Reporting & Whistleblowing Regulations

Reporting and Whistleblowing Regulation 2013 (Revision no.1)

1. Purposes
2. Definitions
3. Scope of Reports
4. Persons Entitled to File Reports
5. Investigation Participants and Accountabilities
6. Protection of Whistleblowers and Investigation Participants
7. Filing a Report
8. Procedures to be Undertaken by PTTEP
9. Procedures to be Undertaken by Subsidiaries
10. Remedy
11. Enforcement of this Regulation
12. Penalty for Breach of this Regulation
13. Administration of this Regulation
14. Effective Date
15. Appendix
 


1. Purposeclose | open
1.1      To set up a formal and effective reporting and whistleblowing procedure for PTTEP Group to meet international standards and best practices, enabling PTTEP Group to grow with prosperity, stability, sustainability and dignity;

1.2      To ensure that Directors, Employees, and any other person acting on behalf of PTTEP Group operate in a lawful, transparent, fair and accountable manner, along with remaining in compliance with the law as well as Good Corporate Governance Principles, Code of Business Ethics and other business regulations of PTTEP Group;

1.3      To enable people to report in good faith Misconduct or suspected Misconduct that may breach the law or violate the Principles, Code and other business regulations under Section 1.2, through channels established by PTTEP Group; and

1.4      To protect people who report actual or suspected Misconduct, and/or who collaborate with PTTEP Group in good faith from any form of retaliation as a result of those actions.
2. Definitionsclose | open
In this Regulation, the following words and phrases shall have the following meanings:

“Company” means PTT Exploration and Production Public Company Limited (PTTEP);
“Subsidiary” means a company in which PTTEP holds, directly or indirectly, more than 50% of the shares;
“PTTEP Group” means PTTEP and its subsidiaries;
“Board of Directors” means the Board of Directors of PTTEP;
“Director” means a director of PTTEP;
“Employee” means all management, staff members, contractors, and other persons associated with PTTEP Group;
“Supervisor” means any Executive-level or Management-level employee with whom an employee trusts and may file a report with;
“Regulation” means rules, regulations, policies, guidelines, requirements, and the like that are deemed compulsory by PTTEP Group;
“Misconduct” means any act which is illegal in the applicable governing jurisdiction(s) or which violates PTTEP Group Regulations, including the Good Corporate Governance Principles and Code of Business Ethics. For the purposes of this Regulation, Misconduct can be divided into the following areas:

2.1   “Wrongful Act” (or Fraud) means any act committed by a person in an attempt to obtain any undue benefit for himself or herself or another person, including the following acts:
  2.1.1   Asset Misappropriation, which means to wrongfully appropriate to oneself or to a third party property that is owned or co-owned by another person and is in his or her possession;
  2.1.2 Corruption, which means to request, accept, or agree to accept, or to give, offer, or agree to give a government official (or agency), private body (or official) property or any other benefit so that they wrongfully exercise their power.  These powers include: performing, not performing, expediting, or delaying any act to benefit PTTEP Group.  
This condition applies as provided for by the applicable laws, mores, and norms.
  2.1.3 Fraudulent financial reporting, which means to deceive a person through the assertion of any falsehood or by the concealment of facts that should be disclosed whereby the wrongdoer obtains property from the deceived (or a third party), or causes the deceived (or a third party) to execute, revoke, or destroy a document of right.
2.2 Any act that violates or does not comply with the law or PTTEP Group Regulations other than those described in Section 2.1 above.

“Report” means a report regarding Misconduct.
3. Scope of Reportsclose | open
Directors, Employees, and any other person acting on behalf of PTTEP Group may be the Subject of a Report if he or she commits any act described in Section 2.1 or Section 2.2.

The Company encourages whistleblowers to disclose their identity and to include as much information and clear evidence as possible concerning any Misconduct falling under Section 2.1 or Section 2.2. ; for example
•  Name-surname and contact details of whistleblower
•  Name-surname of the subject of misconduct
•  Main complain; factual information or description of behaviors or (mis)conduct that are applicable and important to the complaint under the scope of reports
•  Sufficient details, information or evidence of the reports

In cases of an anonymous report, the Case Coordinator will assess whether there are reasonable grounds to proceed. The following reports will not be considered:

