001:2004) and

cooperation given to organizations dealing with environmental issues for development of quality of

life and environment are implemented to pay back to society and community. The Company’s

policies in relation to environment are stated as follows:

To implement strict prevention and control of pollution in the Company in accordance with

laws related to environment.

To encourage and promote every employee to participate in pollution reduction and to be

responsive to resource and environmental conservation.

To develop and improve every process of producing goods taking into account impact on

environment.

To continuously undertake environmental assessment, review and improvement to achieve

the set goals and objectives.

2. The Company is convinced that strong commitment to Corporate Social Responsibility (CSR) has

an effect on sustainable development. Therefore, various measures are introduced including energy

conservation as guidelines for social responsibility.

The Company shall run business under the code of business ethics and good governance in

parallel to social responsibility and environmental conservation by assuring the practice of CSR.

The Company shall commit to developing and improving Standard of Environment Management

System and Management of Occupational Health and Safety in workplace under ISO 14001:2004

and OHSAS 18001:2007 as well as continuously maintaining ISO 9001:2008 for business growth

in parallel with being an responsive organization to social, environment and safety in workplace.

The Company shall provide necessary support and encouragement in several aspects: human

resources, budgeting, and training. The provisions aim at developing CSR in all aspects which

includes considering comments in order to run business with CSR smoothly and sustainably.

The Company revises and evaluates CSR plan and target at least once a year.

21

8. Ethics for the Community and

Social Responsibilities


3. The Company realizes the significance of using energy resource efficiently. The following

guidelines are defined in order to ensure the effective and efficient production and energy

consumption, and to gain continuing participation in sustainable energy management from every

employee.

Implementing and developing proper energy management system toward energy conservation as

part of Company’s business operations and in line with related laws and regulations.

Continuously improving energy consumption of the Company to suit the business, technology

and in line with good practices and related laws.

Defining action plan and targets for energy conservation and having it made known to

employees for common understanding and harmonious implementation.

All management and employees are responsible to energy conservation and are required to

participate in the activities following the set measures

The Company shall promote and support necessary resources including: personnel, budget, time,

training, and participation in proposing comments for smooth and efficient development of

energy conservation.

Management and working group in charge shall revise energy conservation strategies, goal and

plan every year.

4. The Company has integrated “Philosophy of Sufficiency Economy” for moderation,

reasonableness, and self-immunity. Additionally, the use of knowledge along with moral

principle is promoted to enhance the Company’s corporate social responsibility (CSR) activities to

achieve its goal and objectives effectively and efficiently.

The Company had organized corporate social responsibility (CSR) activities by applying the

“Philosophy of Sufficiency Economy” for both inside and outside the organization to create

sustainable development as follows:

1. The Principle of Moderation (leading to self-reliance)

2. The Principle of Reasonableness (treating all stakeholders with rational)

3. Principle of Self - Immunity (ability to compete)

4. Knowledge

5. Integrity

22




5. The Company seriously and continuously strives to fulfil its social responsibilities regarding

quality, safety, health and environmental protection, using natural resources efficiently with

due regard to the security and environmental awareness of its stakeholders. The Company

also supports environmental conservations and the sustainable development of the quality of

life in the community.

6. The Company will publish information about the business, its social responsibilities and its

environmental responsibilities without concealing disclosable information. The Company

shall collaboratively and rapidly disclose information to investors, shareholders and public.

7. The company shall consider alternative use of natural resources to alleviate adverse effects on

the community, environment and quality of life. The company supports the reduction in

consumption of energy and resources.

8. The company shall foster awareness of individual social and environmental responsibilities in

all personnel at all levels. The company shall also associate with trade partners who share its

concern for social and environmental responsibilility. The company shall lead the efficient

conservation of energy for the benefit of future generations.

9. The company shall use a portion of its profit to support appropriate social and environmental

activities that actually benefit community, society and environment. In the case of donation,

The company shall review recipient information and ensure that any donation it makes is for

charity purposes, effectively and efficiently used, and adequately documented.

23




1) The company treats its personnel equally without discrimination, regardless of origin;

ethnicity; gender; age; race; religion; disability; financial status; family; or educational

background, or other status that is not directly related to their working performance.

2) The company shall provide all employees the opportunity to perform to their best ability with

reasonable compensation. The company shall motivate employees by determination of

salaries, bonuses and operating expenses under the company’s regulations. In addition, The

company shall provide its employees with opportunities for university education as well as

short-term and long-term training.

