CG and Business Ethics
The PTTEP Board of Directors requires that there be a Good Corporate Governance and Business Ethics for the PTTEP Group so that everyone in the PTTEP Group can use the document in ensuring that the Group’s operations are up to standard, transparent, efficient, ethical and auditable. Stakeholders are treated fairly according to their rights in order to build confidence and public acceptance.
Section 1: General Statement
PTTEP put emphasis on an ethical business and first issued a written Business Ethics manual in 1989 and the Good Corporate Governance Policy in 2001. The Board of Directors and the Management are committed to continually refining the standards of the Good Corporate Governance and Business Ethics; the documents are regularly updated to ensure continued relevance in changing economic and social circumstances and laws. This current version is the tenth revision, reviewed and approved by the Board of Directors before it was announced for upholding by all Directors, Executives and Employees in their daily operations. PTTEP also encourages those of its joint ventures, along with suppliers and anyone who acts on behalf of PTTEP to uphold this Good Corporate Governance and Business Ethics of the PTTEP Group as appropriate.
A profound understanding of and commitment to the Good Corporate Governance and Business Ethics of the PTTEP Group by all Directors, Executives and Employees will lead PTTEP towards the achievement of its goals concerning growth, prosperity, stability, sustainability and dignity. PTTEP relies on everyone in the Company to understand, observe and adhere to this commitment. Furthermore, in the event that any misconduct has been seen. It is pleased that such action is reported through the channels provided in accordance with the “Reporting and Whistleblowing Regulation”. PTTEP can ensure that whistleblower and the person involved will be protected and will not be affected by any harm because of his or her cooperation in the relevant processes.
(Mr. Prajya Phinyawat)
30th January, 2019
(Admiral Tanarat Ubol)
Chairman of the Corporate Governance Committee
30th January, 2019
(Mr. Phongsthorn Thavisin)
President and Chief Executive Officer
30th January, 2019
The PTTEP Group means PTTEP and its subsidiaries.
Subsidiaries refers to companies whose voting stock is more than 50% owned directly or indirectly by PTTEP, or companies to which PTTEP has the power to directly or indirectly appoint or remove the majority of the members of the Board of Directors or equivalent.
Board of Directors or Director means the Board of Directors or Directors of PTTEP or its subsidiaries, and any person appointed to perform the duties of a director.
Executives or The Management refers to executive management and the management of PTTEP and its subsidiaries, and any person appointed to perform the duties of an executive or the management.
Employees means employees, contract employees and advisors of PTTEP or its subsidiaries or the PTTEP Group’s contracted companies and any personnel seconded. It also refers to any person who is assigned to perform the duties of an employee of the PTTEP Group and is legally under the administration of the PTTEP Group, according to applicable labour laws.
Sufficiency Economy means the philosophy of His Majesty King Bhumibol Adulyadej, which comprises three principles (moderation, reasonableness, and risk management) and two conditions (knowledge and virtue).
Stakeholders means shareholder, customers, employee, government, partner, society, community and environment, supplier/contractor, lender, competitor, local culture and tradition, and human rights.
Inside Information refers to non-public information material to changes in the price or value of securities.
Conflict of Interest refers to a situation in which a personal relationship could potentially improperly benefit your profession or business. Often such a conflict of interest may lead to a situation that can cause damage or compromise your ability to carry out your professional obligations and decision-making due to the influence of the personal relationship or interest.
Corruption means requesting, accepting, agreeing to accept, giving, or promising to give assets or any kind of benefits to induce a government official (including foreign government official and agent of any international organizations), agency, private body or officer of a private body, to wrongly exercise their powers. These powers include actions or inaction to facilitate, hasten or delay any act, to benefit the PTTEP Group’s interest. Exceptions are cases where the giving or accepting of an asset or benefit is permitted by applicable laws, customs or norms.
Corruption may come in many forms including political support, charitable contributions, sponsorship arrangements, facilitation payments, gifts, entertainment or hospitality, and unwarranted allowances or expenses, as well as the improper use of third party agents and intermediaries.
Remark: According to organization structure on 1 January 2019, the title of President, Exploration and Production is combined with Chief Executive Officer and renamed to President and Chief Executive Officer.
Business Ethics is a code of virtuous and proper behavioural practices to be observed by the Directors, Executives and Employees, and is to be regarded as the ethical code as prescribed in the Constitution of the Kingdom of Thailand. Violation of, or non-compliance with, the “Principles” and “Good Practice Examples” shall be punishable.
PTTEP believes that conducting its business in line with “Good Corporate Governance” and “Business Ethics” will enhance the Company’s competitiveness and build confidence for Stakeholders through clear and transparent communication on an equal basis. The policy also specifically describes the scope of responsibilities and the authority of the Board of Directors and the Management to safeguard the rights of Stakeholders. Moreover, The Good Corporate Governance and Business Ethics of PTTEP is also play an important role as an overview picture and direction of PTTEP Group’s Anti -Corruption measure. This is in order to achieve its five goals: “growth, prosperity, stability, sustainability and dignity”.
The Corporate Secretary Division, with cooperation from other units, must diligently promote these matters to the Board of Directors, executives, and employees and periodically report to PTTEP’s Board of Directors at least annually.
1. Moral and ethical?
2. Acceptable if made public to society at large?
3. Potentially detrimental to the Company’s good reputation?
However, before asking the above 3 questions, directors, executives and employees must take into consideration the PTTEP Group’s direction with regards to such query by asking your supervisor, or through studying the strategic direction, vision, mission, value, or best practice which had long been adhered.
Violations of or non-compliance with the PTTEP Group’s Business Ethics shall be considered a violation of acceptable behaviour and subject to disciplinary action. Any person who acts in violation of the law they are operating in shall be liable to legal proceedings. Superiors in each unit are responsible for overseeing their subordinates’ compliance. Supervisors who fail to impose proper penalties after learning about their subordinates’ violations or non-compliance may be subject to disciplinary action as well.
• Your line supervisors
• CG Promotion Team (CGPromotion@pttep.com)
• Corporate Secretary Division (CorporateSecretary@pttep.com)
• The unit directly responsible for the particular issue
1. By mail, address to the Directors or your supervisor, or: The Corporate Governance Unit of the Corporate Secretary Division
PTT Exploration and Production Public Company Limited
555/1 Energy Complex Building A, Floor 33, Vibhavadi Rangsit Road, Chatuchak District, Bangkok 10900
2. By e-mail, address to your supervisor or The Corporate Governance Unit of the Corporate Secretary Division (email@example.com)
3. Through the Whistleblowing system which is available on PTTEP's website (www.pttep.com)
In addition, if your complaint concerns any subsidiary under the PTTEP Group, you can submit the complaint to the Case Coordinator for the subsidiary concerned.
PTTEP will investigate all complaints strictly according to the complaint handling procedure as prescribed in “Reporting and Whistleblowing Regulations”. All reports and complaints received will be treated with the utmost confidentiality and integrity in order to ensure protection and fairness for all individuals involved in the matter, and to prevent retaliation of any form.
Section 2 : Good Corparate Governance of the PTTEP Group
Commit to and undertake your duties or the tasks related to you to the best of your ability and in the best interests of the Company. This also includes your responsibility to always better yourself and improve your skills.
Act or make decisions carefully based on reasons that you, in good faith, believe to be adequate, and be ready to take responsibility for your action or decisions.
|3)||Fairness and Integrity
Treat others without prejudice, and with fairness and integrity.
Conduct business with good intentions with supporting documentation that can be verified.
|5)||Creation of Long-term Value to Stakeholders
Do everything you can to help the Company grow. Create value for Stakeholders and help the Company achieve the Five Business Goals of growth, prosperity, stability, sustainability, and dignity. Do not do anything that might compromise these values.
|6)||Promotion of Best Practices
Create and choose the best and proper practices for each task.
|2.1||PTTEP endorses the Shareholders’ exercise of basic rights such as the right of share ownership registration, the right of share ownership transfer, the right to receive significant information and communications from PTTEP in a regular and timely manner, the right to attend and cast votes in Shareholders’ Meetings, the right to appoint or dismiss the Company’s Directors, and the right to a share of profits.|
|2.2||PTTEP conscientiously abides by the laws and rules concerning the Shareholders’ right to make a decision or right to be informed about any decision made by PTTEP Group in regard to the fundamentals of PTTEP Group, such as any change in the Company’s memorandum or articles of association, approval for a capital increase, or any extraordinary transaction such as a transfer of any significant assets.|
|2.3||PTTEP gives Shareholders the right to make important decisions in regard to governance, such as the nomination or appointment of a Director, or in regard to the Company’s Director remuneration policy.|
|2.4||PTTEP does its utmost to facilitate the Shareholders’ exercise of rights to attend Shareholders’ meetings and cast votes. Shareholders have an equal right to cast votes based on the number of shares held (on a one vote per share basis). PTTEP also ensures that Shareholders are provided with full details concerning the rules and regulations used in meetings, including the voting process. PTTEP permits Shareholders to ask questions about agendas, and receive full explanations from the Directors and Executives. PTTEP gives Shareholders the chance to propose meeting agendas in advance, and facilitates the process of allowing another person or a PTTEP independent Director to cast votes for them by proxy. PTTEP posts information about Shareholders’ meetings on its website one month before the scheduled meeting date. Important issues addressed in meetings, such as PTTEP business and resolutions passed, are accurately recorded in the minutes of the meeting, which is communicated to Shareholders after it is published via the Stock Exchange of Thailand’s information disclosure system.|
|2.5||PTTEP acknowledges the rights of Shareholders who wish to gain corporate control and conscientiously abides by the laws related to securities trading aimed to gain corporate control. PTTEP is careful not to undertake or permit any irregular transactions that might be considered assets transfers, nor to obstruct the gain of corporate control by using unlawful anti-takeover prevention measures. The PTTEP Group attaches great importance to the accurate and timely disclosure of information to allow Shareholders and Stakeholders to be informed about any changes that might happen.|
|2.6||PTTEP respects the rights of Shareholders to align their voting preferences with any individual who persuades, guides or generally acts in any way to urge the shareholder to give that individual (or another individual) the power to attend a Shareholders’ Meeting and cast votes on the Shareholder’s behalf. Such persuasion, guidance or action must be done legally.|
|2.7||PTTEP oversees its investment activity in order to obtain suitable and fair returns, operates responsibly and protects its assets and financial security. The Company also strives to improve the operations of the PTTEP Group in order to ensure stability and sustainable growth.|
|3.1||PTTEP has issued ordinary shares. Shareholders have equal rights based on the number of shares held and the one-share, one-vote principle. An amendment to the voting right must be approved at a Shareholders’ Meeting. If there is an issuance of new shares, the new shares will also be offered to existing Shareholders to prevent the dilution effect, unless this cannot be done due to necessity.|
|3.2||PTTEP ensures equal treatment of Shareholders during the procedures involved in holding Shareholders’ Meetings and conducts a simple voting process that Shareholders can understand. Shareholders’ Meeting notices are sent to all Shareholders, and information about scheduled meetings is published on the PTTEP website in advance to ensure that foreign Shareholders can access the information easily and quickly and have enough time to review any relevant information.|
|3.3||PTTEP requires that PTTEP Directors, Executives, and Employees reveal any transaction over which a conflict of interest might arise. If they have their own interest in any transaction or issue, they must refrain from involvement in the matter. This is to reassure Shareholders that PTTEP operations are conducted on an equal basis and in the best interests of PTTEP.|
|3.4||PTTEP requires PTTEP Directors, Executives, and Employees not to use or reveal any internal information that has not been revealed to the public, or that is central to the changes in securities’ prices, for their own benefit or the benefit of those involved.|
The PTTEP Group acknowledges the importance of Stakeholders and holds out the following considerations to the various groups of Stakeholders:
Customers are provided with a product and/or service in line with the specifications stated in the purchase or service contract. The product or service is of high quality, is safe and has been developed through an analytical method conducted by experts in terms of its properties, technology, and environmental impact, etc.
Employees are encouraged to improve their skills and abilities to ensure the highest operational efficiency. Employees are provided with suitable and fair hiring conditions and a meritocratic system of advancement within the Company. The Company ensures a safe work environment that is in line with accepted standards. PTTEP listens to Employees’ opinions, trusts them and treats them fairly as individuals and as the most important asset in its business. The PTTEP Group supports ethical and talented Employees and respects Employees’ privacy.
The PTTEP Group complies with all relevant laws, criteria, rules and regulations in the jurisdictions in which it operates, maintains professional and cordial relationships with government agencies, is a good corporate citizen, and files tax accurately.
The Company collaborates with partners in a professional and transparent manner for its mutual best interest under joint venture contracts, conditions or requirements mutually established.
|4.5||Society, Community and the Environment
The PTTEP Group conducts itself as a good and responsible corporate citizen, and focuses on maximizing benefits from petroleum resources development in a sustainable manner. To this end, the Company complies fully with all relevant standards concerning safety, security, health and the environment to prevent any consequences that might result in the loss of lives and/or property of personnel, society, community or damage to the environment.