3.1 reports which do not contain sufficient details or description to initiate an investigation.
3.2 reports that have already been received and are under a just consideration or fairly predicated by the Company’s Human Resources Division, the Company’s Internal Audit Division or any other authorised unit of PTTEP Group, unless additional significant details regarding the Report have been submitted.
3.3 reports which involve PTTEP Group’s policy or have been resolved by the Board of Directors or the Chief Executive Officer.
4. Persons Entitled to File Reportsclose | open
Any person who is aware of or suspects in good faith that Directors, Employees or any other person acting on behalf of PTTEP Group has been involved in Misconduct under Section 2.1 or Section 2.2 may file a Report, whether or not he or she has personally suffered damage as a result of the Misconduct. PTTEP Group encourages whistleblowers to disclose their identity and/or provide sufficiently clear information and/or evidence concerning the actual or suspected Misconduct according to Section 2.1 or Section 2.2, and provide their contact information so as to enable effective communication with PTTEP Group.

In the event where there is clear evidence that whistleblowers have made a Report in bad faith, the Company shall undertake the following actions (as applicable) to restore the reputation of the Subject of a Report:

4.1 if the whistleblower is an Employee, he or she shall be subject to disciplinary action in accordance with the Company’s Rules and Regulations for Human Resources Management; or
4.2 if the whistleblower is a third party and damage has occurred to PTTEP Group as a result of such a Report, the Company may initiate action against the whistleblower.
5. Investigation Participants and Accountabilitiesclose | open
5.1  Report Receiver: Persons authorized to receive Reports are Directors, Supervisors and Case Coordinators, all of whom may receive Reports. After receiving a Report, these Directors and Supervisors shall remit the case to a Case Coordinator for further action.

5.2 Case Coordinator: Staff of the Corporate Governance Section of the Corporate Secretary Division or any other person designated by an authorized person under Section 5.10 may fulfill the role of Case Coordinator. Upon receiving a Report, the Case Coordinator will firstly determine whether there is sufficient detail in the Report to initiate an investigation. Reports containing sufficient evidence will be referred to an Investigator (see Section 5.5). The Case Coordinator is also responsible for compiling evidence and making reports on progress related to the investigation as well as following up on investigation results and updating the status of reports, and, at the Case Coordinator’s discretion, granting the right to access report-related information. In addition, the Case Coordinator is obligated to ensure that the investigation is completed within the specified timeframe.


5.3 Subject of a Report: Directors, Employees or any other person acting on behalf of PTTEP Group who are the Subject of a Report of actual or suspected Misconduct (refer to definition in Section 2.1 and Section 2.2).

Where an Investigator subsequently considers that another individual has been involved in Misconduct, provided support for, or hired, requested or instructed the Subject of a Report to commit an act described in a Report, that person shall also be considered in the Investigation.

5.4 Investigation Participant: Directors, Employees and/or external third parties may be asked to cooperate with a Case Coordinator or Investigator by providing information that is or may be relevant to a Report.

5.5 Investigator: Investigators for reports concerning Misconduct under Section 2.1 and Section 2.2 shall be appointed as follows:

  5.5.1  The Internal Audit Division will be the focal point to investigate the reports regarding Misconduct which falls under Section 2.1 and 2.2 ;
  5.5.2 The Human Resources Division will investigate the reports related to Misconduct in accordance with the Human Resources Regulations;
  5.5.3 In cases where reports regarding Misconduct which fall under Section 2.1 and Section 2.2 are particularly complex or will involve multiple units, the Chief Executive Officer shall appoint an Investigation Committee pursuant to Section 8.1.2.
 
An Investigator must not possess any conflict of interest with regard to a Report under investigation.

5.6 In cases where the Case Coordinator is the Subject of a Report, the Chief Executive Officer will appoint an Investigation Committee as appropriate.

5.7  In cases where the Head of the PTTEP Internal Audit Division is the Subject of a Report, the PTTEP Audit Committee will appoint an Investigation Committee as appropriate.

5.8 In cases where an Executive-level employee at the level of Division Head and Function Group Head is the Subject of a Report, the Chief Executive Officer or the Chairman of the Board will appoint an Investigation Committee as appropriate and report to the Board of Directors for acknowledgement.

In cases the Chief Executive Officer, or a Director is the Subject of a Report, the Board of Directors will appoint an Investigation Committee as appropriate.

5.9 Any decisions following the conclusion of an investigation, including disciplinary action, shall be made in compliance with the Corporate Delegation of Authority and Signature (DAS).

Decisions concerning the Head of the Internal Audit Division shall be considered for approval by the PTTEP Audit Committee.

Decisions concerning an Executive-level employee at the level of Division Head or Function Group Head shall be considered for approval by the Board of Directors.