3) The company personnel shall perform their duties to the best of their ability and with

integrity, fairness and morality. The company personnel shall not assign any other person to

complete their work, either directly or indirectly, except when necessary in specific

circumstances or under time constraints when there is no concern over specific capability

requirements.

4) The company personnel shall perform their duties within the chain of command, receiving

orders from and being directly responsible to their supervisor. The chain of command should

only be crossed if absolutely necessary. The company personnel shall refrain from making

comments about their supervisors and colleagues that could have adverse effects on the

person or the company, and personnel shall be thoughtfully and reasonably open to the

opinions of their subordinates and colleagues without prejudice.

5) The company personnel shall use all company resources, laborers, premises and other

facilities to carry out their assignments. Their use for other purposes or beyond the benefit to

which he or she is entitled is prohibited.

6) The company personnel shall be polite and well-dressed and behave in accordance with their

roles and the local customs without damaging The company’s image.

7) The company personnel may use their name and position for charity fund raising that the

company sponsors. However, the use of their position and the company name for personal fund raising is prohibited under any circumstances.

8) Personnel shall cooperate fully with the company activities organized to promote unity,

harmony and cooperation, including those involving corporate social responsibilities.

9) The company personnel shall not cause trouble, annoyance, assault, or demean other the

Company personnel or outsiders. Prohibited behaviors include: sexual assault, insults, verbal

or visual obscenity and sexual harassment.

10) The Company supports employees’ rights in accordance with the State Enterprise Labor

Union Law. The company shall not interfere with labour union activities except those that are against the law, business ethics or that severely damage the Company.

9. Ethics for Treatment of Employees 24


10. Ethics for Political Support

The company is a politically neutral organization and does not support any political party, group,

or politician at the national, international or global level. The company supports activities that align

with the local governing system and encourages its personnel to exercise their political rights in

compliance with law. Thus the company operations will remain free from political and public pressures.

1) The company supports democratic politics and prohibits impersonating an employee or

employees to the company's resources to support the activities of political parties or politicians

of any political group, either directly or indirectly.

2) The company encourages employees to use their rights as citizens under the law. But do not

allow employees to participate in activities that may cause the Company's participation or

support any political party to another.

3) The company encourages its employees to express, join, support, and exercise their political

rights outside office hours, using their personal resources only. The company personnel are

prohibited from using the company’s authority, resources, capital or reputation for fundraising or political purposes.

4) Non supervisory. Employees at all levels of command or influence in any way the staff and

subordinates to participate in political activities of all types.

5) Directors, executives and employees should avoid commenting on politics in the workplace or at work may cause conflict of ideas.

25


1) The Company shall establish a good control environment with a positive attitude towards

internal control and appropriate assessment of significant risks that may impact the

company’s objectives, goals and success. The Company shall set up appropriate controls for

all levels and functions of the entity and provide adequate, reliable and appropriate

information technology and communication to both internal and external parties. The

Company shall create a monitoring and evaluation system to ensure that internal controls are

being implemented appropriately; support the company goals and continually improve to

reflect changing circumstances.

2) The company shall establish dedicated units directly responsible for risk assessment and risk

management; internal control assessment and compliance reviews. Those units shall

recommend improvements in internal controls to suit changing circumstances, business

environments and risk factors. Senior and middle executives shall fully cooperate with the

implementation of such recommendations for improvement.

3) The Audit Committee shall review the internal control system, risk management system and

internal audit system. The Audit Committee shall report the results to the Board of Directors

and shareholders.

4) The company shall establish an independent unit which directly reports to the Audit

Committee. This independent unit shall perform efficient internal audits and shall be

adequately resourced with qualified Internal Auditors and operate under the Code of Ethics

for Internal Audit Professions.

5) The company shall educate personnel to understand and cooperate with internal control and

audit systems. Transaction reports shall be regular, precise, accurate, consistent, up-to-date

and appropriately reviewed to ensure that the process is strictly followed.

6) The company personnel shall support and provide accurate information to the Office of

Internal Audit as well as the company’s auditors. The company personnel are responsible for

the accuracy of financial information and must report any mistakes or suspicious cases

immediately.

11. Ethics for Internal Control and

Internal Audits


26

1) Directors, , executives, and employees must not solicit, nor receive money, benefits or

anything that does not fit which would cause dishonest from stakeholders of the company.

2) Directors, , executives, and employees must not solicit, nor receive money, benefits, gifts or

other benefits from any person or entity doing business for themselves or others sensitive to

the incentives for action or omission of duty does or breach of law.