The PTTEP Group treats suppliers/contractors equally and fairly in line with mutually established contracts. The Company uses clear, transparent and fair selection processes and keeps the best interests of the Company in mind at all times.
The PTTEP Group treats lenders fairly according to the debt hierarchy and in line with the relevant contract and the law. The Company has good relationships with lenders, pays debts under obligation, complies with the stated criteria related to the maintenance of its financial status and ensures that the PTTEP Group operates in a transparent and efficient manner in order to build confidence among lenders.
The PTTEP Group competes fairly and treats competitors equally, respectfully and professionally. The Company respects and complies with the laws related to trade competition everywhere it does business.
|4.9||Local Culture and Tradition
The PTTEP Group shows proper respect toward local culture and traditions. Any Director, Executive, Employee, or anyone who acts on behalf of the Company must not act in any way that is disrespectful toward the local traditions and culture of any area where it does business.
The PTTEP Group upholds and complies with human rights principles as well as principles in other areas. Overall, the Company abides by four principles, i.e., human rights, labour, environment, and anti-corruption in line with the United Nations Global Compact.
Information is communicated via channels that can be widely and equally accessed such as the Company’s website, which is updated regularly to build confidence among Shareholders and Stakeholders. The PTTEP Group’s Investor Relations Unit is responsible for communicating information to investors. The PTTEP Group meets with investors and analysts on a regular basis, and meeting schedules are specified in its annual plans. This is to foster a proper understanding of the operations and image of the PTTEP Group. The Company’s financial statements are audited by the Office of the Auditor General of Thailand, its external independent auditor. The Company’s Internal Audit Unit, which reports directly to the Audit Committee, examines the adequacy of PTTEP’s internal control system. This is to evidence the transparency of its operations. The appointment, transfer or dismissal of the Company’s Head of the Internal Audit Unit requires approval from the Company’s Audit Committee.
Structure of the Board of Directors
PTTEP employs a One-Tier System to structure the Board of Directors. The Board is comprised of no more than 15 members. Independent Directors must account for at least half of all Directors. There must be at least three Directors who are outsiders from the private sector. There is one Executive Director who is Chief Executive Officer. All Directors must have the required qualifications and must not be otherwise disqualified according to the law and regulations. Directors must be approved by the Nominating Committee.
PTTEP Independent Directors must annually review and certify their independence. Independent Directors are PTTEP Directors who meet the qualification criteria and do not have any questionable characteristics prohibited by law. They must also have additional qualities as stipulated by the PTTEP definitions below, which are stricter than the law.
|1)||An Independent Director must hold no more than 0.5% of all the voting shares of PTTEP and its parent company, subsidiaries, affiliates, major Shareholders or controlling individuals/entities. An Independent Director's shares must include those held by persons related to that Independent Director.|
|2)||An Independent Director must not be nor ever have been a director who is involved with management, an employee, a salaried adviser or a controlling individual of PTTEP, its parent company or any of its subsidiaries, affiliates, peer companies under the same parent company, major Shareholders or controlling individuals/entities. An exception is made in the case of a candidate who used to hold one of the positions mentioned above but left it at least two years prior. An individual who was a civil servant of or an adviser to a government agency that was a PTTEP major shareholder or controlling entity is not forbidden from being a PTTEP Independent Director.|
|3)||Independent Directors must not have familial (blood ties or legal) relations to individuals such as a parent, spouse, sibling, child, spouse of the child of another Director, an Executive, a major Shareholder, a controlling individual or an individual who is about to be nominated as a Director, an Executive or a controlling individual of PTTEP or any of its subsidiaries.|
|4)||Independent Directors must not have nor have ever had a business relationship with PTTEP, its parent company or any of its subsidiaries, affiliates, major Shareholders or controlling individuals/entities in a manner that might obstruct their independent use of discretion. In addition, they must not be nor have ever been a significant Shareholder or a controlling individual of an entity having a business relationship with PTTEP, its parent company or any of its subsidiaries, affiliates, major Shareholders or PTTEP controlling individuals/entities. An exception is made in the case of a candidate who used to have such a relationship or hold one of the positions mentioned above but ended it or left it at least two years prior.
The 'business relationship' in the previous clause includes any routine commercial transactions conducted as part of business, real estate leasing, transactions related to assets or services, offers or receipts of financial aid by receiving or providing loans, acting as guarantor, offering assets as a surety for a debt as well as any similar action as a result of which PTTEP or the counterpart has a debt obligation to the other party in the amount of three percent or more of PTTEP's net tangible assets, or in the amount of twenty million baht or higher, whichever is lower. The calculation of the debt obligation should be based on the value calculation method for related transactions specified in the notification of the Capital Market Supervisory Board on the criteria for related transactions, with necessary changes made. In calculating the debt obligation, any debt occurring within the year prior to the date when the business relationship with the individual commences must be included.
|5)||An Independent Director must not be nor ever have been an auditor of PTTEP, its parent company or any of its subsidiaries, affiliates, major Shareholders or controlling individuals/entities. In addition, he/she must not be a significant Shareholder, a controlling individual or a partner of the audit firm where the auditors of PTTEP, its parent company, or any of its subsidiaries, affiliates, major Shareholders or controlling individuals/entities work. An exception is made in the case of a candidate who used to hold any of the positions mentioned above but left it at least two years prior.|
|6)||An Independent Director must not be nor ever have been a provider of any professional service (including services as a legal or financial adviser) who receives compensation to the amount of over two million baht per year from PTTEP, its parent company or any of its subsidiaries, affiliates, major Shareholders or controlling individuals/entities. In addition, he/she must not be a significant Shareholder, a controlling individual or a partner of a provider of such professional services. An exception is made in the case of a candidate who used to hold any of the positions mentioned above but left it at least two years prior.|
|7)||Independent Directors must not own businesses that are in the same industry and significant competition to the business of PTTEP or any of its subsidiaries. They must not be significant partners in a limited partnership or directors who are involved in management, employees, salaried advisers or own more than one percent of all voting shares of another firm that runs a business that is in the same industry as and is in significant competition with the business of PTTEP or any of its subsidiaries.|
|8)||An Independent Director must not be appointed as an agent of another PTTEP Director, a major PTTEP Shareholder or a PTTEP Shareholder connected with a major PTTEP Shareholder.|
|9)||An Independent Director must not have any other characteristics that might hinder the free expression of their opinions about PTTEP operations.|
After being appointed an Independent Director who meets the nine criteria stated above, the Independent Director might be tasked by the Board of Directors with making decisions in regard to the operations of PTTEP, its parent company or any of its subsidiaries, affiliates, peer companies under the same parent company, major Shareholders or controlling individuals/entities. They must be able to make collective decisions.
The definitions in regards to Independent Directors are in line with the regulations of definitions in the notification of the Capital Market Supervisory Board on the issuance and offering of securities.
Structure of The Board of Directors considers the diversity in various aspects of any gender, race, or any other differences. This in order to have a appropriate and balance structure that contains expertise with skills, knowledge, experience in various fields that necessary for petroleum exploration and production business. Moreover, diversity of the Board is reviewed regularly in order to ensure the appropriateness and balance of each required fields to be consistent with the state of business change.
Consecutive Terms and Limit on the Number of Listed Companies in which a Director Holds a Position
PTTEP allows each Director or Independent Director to serve on the Board for no more than nine consecutive years. Any Director who has served on the Board for nine years will not be considered for another term.
PTTEP allows a Director to serve in a director position for no more than three listed companies.
Retirement of Director
The PTTEP Director must have all the required qualifications, must not have any undesirable characteristics prohibited by law and must not be older than 70 years of age. When a Director turns 70, he/she is no longer permitted to serve as a PTTEP Director and is required to inform PTTEP about his/her retirement in writing.
6.2 Selection of Directors and Chief Executive Officer
The Company's Nominating Committee seeks PTTEP Directors in line with the Good Corporate Governance Principles of the PTTEP Group. The Committee will first consider candidates with the skills, experience, profession and specific qualifications that complement those of the other members of the Board and are necessary for the PTTEP Group's petroleum exploration and production business. This is done to attain a Board of Directors that will bring the greatest benefits to the PTTEP Group. The potential of a conflict of interest that might arise from any PTTEP Director is also considered.
When there is a vacancy on the Board of Directors, the Company's Nominating Committee is tasked with seeking and nominating people who are qualified to be a Director. The Committee looks for candidates from the list of those serving on state enterprise boards compiled by the State Enterprise Policy Office and based on the opinions of major Shareholders. The Committee also considers those nominated by small Shareholders to be Directors at Shareholders' Meetings in line with the criteria set by PTTEP. PTTEP Directors need to review and certify their qualifications annually.
The election of PTTEP Directors to replace Directors that have completed their term must be approved at an Annual General Shareholders' Meeting. Each candidate must receive a majority of votes from attending and voting Shareholders. In the event that the number of candidates exceeds the number of Directors to be selected, PTTEP's Articles of Association dictates that candidates are ranked based on the number of votes received, and those with the highest votes are chosen to fill the number of available vacancies. PTTEP gives Shareholders the right to nominate Director candidates before an Annual General Shareholders' Meeting, where Shareholders are informed in advance.
In the election of a replacement for a PTTEP Director who leaves his/her post without completing their term, the Board of Directors might elect a replacement to fill the vacancy in line with the Company's Articles of Association. The replacement Director must have approval from at least three-quarters of the remaining Directors. The replacement Director will serve on the Board during the remainder of the term of the leaving Director.
In selecting the Chief Executive Officer of PTTEP, the Company's Nominating Committee will screen candidates and then nominate approved candidates to the Board. The Board will then appoint the chosen candidate based on their leadership, skills, experience, profession and specific qualities in various aspects.
6.3 Roles of the Board of Directors and Management
Segregation of Duties between the Board of Directors and Management
The Board of Directors and Management have different important roles. The PTTEP Board of Directors oversees and appoints high-level Executives to manage the operations of the PTTEP Group, follows up on and evaluates the performance of Management to ensure the highest benefits for the PTTEP Group, and ensures that operations are carried out to achieve the stated goals. The Board's task is oversight. It is not involved with day-to-day operations, which are the Management's responsibility. In this manner, there is a balance between the role of oversight and the role of carrying out day-to-day tasks. Management is responsible for managing operations in line with the guidelines set or assigned by the Board. Management must also report the results of operations to the Board regularly.
Segregation of Duties between the Chairman and President and Chief Executive Officer
The PTTEP Chairman and the PTTEP President and Chief Executive Officer are selected from members of the PTTEP Board of Directors. The selection of the Chairman is prioritised from Independent Directors. The Chairman, who is the policy leader, is not the same person as the President and Chief Executive Officer, who is the Management leader. The Chairman is not involved in day-to-day operations. In this manner, there is a clear separation of the duties and responsibilities, which leads to a balance of power in operations. The PTTEP Chairman's duties and responsibilities are as follows:
|(1)||Supervise the Board to perform its duties with efficiency, in accordance with Board Performance Target, shareholder's expectations, and independency from the management.|
|(2)||Determine agendas for the Board's meetings.|
|(3)||Be the Chairman at the Board's and Shareholders' meeting and ensure that all of the Company's directors carry out their duties as stipulated in the CG&BE, and promote CG&BE as the Company's culture.|
|(4)||Support and ensure constructive relations between directors and management.|
The PTTEP Chief Executive Officer, by contrast, is responsible for running the Company within the framework of the power authorised by the Board as stated in the Company's regulations.
Important Roles of the Board of Directors
The PTTEP Board of Directors has the following important roles:
|1)||Policy and Business Direction Determination
The Board makes decisions in regards to operational policies, visions, missions, values, plans, budgets and strategies employed to improve the Company in accordance with, and in response to changing business conditions. The Board also gives advice to Management regarding operations in order to achieve PTTEP's ultimate goals, namely growth, prosperity, stability, sustainability and dignity.
|2)||Good Corporate Governance and Business Ethics
The PTTEP Board of Directors requests that there be a Good Corporate Governance and Business Ethics guide for the PTTEP Group so that Directors, Executives and Employees of the PTTEP Group can use the document for guidelines in ensuring that the Group's operations are up to standard, transparent, efficient, ethical and auditable. Stakeholders are treated fairly according to their rights in order to build confidence and public acceptance. The Corporate Governance Unit has been tasked with overseeing this matter.
Business Ethics of the PTTEP Group covers various issues related to efficient and ethical operations and comprises principles, guidelines, examples, questions and answers, and suggestions for further study. As Business Ethics constitutes PTTEP's Code of Ethics under Chapter 279 of the Constitution of the Kingdom of Thailand B.E. 2550 with which Directors, Executives and Employees must comply, the document must be stringently complied with.
|3)||Internal Control and Internal Auditing
The Board of Directors acknowledges the importance of an internal control system and internal auditing. The Board ensures that the PTTEP Group has an internal control system that is efficient and in line with an acceptable level of risks. They assign the Audit Committee and the Internal Audit Unit to regularly audit and follow up on the results of internal control and report directly to the Audit Committee. This is to ensure that the PTTEP Group has achieved its goals in operating, reporting, and complying with the applicable laws, rules and regulations, as well as building confidence among Executives, investors and the Company's other Stakeholders. PTTEP has an internal control system that meets international standards. The Company ensures that there is an appropriate control environment, assessment of risks that might affect its objectives, efficient control activities, and an effective and reliable internal and external communication system. Moreover, there are ongoing monitoring activities and separate evaluations on its internal control systems.