5.10  Appointment of a Case Coordinator and an Investigator for the PTTEP subsidiary shall be made by the PTTEP Executive Vice President who is responsible for the supervision of the Subsidiary’s operations (or personnel authorized by that person, or personnel acting for the Executive Vice President). An Investigator must not possess any conflict of interest with regard to a Report under investigation.

5.11 Any decisions following the conclusion of an investigation, including disciplinary action, shall be made in compliance with the DAS for International Assets or Corporate DAS as appropriate.

6. Protection of Whistleblowers and Investigation Participantsclose | open

PTTEP Group is committed to protecting people who report Misconduct in good faith under Section 4, or who are involved in an investigation under Section 5. PTTEP Group will not tolerate any retaliatory actions or threats of retaliatory action against anyone who has made a report of Misconduct in good faith. For example, personnel must not be disadvantaged or victimized by any of the following (actual or threatened) actions:  change of job position or workplace; work suspension; dismissal; or any other form of discrimination.

The identity of a whistleblower, report-related information, and the conduct of an Investigation shall be kept confidential by all participants involved. However, under some circumstances, PTTEP Group may disclose this information if the disclosure is required or authorised by law. Disciplinary action up to and including legal action may be taken against any person found to have intentionally disclosed confidential information.

7. Filing a Reportclose | open

People who detect or have reasonable grounds for suspecting Misconduct should submit a report via one of the following channels:

7.1 a letter to  Director or Supervisor or the Corporate Governance Section, the Corporate Secretary Division

PTT Exploration and Production Public Company Limited
555/1 Energy Complex Building A, Floor 33
Vibhavadi Rangsit Road, Chatuchak, Bangkok 10900, Thailand


7.2 an e-mail to  Supervisor or the Corporate Governance Section, the Corporate Secretary Division at cghotline@pttep.com               

7.3 a report through the whistleblowing system on the PTTEP website at www.pttep.com
8. Procedure to be Undertaken by PTTEPclose | open

8.1  Report Investigation

  8.1.1  In a non-complicated case, i.e. a Report for which clear evidence has been submitted and/or which does not involve many units, a Case Coordinator will remit the case to an Investigator (see Section 5.5).
    (1)  Any report regarding Misconduct which falls under Section 2.1 and 2.2 will be forwarded to the Internal Audit Division for their consideration. The Internal Audit Division will consult with the Human Resources Division or other related parties.
    (2) Any report regarding Misconduct related to the Human Resources Regulations will be forwarded to the Human Resources Division for their consideration.
  8.1.2 In a complicated case, i.e. a Report which falls within the scope of a serious disciplinary action according to the Human Resources Regulations, a Report involving a large amount of evidence or complicated issues, or many units, the PTTEP Internal Audit Division (or the PTTEP Human Resources Division, depending on the area of Misconduct) will remit the case to the Chief Executive Officer, who will appoint an Investigation Committee comprising a designated person from each of the following units: the Internal Audit Division, the Legal Division, and the Human Resources Division of PTTEP. The Chief Executive Officer may appoint an additional employee or a third party as an Investigation Committee member. An Investigation Committee member must not possess any conflict of interest with regard to a Report under investigation.
  8.1.3 In a case in which the Case Coordinator is the Subject of a Report, those persons authorized to investigate into the cases under Sections 5.6 shall investigate the Report.
  8.1.4 In a case in which the Head of the PTTEP Internal Audit Division, an Executive-level employee at the level of Division Head and Function Group Head, the Chief Executive Officer, or a  PTTEP Director is the Subject of a Report, those persons authorized to investigate the cases under Sections 5.7 and 5.8 shall investigate the Report.