3) Do not give or offer to give gifts or any other benefits to third parties, such as government

officials, suppliers, agents, partners, customers or authorized persons etc., with intent to

induce that person to act or refrain from action that is illegal or misconduct against the

position of that person in exchange for the privilege that should not be.

Giving or receiving donation or support money, must be transparent and legally. That

donation or support money must be ensured that it is not used as an excuse to bribery.

4) If the business entity or third party related to the Company. Give gifts or benefits to

executives or employees to remunerative executives or employees to make judgment.

Considered appropriate, appropriate and / or accurately. Taking into account the rules of the

government. If executives or employees will not be discouraged. And effect relationships.

Business was to get. But must not exceed the authorities of the state prohibition receivable

5) Ethical and legal gifts or assets of appropriate value may be received from persons with

whom personnel have associated if it is the general practice and there are no ulterior reasons.

The Company personnel must not illegally accept gifts.

6) The Company prohibits its personnel and their family members at all levels, under any

circumstances, to solicit or receive gifts, assets or other benefits from contractors, sub-

contractors, customers, trade partners or other related parties, which may lead to unfair

judgments, impair decision-making or create conflicts of interest.

7) The Company personnel shall not offer bribes or other similar benefits to other the Company

personnel or outsiders, especially government officials. When offering gifts, assets or other

benefits to government officers in Thailand and other countries, it must be ensured that such

offerings are not against the local law and customs.

8) Never give or receive a gift with a value in excess of the usual Reserved between supervisors and subordinates.

9) Directors, executives and employees and their family members at all levels must to avoid giving or receiving gifts or any other benefits from partners or stakeholders. Except for the benefits of company or festival or tradition.

10) Business with entities such as government agencies, state enterprises, private in Thailand and

other countries must to conducted in a transparent, fair legalization of Thailand and foreign

laws.

12. Ethics for Receiving and Offering

Customary Gifts, Assets or other Benefits

27


To ensure that Siam Steel Service Center Public Company Limited (the “Company”) comply with the laws

on anti-money laundering (AML) and international criteria on anti-money laundering and counter

financing of terrorism (AML/CFT), the Board of Directors has established the AML/CFT Policy, the

Know Your Customer (KYC) Policy and the risk management policy against customer’s money laundering

practices. This also include supervisee employees to effectively comply the with the AML/CFT policy

The AML/CFT Policy

The Company has a duty and business ethics to establish the AML/CFT policy and practice guidelines

while committing to prevent itself from being a money-laundering and terrorist financing haven. This can

be done by strictly complying with the laws on AML as well as other related legislations and practices

stipulated by the Anti-Money Laundering Office (AMLO)

The Company will also establish secondary policies and supporting measures to accommodate the

aforementioned policy which shall include the Know Your Customer (KYC) policy, the risk management

policy against customer’s money laundering practices, ongoing Customer Due Diligence (CDD) practice

as well as supervision for effective AML/CFT compliance among employees. Details are as follows

The Know Your Customers (KYC) Policy

The Company has a duty to ask customers to identify themselves and to verify customer’s identity before

accepting them as customers under the provisions of the anti-money laundering laws.

The Risk Management Policy against Customer’s Money Laundering Practices

The Company is liable to manage risks involving customer’s money-laundering practices before approving

customers under the laws on AML.

Ongoing Customer Due Diligence (CDD) Practices

The Company has a duty to constantly and continuously monitor customer information until its

relationship with customers comes to an end in accordance with the laws on AML

13. Ethics for The Anti – Money Laundering

and Counter Financing of Terrorism (AML/CFT).

28


Supervision for AML/CFT compliance among employees

1. The Company requires executives at every levels, employees and business partner (hotel

operator) to strictly comply with the AML/CFT policy and practice regulations.

2. The Company requires authorized executives to supervise compliance with the laws on AML and

to coordinate with the Anti-Money Laundering Office (AMLO)

3. The Company determine measurement to control AML/CFT risks possibly occurred from

customers using its services from the Company.

4. The Company communicates the AML/CFT policy with the Board of Directors, executives,

employees and business partner (hotel operator) to promote genuine understanding toward this

policy and compliance with it.

5. The Company set up procedure, guideline and operation manuals that comply with the

AML/CFT policy

6. All levels of executives, employees and business partners (hotel operator) must comply with the

AML/CFT policy and regulations.

13. Ethics for The Anti – Money Laundering

and Counter Financing of Terrorism (AML/CFT).

29


1) The Company shall provide an operation system focusing on appropriate measures for safety

and health in workplace such as providing the system to counter probable pollutions arising

during operation, arranging workplaces to be clean and hygienic etc. for the employees and visitors to be safe from accidents and diseases.