The PTTEP Board of Directors is responsible for ensuring the effective management of risks that may hinder the achievement of the Company's strategic goals. The Risk Management Committee has been tasked with establishing policies and a framework for risk management, overseeing, and supporting the PTTEP Group's efficient risk management. The Committee also reviews significant risks at both the corporate and project levels, sets operational plans, follows up on, evaluates and continuously improves the plans in order to reduce the risks to an acceptable level. The Committee regularly and promptly reports the results of risk management to the Company's Board of Directors.
|5)||Conflict of Interest Prevention
The Board of Directors has set up management tools to ensure that business management is efficiently and transparently carried out in the best interests of the PTTEP Group. The Board ensures that there is no conflict of interest in managing the Company in the following manner: if a Director, Executive or Employee has a conflict of interest in any issue, that person must not participate in the issue or will abstain from considering or voting on it. The Board also demands that any conflict be completely declared by that person. This issue is included in Business Ethics, which Directors, Executives and Employees can use as ethical guidelines in doing business.
The Board of Directors places great importance in the matter of full compliance with all applicable rules and regulations in the various jurisdictions the PTTEP Group does business in, and encourages the PTTEP Group to have efficient compliance oversight and proper compliance risk management. This is an important mechanism to ensure that the PTTEP Group's operations are carried out accurately and carefully. The Board also supports the Company in carrying out strategic plans and achieving its business goals. The PTTEP Board of Directors tasks the Compliance Unit with overseeing this matter.
6.4 Authority and Responsibilities of the Board of Directors
In order for PTTEP Directors to play their role clearly and efficiently, and to achieve the PTTEP Group's ultimate goals of "growth, prosperity, stability, sustainability and dignity", the Board of Directors has stipulated that the following matters are under the authority of the PTTEP Board of Directors. Note: these matters are in accordance with relevant laws, the Company's objectives and Articles of Association, the resolutions passed by the Shareholders and the Board of Directors, and the principles of accountability, fiduciary duty and the duty of care.
|(1)||The Board ensures that operations are carried out in accordance with Good Corporate Governance and Business Ethics of the PTTEP Group. The Directors are leaders and must set a good example in complying with, giving advice, communicating and educating Good Corporate Governance and Business Ethics of the PTTEP Group. The Directors must also promote knowledge and understanding about the practices in this document to the PTTEP Group’s personnel, and act as role models for other organisations.|
|(2)||The Board of Directors reviews and approves the visions, missions and values of the PTTEP Group to ensure that they will be realised efficiently.|
|(3)||The Board of Directors considers and approves of the PTTEP Group's strategic plans, business directions, targets, workforce structure, and other significant operations, including regulary monitoring and reviewing operation results to ensure that they are in line with the Company's strategy, operational directions, targets, and policies as planed. The Board emphasizes on mobility and applicability to allow the management to effectively manage the business, while considering impacts on safety, security, health, environment, innovation and technology, as well as responsibility to the society|
|(4)||The Board of Directors ensures that there are adequate internal controls as well as regulations, clear and appropriate processes, a standardized and reliable accounting and financial reporting system, appropriate and adequate risk management, efficient compliance oversight and regular follow-ups.|
|(5)||The Board of Directors reviews and approves significant transactions that create obligations for the PTTEP Group in line with relevant laws and PTTEP's rules, policies, regulations or operational authority.|
|(6)||The Board of Directors reviews conflict of interest cases carefully and transparently, and informs PTTEP about its own stakes and those of related individuals. The Board also prevents any misappropriation of corporate assets and inappropriate transactions with individuals connected with the Company.|
|(7)||The Board of Directors sets clear and appropriate regulations, ensures that there are financial reports that are trustworthy and up to appropriate standards, that there is an efficient internal control system and appropriate risk management.|
|(8)||The Board of Directors ensures that audits are performed effectively by internal and external auditors.|
|(9)||The Board of Directors ensures that communication and the disclosure of information about various issues to Stakeholders is accurate, complete and prompt.|
|(10)||The Board of Directors ensures that all Stakeholders are treated fairly and equally.|
|(11)||The Board of Directors approves and appoints experts in various professions to positions so that they can provide in-depth information or make decisions for PTTEP on any issues that have significant impacts on the PTTEP Group's businesses, financial status or reputation.|
|(12)||The Board of Directors reviews and approves the Board's performance targets and evaluates the performance of itself, the Chairman and each Sub-Committee.|
|(13)||The Board of Directors reviews and approves the President and Chief Executive Officer's performance agreement, and President, Exploration and Production's performance agreement, evaluates their performance and sets their compensation in accordance with their performance. In addition, the Board ensures that PTTEP has efficient processes in place for evaluating the performance of high-level Executives.|
|(14)||The Board of Directors appropriately authorises the Chief Executive Officer to manage the operations of the Company to be in line with the Company's strategic plans, business directions, goals and policies, and ensures that there is appropriate oversight and efficient monitoring and evaluation.|
The PTTEP Directors are allowed, as is necessary and appropriate, to request documents, advice and services related to the Company's operations from Executives, as well as experts from external independent advisers. PTTEP is responsible for expenses incurred from such actions.
(1) Meeting Schedules
The Board of Directors sets meeting dates for each year in advance so that the Directors can arrange their time to attend. Usually, the Board meets once a month and holds additional meetings to discuss important issues as necessary. In addition, the Board holds at least one meeting a year without the involvement of Management. The Independent Directors hold at least four meetings a year to provide suggestions and opinions in important matters that might be beneficial to the Company, Shareholders and small Shareholders. This will help the Board undertake its duties more efficiently. The results of such meetings are reported to the Chief Executive Officer, and President, Exploration and Production.
(2) Meeting Agendas
The Chairman and Chief Executive Officer, the President, Exploration and Production, and the Corporate Secretary jointly set meeting agendas as required by the business. Each PTTEP Director is allowed to propose important issues to be included in agendas.
Meeting information must be prepared using the correct format dictated by the Company. It must be completely adequate to be used in decision-making, specify details about each proposed issue, and be submitted to the PTTEP Directors at least seven days before a scheduled meeting date to allow Directors sufficient time to study it and prepare for the meeting. However, information about any issue that cannot be disclosed in writing will be discussed in the meeting. The Directors must keep meeting information confidential in order to prevent leakage of information related to the PTTEP Group, and only use it carefully within the framework of their duties and responsibilities.
(3) Meeting Attendance, Quorum and Protocol
Each PTTEP Director must attend every meeting. If they are unable to attend a meeting, they must inform the Company in writing. Any PTTEP Director that misses three meetings consecutively without appropriate reasons will be dismissed from being a PTTEP Director. The Company will report the meeting attendance of each Director in the Company's annual report.
At each PTTEP Board meeting, at least half of all Directors are needed to form a quorum. In order to pass a resolution on an agenda item, there must be a quorum of Directors in the meeting room, and a majority of votes of the attending Directors is needed. If any Director protests against a resolution passed, their protest must be recorded in the meeting minutes.
During the Meeting, the PTTEP Chairman sets the time for each proposed issue and the discussion about it, gives each Director a chance to participate, and encourages them to freely express their opinions. He collates opinions expressed and summarises the resolutions passed by the Board. Each Director has the duty and freedom to ask questions about, express opinions about, or support or protest against an issue in the best interests of the Shareholders and Stakeholders. In the event that a Director has a stake in any issue on the agenda, they must proceed as follows:
|(1)||Inform the Chairman or those in attendance immediately that they or individuals related to them hold a stake in an issue on the agenda.|
|(2)||Abstain from expressing an opinion and voting on the issue and leave the meeting room when the issue is discussed to allow the other Directors to express their opinions freely. An exception can be made if the other Directors vote unanimously to allow the Director to stay in the meeting room to provide information on the issue so that the Board can deliberate on the issue thoroughly. However, the Director is not allowed to vote or make a decision on the issue.|
|(3)||During the meeting, the Board has the power to see or examine related documents and ask the Management, individuals related to the issue, or any individual it sees fit, to attend the meeting to provide additional information.|
(4) Resolutions and Meeting Reports
Resolutions passed by the Board come into effect immediately unless the Board states otherwise. The Corporate Secretary must submit a copy of the meeting report to every Director within 14 days of the meeting date so that they can review it for accuracy, and the report can be approved at the next meeting. The Meeting's Chairperson is required to sign the report after it is approved. The report records the opinions expressed, the questions asked and the explanations given clearly and completely, and is stored securely to be used as a reference later.
6.6 Establishment of Sub-Committees
The PTTEP Board of Directors appoints PTTEP Directors with appropriate expertise as members of the five sub-committees, namely (1) the Audit Committee, (2) the Remuneration Committee, (3) the Nominating Committee, (4) the Risk Management Committee and (5) the Corporate Governance Committee. These Committees, in line with the Company's regulations, study, give suggestions about and screen the details of the tasks within the scope of each sub-committee's responsibility. The qualifications, length of service, duties and responsibilities of each sub-committee are clearly defined in the sub-committee's regulations. Sub-committees must regularly submit reports of their meetings to the Board for consideration or acknowledgement as the case requires, and report their performance in the past year to Shareholders in the Company's annual report. If the need arises, the PTTEP Board of Directors can establish an additional sub-committee as appropriate, but the establishment requires approval at a Shareholders' meeting.
(1) Audit Committee
The PTTEP Audit Committee comprises at least three members, all of whom are independent. The Committee has duties and responsibilities as defined by the Regulations for the Audit Committee. At least one member of the Audit Committee must possess adequate experience in or knowledge of finance and accounting to audit the reasonable assurance of financial statements.
(2) Remuneration Committee
The PTTEP Remuneration Committee comprises at least three members. The Committee's Chairperson and the majority of its members must be independent. The Committee has duties and responsibilities as defined by the Regulations for the Remuneration Committee.
(3) Nominating Committee
The PTTEP Nominating Committee comprises at least three members. The Committee's Chairperson and the majority of its members must be independent. The Committee has duties and responsibilities as defined by the Regulations for the Nominating Committee.
(4) Risk Management Committee
The PTTEP Risk Management Committee comprises at least three members, one of whom is independent. The Committee has duties and responsibilities as defined by the Regulations for the Risk Management Committee.
(5) Corporate Governance Committee
The PTTEP Corporate Governance Committee comprises at least three members, all of whom are independent. The Committee has duties and responsibilities as defined by the Regulations for the Corporate Governance Committee.
6.7 Performance Appraisal
(1) Performance Evaluation of the Board of Directors, Sub-Committees and the Chairman of the Board of Directors
The PTTEP Board of Directors must evaluate its performance annually in line with the Board Performance Target and the Performance Evaluation Form. Both of them carry equal weight in evaluation and are used as the framework for evaluating the Board's performance and accomplishments, and problems and difficulties that occurred during the previous year. The Performance Evaluation Form consists of the following evaluations:
|(1.1)||Self-evaluated Personal Performance Evaluation|
|(1.2)||Peer-evaluated Personal Performance Evaluation|
|(1.3)||Board Performance Evaluation|
|(1.4)||Sub-Committee Performance Evaluation|
|(1.5)||Board Chairman Performance Evaluation|
The PTTEP Board of Directors tasks the Nominating Committee with creating the Performance Evaluation Form, and proposing the Board Performance Target to the PTTEP Board of Directors. PTTEP summarises the performance evaluation results for the PTTEP Board of Directors and publishes them in the annual report. The Board also improves operational efficiency based on suggestions from evaluation results.
(2) Performance Evaluation of the Chief Executive Officer, the President, Exploration and Production
The PTTEP Board of Directors requires that a performance evaluation of the PTTEP and Chief Executive Officer, the President, Exploration and Production be carried out annually. The Remuneration Committee is tasked with evaluating the performance of the Chief Executive Officer, the President, Exploration and Production in line with the Performance Evaluation Form created by the Nominating Committee, and using the Performance Agreement determined by the Corporate Key Performance Indicators (KPIs) for the year. This is to ensure that a system of checks and balances is in place and the performance of the Chief Executive Officer and the President, Exploration and Production can be measured to see if short-term and long-term goals are achieved.
6.8 Remuneration for Directors and Determining Remuneration for Executive Officers
The PTTEP Board of Directors and sub-committees are compensated with a monthly salary, a meeting attendance fee and a bonus in accordance with the resolutions passed at Shareholders' meetings. The Remuneration Committee annually reviews compensation based on the appropriateness and the performance of the PTTEP Group, the Company's Board of Directors and sub-committees, and the practices and scope of responsibilities of listed firms in the same industry. The compensation of each Director is disclosed in the Company's annual report. Board or committee members involved in Management, namely the Chief Executive and those below them, who serve on specific committees, are not compensated for their service.
High-level Executive Compensation Determination
The Remuneration Committee establishes the criteria or method for establishing the salary structure for PTTEP high-level Executives based on the criteria, method, compensation rates and results of surveys on compensation in leading firms in the petroleum industry, and a comparison of the relevant duties and responsibilities. The form of payment is tailored to ensure that it could attract their interest and reflect their performance both short-term and long-term.
The Chief Executive Officer and the President, Exploration and Production decide whether the compensation for each Executive is appropriate in an annual compensation adjustment for high-level Executives. The President and Chief Executive Officer makes decisions based on an individual's performance and PTTEP's performance, as well as the achievement of the pre-determined goals for each unit or function group.
In the annual report, PTTEP discloses the compensation as well as the number of securities held by each of its high-level Executives to promote transparency and the PTTEP Group's practice of Good Corporate Governance.
6.9 Board Performance Improvement
Orientation for New Directors
|(1.1)||New Directors are given information from the Chief Executive Officer, the President, Exploration and Production and PTTEP high-level Executives, summarising the nature of the Company’s business, business directions, knowledge and techniques of petroleum exploration and production, relevant rules and regulations, Good Corporate Governance and Business Ethics of the PTTEP Group, and any information that is necessary and beneficial for the efficient performance of a Director.|
|(1.2)||New Directors are given a copy of the PTTEP Director’s Manual, which contains essential information such as strategic plans, relevant rules and regulations, and the practices of Good Corporate Governance and Business Ethics of the PTTEP Group, which will be beneficial to the performance of their duties. The PTTEP Director’s Manual is updated regularly so that it can be used as a reference when Directors undertake their duties.|
|(1.3)||New Directors visit the PTTEP Group's facilities as appropriate so that they can better understand the business. The visits are also beneficial to the performance of a Director's duties.|
The Director who is also appointed Chairman of the Board also attends lectures on how to perform the Chairman's duties efficiently and how to hold Board and Shareholders' meetings.
PTTEP wants its Directors to continually seek knowledge and understanding about the business and their duties by encouraging and helping Directors to attend various training courses regularly, which will be beneficial to the performance of their duties. PTTEP is responsible for training expenses incurred. The Company also regularly holds lectures and presentations that are beneficial to the performance of Directors in undertaking their duties, in order to help them continuously develop themselves. The Company also regularly informs Directors about their responsibilities under the law and good practices under Good Corporate Governance to improve their knowledge and understanding.
The Board of Directors must evaluate its performance annually in line with the Board Performance Target and the Performance Evaluation Form. Both of them carry equal weight in evaluation and are used as the framework for evaluating the Board's performance and accomplishments, and problems and difficulties that occurred during the previous year.
The PTTEP Board of Directors tasks the Nominating Committee with creating the Performance Evaluation Form, and proposing the Board Performance Target to the PTTEP Board of Directors. PTTEP summarises the performance evaluation results for the PTTEP Board of Directors and publishes them in the annual report. The Board also improves operational efficiency based on suggestions from evaluation results.
PTTEP provides indemnity to Directors who act in accordance with their power, duties and responsibilities. Their action must not be fraudulent or corrupt and must not fall under the categories of wilful omission to act, or gross negligence. This indemnity is provided to ensure that the Directors perform their duties to the best of their ability. It covers all types of litigation both in Thailand and overseas, and lasts until the statute of limitations of the concerned lawsuit or accusation expires.
Right to Access Information and Executives, and Right to Hire External Adviser
The PTTEP Board of Directors has the right to request that a high-level Executives appear before the Board to provide an explanation or give details or an additional report. If opinions from an external adviser are deemed necessary, the Board also has the right to appoint an external adviser who will provide information and give opinions in regard to the Board's performance of duties. Any expenses incurred will be borne by PTTEP.
6.10 Code of Conduct of the Board of Directors
Besides setting examples for others in complying with Good Corporate Governance and Business Ethics of the PTTEP Group, Directors are expected to undertake duties under the highest ethical standards. They must act or undertake duties with integrity and care for the best interests of the Company and Stakeholders. The Directors’ Code of Conduct is as follows:
|1)||A Director must perform duties in accordance with the law, PTTEP's objectives and regulations and Shareholders' resolutions, Good Corporate Governance and Business Ethics of the PTTEP Group, and the Directors' Code of Conduct.|
|2)||A Director must oversee operations in the best interests of Stakeholders, now and in the future, and protect the reputation of the PTTEP Group.|
|3)||A Director must oversee operations with integrity, must not be biased by any political influence, and must remain strictly non-partisan.|
|4)||A Director must not hold a stake in any organisation that does business with the PTTEP Group, or in an organisation that competes directly or indirectly with the PTTEP Group.|
|5)||A Director must oversee operations in a manner that avoids any conflict between their own interests and that of the PTTEP Group. This is to ensure that the Director's oversight is transparent and effective. To avoid a conflict of interest, a Director must abide by the following rules:|
|5.1)||A Director must not exploit their position as a Director for their own benefit.|
|5.2)||A Director must not misuse the Company's intelligence. When they are no longer a Director, they must not disclose any proprietary information or documents of the PTTEP Group.|
|5.3)||A Director must not be a Director in a PTTEP Group competitor.|
|5.4)||A Director must not have a personal stake in a contract entered into by the PTTEP Group.|
|5.5)||A Director must not accept a gift, representation or other benefits. In the event that refusal to accept is not appropriate, or the item cannot be returned to the giver, the Director must report them as indicated in Business Ethics of PTTEP Group.|
|5.6)||A Director must oversee operations with care and must not create an obligation that might later come into conflict with their duties.|
|5.7)||A Director must not directly or indirectly gain inappropriate benefits from doing their work.|
|5.8)||A Director must perform their duties, including when attending Board Meetings, to the best of their ability and in the best interests of the PTTEP Group.|
|5.9)||A Director must not be the owner or a significant shareholder of any business that is in the same industry as, competes with, or has a business relationship with PTTEP, either for their own or others' benefits. In addition, the Director must not have a family member who is a director or a shareholder of such a business.|
|5.10)||A Director must not act in any way or manner that has negative effects on the Company or benefits any individual or juristic person, either for their own or others' benefits.|
6.11 Corporate Secretary
The Corporate Secretary plays an important role as an efficient coordinator, coordinating internally between parties such as the Chairman and the Chief Executive Officer, the President, Exploration and Production or Management, and coordinating externally between parties such as between PTTEP, Shareholders and regulatory authorities. The Corporate Secretary is appointed by the Board of Directors and also serves as the Secretary to the Board. The Corporate Secretary is responsible for giving advice to the Board of Directors and Executives on the laws and regulations with which the Company must comply. The Corporate Secretary also provides information about situations related to Good Corporate Governance, ensures that the work of the Board of Directors and sub-committees is carried out smoothly and efficiently in accordance with the applicable laws and regulations, and Good Corporate Governance and Business Ethics of the PTTEP Group. The Corporate Secretary is responsible for holding the Board, sub-committee and Shareholders' Meetings. He/she also prepares and stores PTTEP Group's important documents such as agendas, Board and Shareholders' Meeting reports, the Annual Information Presentation Form, annual reports, Director registration, and reports concerning information to regulatory authorities. The Corporate Secretary also holds orientations for new Directors and promotes knowledge and understanding of Good Corporate Governance and Business Ethics of the PTTEP Group to Directors, Executives and Employees.
Section 3 : Business Ethics of the PTTEP Group
The PTTEP Group will comply with all laws, rules and regulations applicable to the Group's work responsibilities, and respect local customs and cultures in every country in which PTTEP does business.
Guidelines for Good Practice
Compliance with Applicable Laws, Regulations and Rules
|1.||Understand and comply with all laws applicable to the PTTEP Group's operations in the locations in which PTTEP does business.|
|2.||Understand and comply with all rules, regulations, codes and procedures as well as the PTTEP Group's internal policies and orders applicable to your work responsibilities.|
|3.||Understand and conduct your work in accordance with the authority outlined in the Delegation of Authority and Signature Authorisation Handbook.|
|4.||Do not give assistance to or support any conduct considered an evasion or violation of laws, rules, regulations, codes, procedures, internal policies and Company orders applicable to the PTTEP Group's business operations.|
|5.||In the event of any action done by external parties who act on behalf of the PTTEP Group, or entering into the agreement with any person on behalf of the PTTEP Group, it is a need to have those person's background properly checked with regards to wrongdoing record. Moreover, those person must be notified to conform to relevant business ethics, and be monitored not to take any action that would violate the law.|
|6.||If you discover an inconsistency between the PTTEP Group's rules, codes, procedures or orders and local policies or regulations, please consult with the relevant local authorities before taking any action.|
|7.||If you discover an evasion or violation of applicable laws, regulations and codes, please report your findings to your direct supervisor, relevant authorities, or through the communication channels provided in accordance with the "Reporting and Whistleblowing Regulation". In a case where such an evasion or violation could have a significant impact on the PTTEP Group, please report it to your direct supervisor immediately.|
2. Respecting Local Customs and Cultures
|2.1||Understand the local customs, cultures and traditions of the locality in which you work.|
|2.2||Respect the importance of local traditions, cultures and cultural differences, and do not conduct yourself in any way that contradicts them.|
3. What To Do When Questions or Concerns Arise
|1.||In situations where questions or concerns about compliance with a law, local custom or culture arise, you should consult with your direct supervisor or the relevant authorities before taking any action.|
Example Situations and Guidance
1. You observe a contractor or other employees' conduct in a business matter and think it might violate PTTEP's regulations; however, you don't have enough information to be sure. What should you do?
Guidance: Everyone has the responsibility to help ensure that business operations of the PTTEP Group comply with all applicable laws, rules and regulations. To make a report via the Whistleblower Hotline, you must believe that there is a legitimate concern and that you have adequate information for the Company to substantiate the report for further investigation. However, for your own safety, you should not personally investigate matters of concern.
In this situation, you should discuss the matter with your supervisor or the relevant unit overseeing the operation of the matter to be certain whether or not the conduct or incident violates or is in non-compliance with any regulation of the PTTEP Group. Afterwards, you can decide whether or not to make a report via the Hotline. The PTTEP Group has a policy of non-retaliation for whistleblower reports in accordance with "Reporting and Whistleblowing Regulations 2013".
2. You are assigned to a PTTEP subsidiary in a country whose local laws, culture and customs you are not familiar with. You discover that the standards required by local law differ to those of PTTEP's. The local standards are not lower than PTTEP's, just different. What should you do?
Guidance: Operating in a different location or country can be challenging due to the different laws, cultures and customs. You should first consult with the relevant unit overseeing the local operations, before making changes to how you operate (provided that you have the relevant authority). Any changes should be made in a respectful manner in accordance with the local customs, cultures and laws.
3. If you are assigned to work abroad, how should you avoid any actions that might be at odds with local cultures or customs?
Guidance: You should familiarise yourself with the local culture and customs of your destination country. The Human Resources and Business Service Management Group will provide you with further information. The Group maintains a database of information of the countries where PTTEP operates and has investments. You can also retrieve information from sources such as the country's embassy website or the Ministry of Foreign Affairs website.
4. Must you participate in the local traditions or customs of a country you are assigned to work in?
Guidance: As a PTTEP employee you must be respectful and not act in a manner insulting or offensive to the local people. However, in a situation where you are invited to take part in or practice traditions or customs that are at odds with your own customs or values, you should politely decline to participate in or practice them.
|1.||You should direct any questions you may have about compliance with applicable laws to the Compliance Unit.|
|2.||You can obtain information about complying with internal PTTEP rules, regulations, codes and procedures from the relevant function group or unit. For example, for a matter concerning the Company's rules on human resources management, you can direct your questions to, or obtain information from the Human Resources and Business Services Group.|
|3.||You can enquire about employee authority as outlined in the Delegation of Authority and Signature Authorisation Handbook from the Organisation Development Unit.|
|4.||Laws, rules, regulations, codes and procedures change frequently. You should therefore review those documents relevant to your work regularly.|
The PTTEP Group always remains politically neutral at all times. It does not support any political party or politician at the provincial, regional or national level. PTTEP understands and respects the rights and freedom of the Directors, Executives and Employees to exercise their political rights as provided for and protected by the Constitution or other laws, including the right to vote or join a political party.
Note that cooperating with, or supporting, the government or government agencies, including those with executive, legislative and judicial power such as Parliament, the Cabinet and the Court of Justice is not considered being involved with or supporting a particular political party or politician.
Guidelines for Good Practice
|1.||Exercising your lawful political rights must be done in your own name outside office hours, using your personal resources only, and must be done in a manner that will not lead people to misunderstand that you represent the PTTEP Group or its political views in any way.|
|2.||When you are representing the PTTEP Group in an official capacity, you are prohibited from publicly taking part in any activity, acting in any way or expressing any view that could be considered as being involved or supporting any political party or politician at the local, provincial, regional or national level.|
|3.||You may not use any of the PTTEP Group's authority or resources (such as capital, personnel or premises) to support, directly or indirectly, any political party or politician at the local, provincial, regional or national level.|
|4.||You may not use your position at the PTTEP Group or names or trademarks of the PTTEP Group to persuade, coerce or pressure other employees to make political contributions to or support any political party or politician.|
|5.||You may not express your political views at work offices or during office hours that might lead to workplace conflicts, dissension, discord or partisanship among staff, or might affect teamwork productivity and work performance.|
|6.||You may not campaign or advertise for any political party or politician on the PTTEP Group's premises, and you may not condone such activities.|
Example Situations and Guidance
1. May the Board, Executives and Employees become members of a political party or serve as an elected party or government official?