2) Directors, executives and employees shall be truly attentive to the activities for the quality of

safety, health and environment and perform works with realization to safety and concern to environment always.

3) The Company shall comply with the safety, health and environmental laws and rules.

4) Safety is important to the Company and it will establish rules and standards for quality,

safety, health and environmental protection that are legal and meet international standards and

will require personnel to understand and strictly adhere to them.

5) The Company shall make every effort to avoid and prevent losses from accidents, fire,

occupational illness and injury, loss or damage of assets, violation of safety measures,

improper working practices and other errors. The Company will maintain a safe working

environment and regularly train its personnel on safety and security plans. It is the

responsibility of executives and employees to report any accidents and incidents following the

required procedures.

6) The Company shall have internal communications with employees, contractors’ staff, and

relevant stakeholders to educate them on policies, regulations, procedures and precautions

related to quality, safety, health and the environment and shall act accordingly to protect their

health, assets and environment.

7) The Company is committed to seriously and continuously demonstrating social responsibility

by recognizing the importance of quality, safety, health and the environment and will

maximize the benefits of natural resources for the well-being and safety of all stakeholders.

The Company will support social activities to protect the environment and enhance the

quality of life in the community in accordance with the principles of sustainable development.

8) If the Company discovers non-compliance with the rules and standards regarding quality,

safety, health, and environment, or if unsafe operations that severely affect the environment,

are discovered, personnel will be required to temporarily cease such operations and notify

colleagues, supervisors and related business units for further actions or plans for resolution.

Continuing operations in these circumstance shall be strictly prohibited.

14. Ethics for Safety, Health and the Environment 30


1. Personnel of the company shall use information technology and communication channels to

communicate with external parties with care and caution, respecting the rights of the owners of intellectual properties.

2. The Company supports its personnel in conducting research and the researcher shall own the

related rights and returns from their studies. However, the Company shall own the exclusive

rights, patent submission rights, patent exclusive rights, and any benefits, associated with any

such research commissioned and undertaken by the Company , based on the Company

information or knowledge within the company.

3. The Company personnel shall protect the confidentiality and prevent any leak of the

company’s trade secrets, secret formulas and secret business methods.

4. The Company encourages its personnel to use the Internet to support their work. Personnel

shall not perform any act that might interfere with or cause disruption to others on the

computer and Internet system in the office. Personnel shall not use the Company computer

system to release inappropriate information that is against the law, morality, culture or

tradition; e.g., causing damage to reputation or property, propagating pornography, sending

spam email, disrupting mail forwarding, or advertising merchandise or businesses that are

irrelevant to the Company products and services.

5. The Company personnel shall conduct their business using genuine software and, if they must

use a computer or software that belongs to outside parties, they shall check for the copyright

and consult their supervisor. In stalling and using illegal software in the office is strictly prohibited.

6. The Company personnel shall safeguard their passwords and not disclose them to others to

prevent unauthorized access to the computer system. Accessing unfamiliar websites should be

avoided since it may cause damage to the Company computer system.

7. If the Company personnel request access to the Company information technology system for

temporary staff or a contractor’s employees, they shall oversee such person’s use of the

computer and be held responsible for any consequent damages.

8. Computers, IT systems and information shall be deemed as the Company’s properties.

Executives and staff should not use computers and it systems for personal purposes.


Use of the Information Technology and Communication System

31


9) Executives and staff shall not disclose the Company’s business information including the

information been purchased by company both existing and not existing in the Company’s

information system or copy the information to their personal devices without permission.

10) Executives and staff shall not modify, reproduce, erase or destroy the Company’s information

without permission.

11) Executives and staff shall not bring unlicensed software to the Company to use and shall not copy licensed software for any reason whatsoever without the software producer’s consent.

12) The Company shall review, supervise, monitor, investigate and control the use of its

information technology system by its personnel to ensure The Company’s information system

security.

32



Use of the Information Technology and Communication System

The Company has defined all the directors, executives and staff to shall have the duty and

responsibility to acknowledge, make understanding and comply with the policies stipulated in this code of

conduct handbook strictly. Executives at all levels in the organization must be responsible and it is

important to operate under the supervision of their employees to understand and follow the code of conduct

handbook seriously.

The code of conduct handbook shall be reviewed annually by the Board of Directors and the

Corporate Governance Committee.

16. Supervision in Acting and Reviewing

17. Editing and Cancellation

The company has the responsibility to adjust and improve information in the codes of conduct to be

consistent with the law, related policy, and business environment.