Guidance: Yes. You can exercise your lawful political rights in your own name, including becoming a member of a political party or serving as an elected official, so long as you do not use the PTTEP Group's time or resources to do so.
2. May you criticise or comment on any political party on the Company's premises?
Guidance: PTTEP Group respects your rights to express political views. However, to avoid potential workplace conflicts, dissension, discord or partisanship among staff, which could affect the performance of their duties and productivity, political expressions at work offices or during office hours are discouraged.
3. An outside person distributes political campaign leaflets on behalf of a candidate in the House of Representatives election to PTTEP's Employees. Can you accept the leaflet?
Guidance: You may accept the leaflet, but you may not redistribute the leaflet to another person or intentionally openly display the leaflet within the Company's premises.
4. How can you determine what conduct is considered as indirect support for a political party or politician?
Guidance: You may determine if conduct is indirect support for a particular political party or politician based upon the motivation behind the conduct or behaviour, or the level of explicitness. For example:
1) Wearing clothing with political party logos to work.
2) Openly displaying political campaign literature at work for other staff to easily see.
3) Taking part in a political rally while wearing clothes that leave people to believe that the person wearing them works for the PTTEP Group.
4) Praising or criticising a political party or politician to other staff at work during an election. This sort of conduct should be avoided, and if an investigation reveals that any such conduct was intentional, it may be considered a violation of the PTTEP Group's Business Ethics.
5. If you have a relative or a close friend who is a politician, how should you conduct yourself?
Guidance: PTTEP understands that people may want express admiration or approval of a friend or relative's achievements. However, you should refrain from praise of this type during office hours or within the PTTEP Group's operating premises, especially during an election period.
6. Can an employee of the PTTEP Group operate a business with, or become a business partner of, a politician?
Guidance: You may operate a business in partnership with a politician in your own name but may not involve the PTTEP Group in the business in any way. If the business has any connection with the PTTEP Group, you must comply strictly with the ethical guidelines listed in the "Conflicts of Interest" section.
7. What will you do if government agency issues a letter asking for voluntary request for budget support and the Company's space for new year party.
Guidance: You must first determine whether the request is legitimate or clear definition or not. Is it characterized as corrupt? Or it could be interpreted as a reward or incentive for government agency to carry out or take no action that would beneficial to the Company or create any conflict of interest or not.
If there is any of the above mentioned occur, you cannot complete such request. However, if there is none of any above circumstances, you can support the request but you must consider the appropriateness of the significant or the amount to be provided by taking into account the available budget as usual, as well as in compliance with the Delegation of Authorities. In addition to this, you must accurately and clearly store and keep record of the transaction.
|1.||Complying with Business Ethics in situations and contexts that involve politics also concern ethical matters considered in guidelines including the "Use and Protection of Information and Assets", "Conflicts of Interest", "Anti-Corruption" and "Procurements and Contracts" sections. You should therefore familiarise yourself with all relevant sections.|
|2.||You should direct any questions about what kind of conduct is or is not considered "politically neutral" to your supervisor or the Corporate Secretary Unit. You should also consult with them about how to properly conduct yourself when involved with a political party or politician.|
The PTTEP Group values its human resources and encourages everyone at the Group to improve their competency, moral, and ethical conduct for the mutual benefit of personnel of the Company and the PTTEP Group. The PTTEP Group provides opportunities for the Directors, Executives and Employees to participate in external activities permitted under the scope of the Group's relevant policy.
The PTTEP Group conforms to and complies with the Human Rights Principles of the United Nations, which include the prohibition of forced labour and child labour. The Group also complies with the labour laws of all countries where it does business. The PTTEP Group is committed to providing a safe, healthy and drug-free work environment, and treats all employees equally regardless of their ethnicity, nationality, gender, age, skin colour, religion, disability, or any other condition or characteristic that does not interfere with performance. It provides equal employment and career advancement opportunities, and ensures that the workplace is free from all forms of threats, discrimination, harassment and violation of personal freedom for all Executives, Employees and everyone associated with the PTTEP Group.
The PTTEP Group respects and understands the right to privacy of the Directors, Executives and Employees. However, the PTTEP Group reserves the right to inspect all data transmitted on the Group's network, including data on computers, e-mails and telephone calls (under applicable data privacy laws) to ensure compliance with the Group's policies.
Guidelines for Good Practice
|1.||You must not create or contribute to a workplace environment that is unsafe or unhealthy. If you encounter an unsafe or unhealthy workplace condition, please report it to your supervisor or the responsible unit so that measures can be undertaken to remedy the condition.|
|2.||You must not use your professional authority or allow others to exploit your authority to directly or indirectly seek inducements or other improper advantages for business or financial gain for yourself or others.|
|3.||You must not persuade or influence your co-workers or your supervisor to use office hours for activities that do not benefit the PTTEP Group.|
|4.||You must mentor your subordinates and help them improve their work performance by sharing your knowledge and skills, and providing them with any necessary support and training. You must also assess their conduct and impose any appropriate penalties for violations as outlined by the Company's codes, rules and regulations.|
|5.||You shall cooperate with internal audits by providing information, documents and evidence used in conducting an audit, without withholding, distorting, forging, or interfering with any documents or the auditing process.|
|6.||You shall listen to your supervisor's advice and not overstep your duties or disrespect your supervisor unless necessary or unless you are following the order of someone higher in rank than your supervisor.|
|7.||You shall cooperate with PTTEP Group's corporate social responsibility (CSR) activities as you see appropriate.|
|8.||You may not demand or solicit contributions with the exception of charities or not-for-profit entities.|
|9.||You shall wear appropriate attire for your job and the Company's image, as well as being respectful of the traditions of each locality.|
|10.||You must not conduct yourself in any manner that may damage the PTTEP Group's reputation.|
Privacy, Equal Treatment and Anti-Harassment
|1.||You must not disclose the personal information of PTTEP Group Employees, or disclose matters that are work-related or personal, or criticise other Employees in a way that may cause damage to their reputation or to the PTTEP Group's image, except as required by law.|
|2.||You must not discriminate against an individual based on your personal relationship with that individual, or based on his or her ethnicity, nationality, gender (including pregnancy, and sexual preference), age, skin colour, religion, disability, personal views or any other condition or characteristic that is not concerned with work.|
|3.||You must not act in any way that may be perceived as a threat, intimidation, aggression, harassment or verbal abuse causing embarrassment or fear, or create a discouraging, harmful, or disruptive workplace environment. This includes sexual harassment, assaults, obscene acts, rude remarks, or sexual abuse, whether verbal or physical, as well as any acts that are considered harassment by law or threats.|
Illegal Drugs, Substance Abuse and Alcohol
|1.||You must not possess, use, sell or distribute, buy or be under the influence of alcoholic beverages, illegal drugs, or narcotics while working or present on Company property. If you need to take narcotic medicine(s), you must obtain a doctor's note explaining explicitly the need to take them while working or on Company property. In addition, if you are required to work in a dangerous condition, you must also obtain approval for the use of the prescribed narcotic medicines from the security officers and your supervisor.|
|2.||You shall agree to be subject to random testing for narcotics, illegal drugs and alcohol while working or at the workplace.|
Outside Employment, and Executives and Employees’ Participation in Outside Activities
Work, giving lecture, teaching, training, broadcast on the radio or television broadcasting, joining any activity, or held any position in other organisations must comply with the below conditions;
|1.||If there is any conflict of interest with the PTTEP Group arise from such circumstance, you are not allowed to do so.|
|2.||If you are the PTTEP'Group representative, or such event requires to use internal information of the PTTEP Group, or spending your working hour, there is a need to ask for permission from your supervisor. In case, there is any remuneration has been paid for such work or activity, you must give it to the Company only when you are doing it because you are PTTEP's Group representative, or using your working hour to do so.|
|3.||If you are assigned to hold any of the following positions: director, management committee, executive, or secretary in any other organizations or committees or controlling entitles of PTTEP that relates to petroleum exploration and production industry, acceptance of compensation from such service shall be as per determined by PTTEP. However, if the service is not related to petroleum exploration and production industry, you can accept and keep the compensation for yourself.|
Example Situations and Guidance
1. You have learned that your colleague has earned extra income from a direct marketing company by using PTTEP's time, telephone and e-mails to sell products, and you have also been persuaded by your friend to buy the products. What should you do?
Guidance: You should let your colleague know that their actions violate Business Ethics, or inform his or her supervisor so that your colleague cannot use the PTTEP Group’s time and resources on other jobs for personal gain.
2. Your colleague has been injured in an accident and now needs a lot of money to pay for their treatment at hospital. You want to help this colleague by sending e-mails and distributing leaflets to explain their situation and help raise funds for their medical expenses. Will such actions be a violation of Business Ethics?
Guidance: In principle, you should not demand or solicit financial contributions at your workplace (except for charities or public services) and in any event only if the fundraising will not affect your work performance. In this case, when taking ethics and compassion into account, such fundraising would be acceptable but should be done within a small circle (e.g. limited to only individuals you know) in order to avoid violating other's rights to privacy or creating a nuisance to others. You must make sure that your actions will not affect your work duties.
3. You want to buy some products or services for your personal benefit from an external party. Can you use PTTEP's name for credit or other services?
Guidance: You must not use the PTTEP Group's name in any transaction unrelated to the PTTEP Group as it might create the false impression that the transaction is made on behalf of the PTTEP Group and could therefore cause damage to the PTTEP Group.
4. A non-PTTEP employee has asked you for the names, addresses and phone numbers of Employees in your unit in order to offer to sell them products or services such as credit cards or loans. What should you do?
Guidance: Although information on names, addresses and phone numbers are generally known in the workplace, it is still considered personal information and therefore, prior consent from the owner is needed before disclosing it for any non-work related reason
5. You work in an area where you have access to the personal information of Employees as part of your work function. Another Employee who does not in the normal course of their work have access to Employee personal information wants to access information such as salary or medical records of certain Employees. What should you do?
Guidance: Salary information and medical records are considered personal information. Employees who have access to personal information may use it only in performing work duties. Personal information must not be used in an inappropriate way or to cause damage to the individual to whom the information relates.
6. What forms or degrees of harassment are considered a violation of the anti-harassment guidelines?
Guidance: Harassment or threats may be either physical or verbal and are intended to make others feel humiliated, intimidated or inferior. They include making fun of physical or mental differences, race, nationality, religion, gender, age, education or other conditions or characteristics that may have emotional impact. They also cover slander, which includes defamation and distorting a person's good character and credentials, and acts of bullying such as using aggressive or offensive remarks or making threatening gestures to intimidate a person. Physical threats include physical assaults and threats of physical assault. These acts violate the PTTEP Group's anti-harassment guidelines. You should be particularly sensitive to actions or behaviour that could cause a person to have feelings such as fear, distress, feelings of inferiority, sadness or anger.
7. You are required to work for a period of time outdoors in a hot and humid location. Can you wear casual attire such as singlets, shorts and sandals to work?
Guidance: In principle, the Directors, Executives and Employees are required to dress appropriately for their jobs and PTTEP Group image, as well as being respectful of the traditions and customs of each locality. Discretion in style of dress and behaviour is essential to the image and the safe and efficient operations of the PTTEP Group, and therefore its Employees must abide by safety policies and procedures, and wear required protective clothing and safety equipment should they be visiting work places that require them. It is also recognised that employees who are visiting workplaces should wear clothing appropriate to the nature of their work (in conjunction with the safety procedures and regulations). However, in this case, wearing casual attire such as a singlet is considered inappropriate and should be avoided.
8. Who has the authority to approve work assignments or assign an Employee to work for an outside organisation or agency?
Guidance: In principle, being assigned to work for an outside organisation or agency on behalf of the PTTEP Group is considered working for the PTTEP Group. Therefore, Executives and Employees will be given details about their assignments by their supervisor or superiors, depending on the case, prior to the date of their assignments, so they can prepare themselves accordingly.
9. You have a medical condition that requires you to take medicine that contains a small amount of narcotic or controlled substance on a regular basis. In this case, are you still required to ask for permission from the safety officer or your supervisor?
Guidance: Even though the medicine only contains a small amount of narcotic or controlled substance, you are advised to obtain permission from the safety officer or your supervisor in order to ensure your safety at work. In circumstances where you are required to take such medicine, you may be assigned to a different job, or other measures may be taken as seen appropriate in order to ensure your safety at work.
10. An outside organisation or agency has a written invitation for you to be a guest lecturer on a workday or during office hours, with an offer of compensation. What should you do?
Guidance: To avoid any conflicts of interest (directly or indirectly) with the PTTEP Group, you should consult and obtain permission from your supervisor before accepting the invitation. You may not accept compensation in this case because you will lecture during office hours. In cases where you use your personal leave to give lectures, you can accept compensation.
11. You and a group of friends want to organise a corporate social responsibility (CSR) activity in the name of the PTTEP Group, and personally cover all expenses. Are you allowed to organise such an activity?
Guidance: The Directors, Executives and Employees should not organise any CSR activity in the name of the PTTEP Group without obtaining prior permission in order to maintain the integrity, effectiveness and efficiency of PTTEP Group's CSR projects. The Directors, Executives and Employees are encouraged to participate in CSR activities organised by various clubs at the PTTEP Group throughout the year. These clubs welcome suggestions and input from Executives and Employees on their corporate social responsibility projects.
|1.||As the ethical guidelines on these matters have been drafted based on the perspective of the Human Resources Unit, you will likely encounter a variety of scenarios and issues not covered by these guidelines. Therefore, Executives and Employees are required to familiarise themselves with other related guidelines covered by Business Ethics.|
|2.||The definitions of narcotics, illegal drugs and alcohol in each locality may vary depending the local laws and regulations. If you have concerns or questions, please contact the Human Resources and Business Service Management Unit at your locality.|
|3.||For guidance on a specific issue regarding the regulations related to human resources management, disciplinary actions, right and benefits, you should consult with your local Human Resources and Business Service Management Unit|
The PTTEP Group places importance on the use and protection of information and property in accordance with good governance standards, while focusing on the overall effects on Stakeholders, and compliance with the law. This is to ensure that the PTTEP Group's information and property are used for the benefit of the PTTEP Group, as well as to prevent possible damage that may occur to the PTTEP Group or any other person, unauthorised use of information for personal benefit or the benefit of a third party, and the unlawful use of a third party's own information. For the purposes of this document, the term "the PTTEP Group's property" includes movable property, such as office supplies, tools, and machinery and apparatus for petroleum exploration and production, immovable property, such as land, construction, and production platforms, as well as technology, academic knowledge, deeds, concession agreements, specific manufacturing technology, intellectual property, and information that belongs to the PTTEP Group.
The PTTEP Group discloses accurate and truthful information, both positive and negative, in a complete and timely manner, so that it can be used by Stakeholders for decision-making. The PTTEP Group provides equal access to its information through public media and other channels such as PTTEP's website, ensuring the transparent provision of information in order to create confidence amongst Stakeholders.
The PTTEP Group respects and does not infringe upon the intellectual property of other people. It also encourages Executives and Employees to create or invent intellectual property by offering satisfactory rewards. The rights to any intellectual property created or invented by Executives or Employees in the course of their employment, or by using the PTTEP Group's resources, shall belong to the PTTEP Group.
Information and communication technology equipment is considered valuable property of the PTTEP Group as it is used to increase the efficiency of PTTEP Group's business operations. Directors, Executives, and Employees must use such equipment in a proper manner and in compliance with information and communication technology-related policies, and are obliged to protect and prevent such equipment from any unauthorised use or distribution.
The PTTEP Group reserves the right to monitor the usage of electronic devices, electronic data, and the information technology of PTTEP at any time without seeking further permission.
Keeping Records, Using, Disclosing and Safeguarding Information
Guidelines for Good Practice
|1.||Information must be recorded and reports must be made in an accurate and truthful manner. At the termination of the period in which certain information or documents are required to be retained, such information or documents must be destroyed in an appropriate manner according to their type, following the procedures and methods for maintaining confidentiality under PTTEP's policies regarding the Rules on Document Management and Document Library System.|
|2.||The PTTEP Group's information must not be unlawfully used for personal benefits or third parties' benefits. Any information that is not disclosed to the public is considered to be intended for the PTTEP Group's internal use only, and must be used in accordance with the duties and responsibilities as may be assigned.|
|3.||In cases where certain information of the PTTEP Group requires disclosure, the disclosure must be done in a truthful manner and on a need-to-know basis to ensure that no one is misled into believing that there is an attempt to influence share prices. Any required disclosures must maintain compliance with applicable laws and regulations, including those set by the Stock Exchange of Thailand, the Securities and Exchange Commission of Thailand, and the Capital Market Supervisory Board. Prior to the disclosure, the information must be reviewed by and approval must be obtained from a relevant authorising officer. Furthermore, if it involves other investors/business partners, the disclosure must be approved by the relevant investors/business partners in accordance with the specified terms and conditions of relevant agreements.|
|4.||PTTEP's confidential information, including trade secrets, sensitive information about concession areas, blueprints, maps, figures, invented formulas, technology, academic knowledge, information distributed internally among Employees etc. must be protected in a way that it will not be leaked to non-involved persons, whereby it would cause damage to the PTTEP Group or Stakeholders, except as required by the law or approved by an authorising officer.|
|5.||The obligation of confidentiality continues, even after employment with PTTEP has ended.|
|6.||Supporting documentation submitted for finance and accounting records must be correct and complete.|
|7.||In cases where any irregularities or errors concerning finance and accounting records are found, reports must be promptly made to the relevant supervisor, and the Finance and Accounting Group.|
|8.||Information and supporting documentation for finance and accounting records must be safely and systematically kept. After the retention period, such information and documents must be destroyed in an appropriate manner according to their type.|
Example Situations and Guidance
1. For how long must a resigned Director, Executive, or Employee maintain their duty of confidentiality? If they fail to maintain confidentiality, what action will be taken?
Guidance: A Director, Executive, or Employee who has resigned from PTTEP has a perpetual obligation of confidentiality; they must never disclose PTTEP Group's confidential information. If any disclosure is made and the disclosure causes damage to the PTTEP Group, legal action may be taken against the person involved in the disclosure.
2. If a journalist calls to ask about profits in the next quarter when financial statements in the relevant period are not yet made public, how should you respond to them?
Guidance: You must refuse to provide any information because information that has not been made public is considered internal, and the disclosure of such information could be considered an attempt to influence stock prices. Therefore, such information should be disclosed to the public by a central body.
3. Can an Executive provide information concerning their responsibilities to an outside party, or comment about profits?
Guidance: An Executive may provide information concerning their responsibilities, except for information about profits, in a truthful manner and on a need-to-know basis. In addition, they must be careful not to cause damage to the Company or Stakeholders, or mislead a person into understanding that there is an attempt to influence stock prices. Information about profits may be provided only after it has been made public.
4. If you are responsible for recording the expenses of Employees and your colleague makes a reimbursement request for travel expenses without having the actual relevant receipts, and instead provides you with substitute receipts certified by himself, claiming that he forgot to ask for receipts, what should you do?
Guidance: You should ask for a copy of the original receipt from the place you stayed. If it is impossible to do so, the substitute receipt must be issued and approved from an appropriate supervisor."
5. If you are a part-time lecturer and want to use certain information or documents relating to your work in your class, what should you do?
Guidance: You should consult with and ask for approval from your supervisor before using such information or documents except for any information or documents that have been made public.
Use and Storage of Electronic Data and Information Technology Resources
Guidelines for Good Practice
|1.||Electronic devices, electronic data, and the information technology resources of the PTTEP Group must be used primarily for the benefit of the PTTEP Group.|
|2.||Electronic devices, electronic data, and information technology resources must not be used for any unlawful means.|
|3.||Access to electronic data and programs under your responsibility must not be provided to an outside party without prior permission, by unlawful means, or in a way that is unnecessary for relevant work. PTTEP's policies regarding information and communication technology must also be strictly complied with.|
|4.||Information technology devices provided by the PTTEP Group must never be used for personal business. However, information technology devices provided by the PTTEP Group may be reasonably used for non-business personal matters, unless such use could cause damage to the PTTEP Group, decrease your work performance, or annoy other people.|
|5.||E-mail accounts and the Internet provided for use in connection with the PTTEP Group's business must be used carefully. Inappropriate, immoral, unknown or risky websites should be avoided. Correspondence that may negatively affect the PTTEP Group's reputation must not be made. PTTEP's name or logo should not be used in public electronic media.|
Example Situations and Guidance
1. Can you give your friend a copy of electronic knowledge-related data in the PTTEP Group's database for use by a company outside the PTTEP Group when they ask you to do so?
Guidance: Data on the Intranet or in the PTTEP Group's database belongs to the PTTEP Group and must not be distributed or used for personal benefit.
2. If you are doing an outside assignment, whether in this country or abroad, and need to use a public Internet access service to read e-mail and download some files, what should you do?
Guidance: If you really need to use a public Internet access service, you have to make sure that the service provider you are going to use is reliable, such as at a business centre of a reliable hotel. Moreover, you must not set the browser you are using to remember your username and password, and must not record the Company's data onto the public computer you are using.
3. Can you take picture while you are working at Company's premise and publish it on your personal social media account?
Guidance: Be careful when act in this manner. It is likely that the Company's confidential information or internal information may leak by mistake because the photo may contain information, figures, unique instruments, or inside information of the PTTEP Group. Besides, anyone who dress or use any symbol that represent PTTEP Group on social media in a way that could damage the PTTEP Group, such person is subjected to disciplinary action.
Use and Protection of Intellectual Property
Guidelines for Good Practice
|1.||The intellectual property laws of each country in which the PTTEP Group does business must be complied with, and the intellectual property rights of other people must not be infringed upon.|
|2.||Each Director, Executive, or Employee must prevent the PTTEP Group's reports, information, formulas, statistics, blueprints, programs, methods, procedures, and facts considered intellectual property and under their responsibility, from being infringed upon and disclosed to any person, unless with the written approval of an authorised person.|
|3.||The PTTEP Group's information, documents, property, and knowledge must not be used for personal benefit. For example, it cannot be used as the material for an article to be published in journals, newspapers, reports, or other publications. Such use requires the prior approval of your immediate supervisor, except for documents that have been made public.|
|4.||You must provide cooperation and assistance in asserting or applying for protection for intellectual property rights for the PTTEP Group.|
|5.||Upon termination of employment, an Executive or Employee must return to the PTTEP Group all intellectual property, including work, inventions, information, reports, statistics, formulas, programs, blueprints, methods, and processes (in any format) that are in their possession.|
|6.||The PTTEP Group's intellectual property must be prevented from damage and loss, and must be used for the benefit of the PTTEP Group.|
|7.||You must respect and not infringe upon the intellectual property rights of other people.|
Example Situations and Guidance
1. If you are assigned to host a visit by university students and provide an introductory presentation about PTTEP, and some students ask for further information to be used in their reports, can you give them any information?
Guidance: You may give non-confidential information relating to your responsibility. However, for information that does not relate to your work, you have to consult with your supervisor and the person responsible for such information prior to use and distribution. In any case, you have to use due care not to cause damage to the PTTEP Group when providing information.
2. If you want to write a book about your work experiences in the PTTEP Group, can you write about some new methods that you have invented to improve your work efficiency?
Guidance: Every time you want to use the PTTEP Group's information for personal matters, you have to obtain permission first. However, even if you have prior permission, you cannot disclose any PTTEP Group knowledge that can put the PTTEP Group at an advantage or disadvantage. Furthermore, the content of your book cannot include disclosures about procedures, processes, working methods, or any matters that are business secrets.
3. If you urgently need to use a computer program that has not been installed on the computer provided by the Company, what should you do?
Guidance: Initially, you should contact the unit responsible for information technology matters and ask them for assistance. The unit normally maintains some lawful copies of computer programs for specific use. You cannot install any program on the computer provided by the Company without prior permission, even if you want to install the program for temporary use and attempt to remove the program immediately after use. This is because computer technology allows the monitoring of computer usage and thus any unauthorised use or copyright infringement can be detected and punished.
4. If you want to write an article to be published in a journal or newspaper about your work experiences in the PTTEP Group, what should you do?
Guidance: You may do so. However, if you want to use any documents or knowledge obtained during the course of your employment with PTTEP, you have to consult with and ask permission from your supervisor, particularly when the information relates to programs, methods, processes, facts, inventions, and business secrets that are considered intellectual property of the PTTEP Group, unless they have been made public.
Insider Trading and Use of Inside Information
Guidelines for Good Practice
|1.||Laws concerning securities and derivatives trading and the use of Inside Information must be strictly complied with.|
|2.||You must not use inside information of PTTEP Group or any company with which PTTEP does business, that becomes known to you through performing your work or from other sources, to purchase or sell PTTEP securities or enter into related derivatives for your own or anyone else’s benefits or disclose, whether directly or indirectly, inside information to another person by knowing or ought to know that such person will take advantage by performing aforesaid acts.|
|3.||You must not disclose any PTTEP Group non-public information and must ensure that the information is known only among involved persons on a need-to-know basis, including implementation of security measures to protect any Inside Information under your responsibility.|
|4.||PTTEP Directors and Executives pursuant to the definition in the Securities and Exchange Act shall disclose the reports of securities and derivatives holding including changes in such holdings under the rules and procedures as specified in the notification of the SEC Office.|
|5.||PTTEP Directors and Executives as per Insider List shall disclose the reports of securities and derivatives holding including changes in such holdings as indicated by PTTEP and will be notified the blackout period which temporarily prohibits them from securities and derivatives trading during the time when PTTEP disclose securities price sensitive information such as disclosure of financial statements or operational performance.|
|6.||The Compliance unit acts as a central function who oversee the insider trading prevention measures, including preparing the Insider List, determining blackout period, granting permission to the insiders for securities and derivatives trading and reporting the securities and derivatives holding of Directors and Executives and the changes in such holdings to Board of Directors on a regular basis.|
|7.||You must not seek for benefits from Inside Information even after your employment with the PTTEP Group has ended.|
Example Situations and Guidance
1. Rumour has it that PTTEP is going to obtain petroleum concessions in many locations. Because of the rumour, the PTTEP stock price has soared. The fact is that PTTEP has actually obtained petroleum concessions and is going to inform the relevant regulatory authority. If you become aware of this information, can you trade PTTEP stock at the moment?