*** The codes of conduct mentioned may not cover for every circumstance. Employees can discuss problems

with their subordinates. In case of conflict, the executive’s decision is final.

33

The Board of Directors had provided the opportunities for employees and stakeholders, having a

channel for complaints and reporting illegal acts. The company secretary is serves as the complaints of

corporate governance and business ethics of the company are as follows:

18.1 Complaints and suggestions channels

Mr. Boonchai Chiencharoenthanakij Senior General Manager Administrative, Accounting & Financial Dept. E-mail: [email protected]

Mr.Hirun Komolhirun Company Secretary & Manager Legal Dept.

E-mail: [email protected]

or by postal mail to Legal Dept. Siam Steel Service Center Public Company Limited)

51/3 Poochao Road, Bangyaprak, Phrapradaeng, Samutprakarn 10130 Thailand

18. Complaints and Suggestions


18.2 Upon receipt of the complaint process

The channels are for employees to file complaints and suggestions freely to lead to the Company

developments and sustenance as follows:

1. The complaints receiver compiles the information on the offence / ethics incompliance.

2. The complaint receiver then reports the information to the independent directors who are responsible

for the investigation. The submitted information will be considered for individual areas such as

management, knowledge development, fact inspection etc.

3. Action: Complaints shall be forwarded to the independent directors for investigation and lodging

actions to suppress the offences / incompliance.

4. Result report: The investigation result shall be informed to the complainant if he / she discloses

himself / herself. If a serious case the result shall be reported to the chairman and / or the Board of

Directors.

18.3 Measure to protect the complaint

1. A complainant can select to undisclosed himself / herself if the complaint may introduce unsafely.

However if discloses the process progress report and clarification can be made to him / her.

2. Complaints shall be kept confidential / safety – concerned. The Company has set the measure to

protect the complainers and / or informants and / or the persons who cooperate to investigations

against unfair acts such as position, job and workplace change, intimidation, working annoyance,

dismissal etc. due to complaints.

34

18. Complaints and Suggestions


Acknowledgement and Conformity Form

I have received and read this Siam Steel Service Center Public

Company Limited Corporate Governance and Code of Ethics Handbook. I

understand, acknowledge and will comply with these practices.

Signature

( )

Business Unit : ...........................................................

Date : .................../................../...................

35

The Company regards code of conduct shall be a discipline that the directors, executives and staff shall

comply with. Offences or incompliance shall be deemed disciplinary offences in accordance with the

personnel management criteria.

All directors, executives and staff shall comply with and support other persons to comply with code of

conduct. The following acts shall be deemed the disciplinary offences.

The company does not punish employees by degradation or negative effect on employees who refuse to

corrupt, although this action will cause the loss of business opportunities.

1. Not performing complying with the code of conduct handbook.

2. Suggestions, supports or encouragements to other persons to not comply with the code of conduct.

3. Neglecting, ignorance when seeing any conduct that violates or that is not corresponding to ethics,

in case such person knows about such conduct.

4. Being uncooperative or obstructive to the investigations.

5. An unfair act to complainant.

19. Discipline

How to inform: 1. Letter, 2. E-mail, 3. Company’s website

Channels of perception/ Sources of whistle blower

1 Company’s website

2. Codes of conduct and practical section in workplace

3. Annual information form (Form 56-1)

4. Annual report (Form 56-2)

Independent Director/ Audit Committee/Corporate Governance Committee

discuss complaints altogether

Appellant (Employee / Company’s stakeholder)

Independent Director/ Audit Committee/ Corporate Governance Committee

notified by email

Senior General Manager Administrative, Accounting & Financial Dept

& Company Secretary

Submit the matter to Vice President

Inform Chairman and/or Company’s Committee for their

acknowledgement in next meeting Report back within 5 days

Reply back to the appellant within 15

days

E-mail: [email protected] [email protected]

Measures to protect appellants The company sets measures to protect appellants as following criteria.

1Appellants can choose not to reveal themselves if that disclosure is not secure. However, the disclosure can enable the organization reporting progress and fact.

2Complaints recipient keep the information confidential/ consider about security by setting measures protecting employees who appeal and/or those who provide information and/or corporation in data monitoring, those persons will be protected from unfair practices such as position change, job description, workplace, suspended from work, intimidate, work interference, dismissal due to the cause of complaints.

Process of whistle blowing, complaint and suggestion

mailto:[email protected]

mailto:[email protected]

CODE OF CONDUCT


manual code of conduct · 2018. 5. 30. · code of conduct principle of business the company is...

Documents