Guidance: You must not trade PTTEP stock during this period and must not disclose information, nor provide advice on the trading of PTTEP stock to a third party or a non-involved person. Each of these acts is considered the use of Inside Information for personal or another person's benefits.
To prevent criticism about the appropriateness of stock trading, you should wait until the Inside Information has been made public at least one day, so that the information is widely known among general investors and has been assessed for a reasonable period of time.
2. If you are aware that PTTEP is going to buy a land plot and you subsequently buy the very same land plot to make a profit, is the act against the PTTEP Group's Business Ethics?
Guidance: The act is against PTTEP Group’s Business Ethics because Inside Information is used for personal benefit. Unauthorised use of Inside Information is not limited only to stock trading, but includes any use of Inside Information that becomes known while performing work duties for personal or another person's benefits.
3. If you happen to become aware that PTTEP is soon going to sign an agreement with a contractor, and under the agreement the contractor will receive highly valuable consideration that will increase the price of his company's stock, can you buy the stock during this period?
Guidance: You cannot buy the contractor company's stock during this period because the act is an unauthorised use of Inside Information of a company with which PTTEP does business for personal benefit, which is against the PTTEP Group's Business Ethics.
|1.||PTTEP Group's property can be Inside Information, confidential information, and intellectual property at the same time, such as a blueprint of a production platform you have created. In addition, each property may have a different status in different situations or at different times, such as information about financial statements before and after being disclosed to the Stock Exchange of Thailand. Therefore, you have to clearly and correctly identify the status of each property before taking further action|
|2.||Every time you are not sure whether certain information is Inside Information or confidential information, you have to consult with the relevant responsible unit before using or disclosing the information in a bid to prevent damage to the PTTEP Group and to avoid punishment.|
|3.||Enquiries about Business Ethics may be made to the following responsible units:|
|o||Enquiries about information disclosure: Investor Relations.|
|o||Enquiries about the use and protection of intellectual property: Corporate Knowledge and Technology Management Unit.|
|o||Enquiries about the use and storage of electronic data and information technology resources: Strategy Information Technology Unit.|
|o||Enquiries about stock trading and the use of Inside Information: Corporate Secretary Unit and Compliance|
The PTTEP Group attaches great importance to the management of conflicts of interest of individuals connected to PTTEP, and realises that conflicts of interest might arise. However, allowing those involved in conflicts of interest to participate in the matter concerned, make decisions about the matter, or put their own interests before those of the PTTEP Group, is unacceptable. Therefore, Directors, Executives and Employees must put the PTTEP Group's interests first and avoid participating in any activity that might create a conflict of interest. If, however, they realise that a conflict of interest has arisen, they must immediately inform their supervisor or the unit overseeing the matter.
Guidelines for Good Practice
|1.||Do not run a business that is in competition with the PTTEP Group, or similar to any of the businesses in the PTTEP Group.|
|2.||Do not be a partner, a shareholder with the power to make decisions, or an executive in a business that is in competition with the PTTEP Group, or similar to any of the businesses in the PTTEP Group. If this cannot be avoided, inform your supervisor immediately.|
|3.||Do not inappropriately exploit information or anything you have learned because of your position, duties or responsibilities.|
|4.||Avoid being financially involved and/or creating a relationship with external individuals that results in the PTTEP Group's loss of benefits, creates a conflict of interest or obstructs the efficient performance of work.|
|5.||If you wonder or are uncertain whether the performance of your duties creates a conflict of interest, or if you or individuals connected to you are involved in or are shareholders in any business that has had a transaction with the PTTEP Group over which a conflict of interest might arise, you must report the matter immediately. The PTTEP Group's Conflict of Interest Disclosure Form must be used and details about the matter must be attached. If you are a PTTEP Director, you must submit the form to the Chairman. If you are the Chairman, you must submit the form to the PTTEP Board of Directors. Executives and Employees must submit the form to their immediate supervisor in order to obtain advice on how to proceed properly. A copy of the form must also be submitted to the Corporate Secretary Division for acknowledgement. (Please see the Conflict of Interest Disclosure Form in the Appendix.)|
|6.||Business decisions must be made based on the PTTEP Group's best interests without the influence of personal wishes, or the interests or wishes of involved individuals.|
|7.||When you are involved in a hiring, selection, decision-making or approval process that might create a conflict of interest, you must inform your supervisor or individuals involved in granting approval using the PTTEP Group's Conflict of Interest Disclosure Form and excuse yourself from participating in the process, or excuse yourself from doing any business transaction with PTTEP.|
|8.||Directors, executives, and employees must assess themselves on matter concerning conflicts of interest annually.|
Example of Situation and Guidance
1. Your parents own a business and wish for you to take over their business while you are still an employee of the PTTEP Group. What should you do?
Guidance: You must consider whether the business will create a conflict of interest with the PTTEP Group; whether, if you take it over, your performance of duties in the PTTEP Group will be compromised, or whether you will use Company time to run the business. If you answer yes to any of these questions, your action will not be in line with the accepted practices on the matter, and you should ask your supervisor, the Human Resources and Business Services Group or the Corporate Secretary Division for advice on how to properly proceed.
2. If a family relative bids for a job with the PTTEP Group, and you are not involved in the hiring, selection, decision-making or approval process, do you have to report the matter using the PTTEP Group's Conflict of Interest Disclosure Form?
Guidance: Since you are not involved in the hiring, selection, decision-making or approval process, there is no conflict of interest and you do not need to report the matter.
3. If you own a recruiting company and wish to send your candidates to the PTTEP Group, are you allowed to do so? What should you do?
Guidance: You can send your candidates to PTTEP, but you must report this issue to your superior immediately, using the Conflict of Interest Disclosure Form, and providing details of the issue in order to obtain advice on how to proceed properly. A copy of the form must be submitted to the Corporate Secretary Unit for acknowledgement. In addition, you must not participate in the personnel selection process.
4. Is a PTTEP Director, Executive or Employee allowed to be an adviser of a port operating business in Songkhla, which offers services similar to those offered by a PTTEP port?
Guidance: You are not allowed to do so as a conflict of interest will arise from the fact that you are an adviser to a business that is in competition with the PTTEP Group.
|1.||Compliance with Business Ethics in this section also concerns the sections of "Procurement and Contracts", "Anti-Corruption" and "Use and Protection of Information and Assets". "Conflicts of Interest" is the main principle used in determining whether the preliminary intent of the concerned action is to intentionally violate the PTTEP Group's Business Ethics or whether the concerned individual has bad intentions. If it seems clear that the action is conducted with bad intentions, it is considered a serious breach of discipline, and the individual will face the harshest punishment.|
|2.||The PTTEP Group believes that all of its Directors, Executives and Employees are good, talented and ethical. Therefore, they are required to check regularly whether there is a conflict between their own interests, or the interests of an individual connected to them, and that of the PTTEP Group. If you have studied and understood this principle, but still have concerns or questions, immediately consult with your superior, the Corporate Secretary Division, or a concerned group such as the Procurement Unit.|
|3.||Example of Conflicts of Interest
The procurement is an important process to support the operations of the PTTEP Group's approach to sustainability. By building trust and confidence among stakeholders through the implementation of excellence procurement by using same accepted- standard framework, along with encouraging fair and transparent competition, strictly comply with relevant laws and conditions specified in the agreement by taking into account the quality, safety, security, health and the environment. Meanwhile, the PTTEP Group has pushed suppliers to operate ethically, in accordance with international principles, respect for human rights, nurturing healthcare and safety of employees, including proper environmental management.
Guidelines for Good Practice
|1.||When starting a procurement process, Directors, Executives and Employees must strictly adhere to the procurement methods and processes in accordance with the authorisation by the PTTEP Group.|
|2.||Avoid any procurement activity that might create a conflict with the PTTEP Group's interests, even if the avoidance will affect your Unit's operations or decisions.|
|3.||Do not gain any other benefit from any PTTEP Group procurement activity. This is to avoid an unfair obligation or procurement.|
|4.||Treat suppliers/contractors equally and do not foster a special relationship with any particular vendor/seller that will lead to procurement decisions that lessen transparency, fairness and equality.|
|5.||Report to your superior and Procurement Unit when there is anything that might lead to a breach of contract.|
|6.||Do not disclose information or documents pertaining to procurement or essential information of the PTTEP Group to vendors/sellers or competitors unless authorised to do so, and the "Use and Protection of Information and Assets" section of Good Corporate Governance and Business Ethics is observed.|
|7.||Do not procure goods or services under any specific requirements or characteristics of goods or services. Additionally, do not intentionally choose characteristics that can only be found in a particular product or service unless there is an adequate and necessary reason for such a decision, and the decision is in the best interests of the PTTEP Group.|
|8.||Do not use dishonest or inappropriate tactics to seek intelligence on contractors, vendors/sellers, joint venture partners and business competitors.|
|9.||Procure goods and services from contractors, vendors/sellers and joint venture partners who run their businesses ethically with care about society and the environment, and in accordance with the law.|
Examples Situations and Guidance
1. In which situation is purchasing or hiring through direct negotiations with a particular vendor/seller allowed?
Guidance: Normally, any purchasing or hiring activity requires the participation of at least three bidders to ensure free competition. However, if a call for bids is a purchasing or hiring activity aimed at seeking technological know-how, or expertise that cannot be offered by other contractors or vendors/sellers, or if there are other reasons that can be proven and accepted in accordance with the PTTEP Group's regulations on procurement, direct negotiations with a particular contractor or vendor/seller are allowed.
2. What are examples of procurement that is in conflict with the PTTEP Group's overall interest?
Guidance: Examples of procurement that are in conflict with the PTTEP Group's overall interests include any procurement that is not done on the basis of equality and fair competition in the best interests of the PTTEP Group, such as direct negotiation with a particular contractor or vendor/seller, or an automatic renewal of a contract with a particular contractor or vendor/seller without competition and justifiable reasons under the procurement regulations. If there is a possibility of procurement undertaken in the manner above, consult with the Procurement Unit to establish the proper practices in such a situation.
3. If, as part of your duty, you are involved with the selection of a suppliers/contractors bidding for a job, and one of the bidders up for consideration is a firm owned by a relative of yours, what should you do?
Guidance: In this situation, there might be a conflict of interest as you are close to one of the suppliers/contractors, and this closeness might affect your impartiality. You must not be involved in the selection, decision-making or approval process, and must report this issue to your supervisor immediately, using the PTTEP Conflict of Interest Disclosure Form and provide details of the issue in order to obtain advice on how to properly proceed. In addition, you must submit a copy of the form to the Internal Audit Unit for acknowledgement.
4. If you have the power to authorise the purchase of an engineering device that is urgently needed to resolve an emergency that has arisen, and you have a close friend who sells this type of engineering device with terms and prices that are comparable to those of devices procured by the PTTEP Group in the past, are you allowed to go ahead and authorise the purchase?
Guidance: Approval and a purchase made by the same person might create doubts about the person's fairness. In this case, you must request approval from your supervisor, provide reasons for the purchase that are clear and transparent, and proceed in line with the concerned criteria or steps. The applicable procurement regulations already provide the criteria for emergency procurement.
5. A bidding firm invites you to visit its tool manufacturing operations in France and is willing to pay for your airfare, accommodation and meal expenses. Should you accept their offer?
Guidance: In this case, the bidder might hope to gain favour as a result of your acceptance of their offer. Therefore, you should not accept it as it might affect your purchasing or hiring decision. You should also inform the bidder that the PTTEP Group's Business Ethics covers the practice of accepting and refusing gifts, conflicts of interest, and anti-corruption matters, and everyone must comply with it.
|1.||Compliance with Business Ethics in this section also concerns the other sections of Business Ethics such as "Conflicts of Interest", "Anti-Corruption" and "Use and Protection of Information and Assets". Therefore, you should also study all other concerned sections in Business Ethics.|
|2.||You can submit questions about complying with this section of Business Ethics to the Procurement Unit.|
The PTTEP Group fights against corruption in any form, with no exceptions. The Company strictly follows and complies with all anti-corruption laws in every place in which the PTTEP Group does business, and never gets involved, whether directly or indirectly, in any corrupt practices. Compliance by every Director, Executive, and Employee of the PTTEP Group is required to ensure the effective and efficient implementation of ethical conduct.
Risk management and internal control mechanism are established to efficiently prevent the chance for corrupt activity. Not only for PTTEP Group but also PTTEP Group’s vendors whereby anti-corruption policies are regularly examined at least once a year. Internal examination by Audit function can be performed at any time when there is an indication of corrupt activity. Directors, Executives, and supervisors of every level must closely monitor the actions of their subordinates to prevent the non-compliance of ethical conduct, and must communicate and educate the persons involved.
If you know of or suspect any violation in this regard, you can make complaints or provide details through the channels specified in the “Regulations on Receipt of Complaints and Protective Measures”, under which whistle-blowers will be given proper and fair protection.
Guidelines for Good Practice
|1.||Say no to corrupt practices in any form, and do not get involved, whether directly or indirectly, in corruption. This includes the recruitment process whereby background information of the new applicants are carefully checked in order to ensure of no involvement in any corrupt activity.|
|2.||All contact, coordination, agreements, or transactions with officials or agencies, whether governmental or private, must be carried out in a proper, transparent, straightforward, and verifiable manner.|
|3.||When you are making an agreement or transaction with a person that you are not familiar with, you must carefully check their background and reputation and establish conditions in the agreement or transaction to ensure there is no involvement in any corrupt activity.|
|4.||When the PTTEP Group wants to engage a government officer whether as a consultant or employee, involved persons must make sure the engagement conditions are transparent, appropriate, lawful and not corrupt.|
|5.||When the PTTEP Group wants to engage a person to carry out business on its behalf, involved persons must communicate on Business Ethics of PTTEP Group and make sure the engagement conditions are transparent, appropriate, lawful and not corrupt.|
|6.||If you know of or suspect any corrupt activity in the PTTEP Group, you must immediately report it to your supervisor or a person responsible in this regard, and cooperate in the investigation.|
|7.||The Board of Directors has a duty and responsibility to set policies and ensure that there are internal controls and risk management mechanisms concerning anti-corruption that are efficient to the extent that anti-corruption becomes a part of organisational culture.|
|8.||The Audit Committee has a duty and responsibility to review the finance and accounting reporting, internal control, internal audit, and risk management systems to ensure compliance with international standards as well as appropriateness and efficiency.|
|9.||The Audit Unit has a duty and responsibility to review and examine compliance with this policy to ensure that the internal control system is proper and adequate.|
|10.||Executives have a duty and responsibility to establish and review the appropriateness of mechanisms to promote and encourage anti-corruption, including those for recruitment, communicate with Employees and all involved persons, and ensure that all mechanisms are proper and adequate.|
|11.||Do not give gifts, souvenirs, receptions or any other benefit, except for the law, custom, tradition allowed to do so. Seeking approval from an authorized person as indicated by The Company is required an initial screening measures. In addition, each give must not pose conflicts of interest or corruption, especially when give those to government officials. However, in practice, there may be different practices according to the limitations of each area or on the basis that The Company might define additional criteria. In case of doubt, please consult the responsible unit for before the action at all times.|
|12.||Do not accept gifts, souvenirs, receptions or any other benefibenefit in any circumstance. In the event that refusal to accept is not appropriate, or the item cannot be returned to the giver, reporting it to authorized person is required immediately by using the form as indicated by The Company and a copy of the form must also be delivered to the Corporate Secretary Division. The authorized person must proceed with the gifts by considering that such actions must not pose conflict of interest or lead to corruption. However, in practice, there may be different practices according to the limitations of each area or on the basis that The Company might define additional criteria. In case of doubt, please consult the responsible unit for before the action at all times. In an exchange of gifts and corporate tokens at the company-to-company level such as in an agreement signing ceremony, the said gift is treated as company property.|
Example Situations and Guidance
1. During the New Year season, a partner or supplier of the PTTEP Group offers a 60-inch LED television to you at PTTEP’s headquarters in Bangkok. Should you accept it as a personal gift?
Guidance: You must politely refuse the gift with an explanation about the Company’s policy and send it back to giver. In the event that the item cannot be returned to the giver, report to authorized person is required by using the form as indicated by The Company. A copy of the form must be sent to Corporate Secretary Division.
2. If a partner, supplier, or joint venture offers you a gift during your overseas business trip, would you consider accepting it?
Guidance: If you cannot refuse the offer, accept it and report to your supervisor using the form indicated by The Company as soon as possible and deliver a copy of the form to the Corporate Secretary Division.
3. If a person who has a business relationship with PTTEP invites you on a leisure trip or a round of golf, which is not hosted by PTTEP, can you accept the invitation?
Guidance: The Company realises the importance of maintaining cordial relationships with partners, suppliers, or government agencies etc. In the above situation, if you think it is appropriate and for the benefit of the PTTEP Group, and it doesn’t pose conflict of interest or lead to corrupt activity, you may accept the invitation. In this case, you have to report the acceptance by using the form and obtain permission from your supervisor, and send a copy of the form to Corporate Secretary Division.
4. Can you hire someone outside the Company to get a government agency to do some work within their scope of authority on an emergency basis for the PTTEP Group?
Guidance: Transactions with the government sector or anyone else have to be made, whether by yourself or your representative, in a proper and straightforward manner. The scope of the hired work has to be clearly set and must not involve corruption. Furthermore, you must have complete evidence of payment and receipt of any payments.
PTTEP has been a member of the United Nations Global Compact (UNGC) since 2011 and has operated its business in compliance with the UNGC’s ten principles in the areas of human rights, labour, the environment, and anti-corruption. In addition, the PTTEP Group has joined the Private Sector Collective Action Coalition against Corruption to confirm its intention to fight against corruption in any form. The Company has also establish “Standard of Practices for Anti-Corruption” which The Company encourage employee to study into details. In case you have an enquiry regarding offering and acceptance of gifts, please consult your supervisor or Corporate Secretary Division or Compliance Department.
The PTTEP Group is committed to engaging in fair competition in compliance with ethical business practices and competition laws in every country in which it does business. The PTTEP Group realises that competition laws are complicated and apply globally, and that competition laws may apply to the same situation differently in different countries. Therefore, before carrying out any activity that leads to involvement with the PTTEP Group's competitors (such as participation in the same organisation or business association, exchange of technologies, or joint development of technologies), you have to consult with the Legal Unit and any responsible unit in a bid to fully understand the construction and enforcement of relevant laws at a particular time.
Guidelines for Good Practice
|1.||You must not make agreements with a competitor or any person if they restrict or limit free competition.|
|2.||You must not conspire with anyone to rig bids at auctions or fix prices, or boycott any customers or partners, except in connection with internationally imposed sanctions.|
|3.||Because competition laws are complicated and vary in different countries, you must consult with the Legal Unit at an early stage.|
Example Situations and Guidance
1. If you are at a seminar on petroleum exploration and production in which many of your competitors are also participating, and the seminar is discussing a sensitive topic that you think may violate competition law, what should you do?
Guidance: You must not share your opinion. You must leave the discussion and report to your supervisor as soon as possible.
2. If you receive any unsolicited confidential information of a competitor, which would be very useful for your work, what should you do?
Guidance: Consult with the Compliance Unit or the Legal Unit urgently to track the origin of the information and consider whether the PTTEP Group could lawfully use such information. If such information can be used, the use must strictly comply with applicable laws and regulations.
3. If you have a chance to interview an employee of a competitor, would you be able to ask him/her questions that would get you business advantages?
Guidance: You must not ask questions relating to the business information of a competitor at all.
If you have doubts or questions about the details of competition law in each country, please contact the Legal Unit.
The PTTEP Group is committed to complying in full with all applicable anti-money laundering and laws throughout the world. The PTTEP Group will only be involved in legitimate business activities, with funds derived from legitimate sources. The PTTEP Group is determined to prevent itself at all times from falling into any cycle of money laundering and will not tolerate or support any acts of money laundering including concealing, conversion, transfer or the handling of illegitimate assets.
Guidelines for Good Practice
|1.||Before entering into transaction with the counterparty on behalf of the PTTEP Group, it is required to carefully determine the person's history concerning any wrongdoing with regards to money laundering offense.|
|2.||If you see any suspicious transaction that may be seen as money laundering, you are advised to immediately report it to the supervisor of the Legal Unit or the Finance and Accounting Group.|
|3.||The acceptance of cash or cash equivalents as a form of payment on behalf of the PTTEP Group without proper proof of payment or receipt is strongly prohibited.|
|4.||Payments on behalf of the PTTEP Group to a third party who is not a supplier, party of contract or an individual specified as the payment receiver in the contract or payments made through an unrelated or unrecognised channel without proper proof of payment or receipt are prohibited, except in the case where such payments are made in compliance with legitimate law enforcement purposes such as legal proceedings and the assignment of claims, etc.|
Example Situations and Guidance
1. A creditor wants debt repayment to be made through a fund transfer to an unknown and unrelated individual in a country plagued with terrorism. What should you do?
Guidance: You are advised against making any fund transfer to a third party not named in the business agreement.
2. A debtor wants the PTTEP Group to accept a transfer from a third party not named in the business agreement as debt repayment without amending the agreement terms. What should you do?
Guidance: You are advised against accepting any payments from a third party not named in the business agreement as debt repayment by the debtor, except in the case where it is legal to do so.
|1.||If you have questions or concerns about the laws or ethics related to anti-money laundering, please contact the Legal Unit.|
|2.||When making any transactions, you are advised to be careful of any acts that may violate the Anti-Money Laundering policy, including:|
|2.1)||The counterparty cannot clearly provide proper personal information, such as company registration documents, tax identification number, a person who has received benefits in the last stretch (ultimate beneficial owner) or not willing to provide information, or there is suspicious data;|
|2.2)||Reject or do not cooperate in implementing various legal rules that are intended to prevent money laundering measures;|
|2.3)||Suspicious payment methods or unusual payment requirements that reflect no real business purpose;|
|2.4)||The unusual complex business structure;|
|2.5)||Form of payment that does not reflect the actual purpose, or have an unusual payment terms;|
|2.6)||Requests for the money be transferred to an unknown or unrecognised account;|
|2.7)||Payments made in monetary instruments whose connection to the payer is unknown, except in the case where the payments are made in accordance with the terms required by financial institutions;|
|2.8)||Customers or suppliers who are reluctant to provide complete information and/or provide insufficient, false, or suspicious information;|
|2.9)||Payments made in cash or cash equivalents long before payment due dates.|
The PTTEP Group is committed to operating its business without causing any undue negative impacts on safety, security, health, and the environment (SSHE), and maintains its SSHE management system in accordance with international standards. The Directors, Executives and Employees must therefore recognise its importance and strictly follow the PTTEP Group's SSHE policies, standards and rules in all localities in which it operates. In addition, the PTTEP Group promotes the efficient use of resources and the development of environmentally friendly technologies, and continually looks for ways to reduce negative environmental impact.
Guidelines for Good Practice
|1.||You shall perform your duties with care, and cooperate with all relevant parties to prevent potential accidents and incidents.|
|2.||You shall improve knowledge on SSHE, and regularly participate in activities aimed at promoting it.|
|3.||When witnessing unsafe work-related conditions or incidents, you must immediately stop operations until such unsafe conditions or incidents have been rectified, and report them to relevant parties.|
|4.||When witnessing accidents, injuries, or any sicknesses, you must immediately report them to relevant parties.|
|5.||You shall understand all emergency plans when you are in any of the PTTEP Group's operating areas and give your cooperation by undergoing emergency drills organised by the Company.|
|6.||You shall act as a role model in the conservation of natural resources and the environment by using, supporting, and disseminating the economical use of natural resources and products derived from natural resources, as well as avoiding using them to harm or pollute the environment and the community. In addition, you shall also promote and support the development of environmentally friendly technologies.|
|7.||You shall wear a badge or identification noticeably when on the Company's premises at all times, and strictly follow the safety guidelines for each area.|
Example Situations and Guidance
1. You were given an assignment and later discovered that the assignment involved working in an unsafe environment, or you did not have adequate training required for the assignment, which may be dangerous. What should you do?
Guidance: You should inform and consult with your supervisor to review and rectify such unsafe work conditions, and you should attend any necessary training for performing that assignment.
2. You have learned that a decision on the selection of suppliers is being made without appropriate prior assessments on qualifications concerning SSHE. What should you do?
Guidance: You should report this to your supervisor or directly inform the responsible authorities, or report it through the communications channels provided in accordance with "Reporting and Whistleblowing Regulations".
3. If you have found suspicious objects or persons on the Company's premises, what should you do?
Guidance: You should immediately report this to your supervisor or a security officer.
4. In its projects development, how does PTTEP apply the efficient use of resources and the development of environmentally friendly technologies to its production processes?
Guidance: The PTTEP Group constantly improves the environmental friendliness of technologies used in its production and operations. For existing operating projects, the PTTEP Group uses energy and resources efficiently and always chooses proper and environmentally friendly technologies for future developing projects.
If you have any questions or concerns, please contact the Safety, Security, Health and Environment Unit.