8.2 Investigation Timeframes

  8.2.1 A Report Receiver (Section 5.1) shall remit the Report to a Case Coordinator within three business days from the day he or she receives the Report from a whistleblower.
  8.2.2 A Case Coordinator shall remit each Report to an Investigator within seven business days from the day he or she receives the Report from a Report Receiver (or a whistleblower).
  8.2.3 An authorized person shall appoint an Investigation Committee within seven business days from the day the report is accepted in every case, except the case that the Chief Executive Officer, or a Director is the Subject of a Report, the Board of Directors will appoint an Investigation Committee as soon as possible.
  8.2.4 An Investigator under Section 5.5.1 or Section 5.5.2 shall examine each Report and submit a summary report on the final investigation results and recommended disciplinary actions (if any) to be imposed by an authorised person under Section 5.9 to a Case Coordinator within 30 business days from the day he or she receives the Report from the Case Coordinator. Any recommended disciplinary action made by the Head of the Internal Audit Division must be approved by the Head of the Human Resources Division and be in accordance with applicable Disciplinary Action standards of PTTEP.
  8.2.5 An Investigation Committee, composed in accordance with Section 5.5.3, Section 5.6, Section 5.7, and Section 5.8, shall examine each Report and submit a summary report on the final investigation results and recommended disciplinary actions (if any) to be imposed by an authorized person under Section 5.9 to a Case Coordinator within 30 business days from the day the Investigation Committee becomes aware of the order appointing the Investigation Committee.
  8.2.6 In cases where it is not possible to comply with the specified timeframe in Section 8.2.2, the Case Coordinator shall seek an approval from Chief Executive Officer for an extension of the investigation period for a period of seven business days at a time.
  8.2.7 In cases where it is not possible to comply with the specified period in Section 8.2.4, the Investigator shall seek an approval from Chief Executive Officer, for an extension of the investigation period for a period of seven business days at a time.
  8.2.8 In cases where it is not possible to comply with the specified period in Section 8.2.5, the Investigator shall seek an approval from Chief Executive Officer, the PTTEP Audit Committee, or the Board of Directors, as the case may be, for an extension of the investigation period for a period of 30 business days at a time.
  8.2.9 Failure to carry out the above procedures or request an extension of time in a timely manner shall be deemed as failure to comply with this Regulation by the relevant Case Coordinator or Investigator. In this event, the relevant Case Coordinator (or Investigator) shall report the reasons for the failure in writing to the person authorised to appoint the Investigator.

8.3 Reporting

  8.3.1 Case Coordinators shall summarise the results of an investigation for distribution as appropriate to the Whistleblower, Report Receiver, Subject of a Report, Investigation Participant, any other relevant persons, and government agencies as specified by laws.
  8.3.2 The Internal Audit Division, the Human Resources Division, the Investigation Committee under Section 5.5.3 or section 5.6, as the case may be, shall summarise the results of an investigation and any recommended disciplinary actions (if any) to be imposed by an authorised person under Section 5.9 for distribution to the Chief Executive Officer as well as to the PTTEP Audit Committee (in the case of Misconduct under Section 2.1) or the PTTEP Corporate Governance Committee (in the case of Misconduct under Section 2.2).
  8.3.3 The Investigation Committee under Section 5.6, Section 5.7, and section 5.8 shall summarise the results of an investigation and any recommended disciplinary action (if any) to be imposed by an authorised person under Section 5.9 for distribution to the Board of Directors.
  8.3.4 In cases where the Case Coordinator and/or Investigator considers during an initial examination that a Report may have significant impact on the reputation, business operations, and/or financial status of PTTEP Group, the Investigator shall immediately report the matter to the Case Coordinator to enable him or her to immediately report the matter to the Chief Executive Officer for further action. The level of damage may vary in different areas where PTTEP Group operates its business.
9. Procedures to be Undertaken by Subsidiariesclose | open
9.1  Report Investigation

Persons designated as Case Coordinators and Investigators by the PTTEP Executive Vice President under Section 5.10 shall examine Reports. In cases where Case Coordinators and/or Investigators are the Subject of a Report, PTTEP Case Coordinators shall discuss the matter with the Executive Vice President under Section 5.10 to determine an appropriate investigation solution.

9.2 Investigation Timeframes

PTTEP Executive Vice President under Section 5.10 shall comply with the timeframe specified in Section 8.2.

9.3  Reporting

  9.3.1  Case Coordinators of Subsidiaries shall summarise the results of an investigation for distribution as appropriate to the Whistleblower, Report Receiver, Subject of a Report, Investigation Participant, PTTEP Case Coordinator, and any other relevant persons.
  9.3.2 Case Coordinators of Subsidiaries shall summarise the results of an investigation and recommended disciplinary actions (if any) to be imposed by an authorised person under Section 5.11. The summary reports shall be sent to PTTEP Case Coordinators, who will make suggestions (if any), and to PTTEP Executive Vice President under Section 5.10, who will make summarised reports on investigation results and the recommended disciplinary action (if any) to be imposed by an authorised person under Section 5.11. The PTTEP Executive Vice President under Section 5.10 shall send them to the Chief Executive Officer as well as to the PTTEP Audit Committee (in the case of Misconduct under Section 2.1) or the PTTEP Corporate Governance Committee (in the case of Misconduct under Section 2.2).
  9.3.3 In cases where a Subsidiary’s Case Coordinator and/or Investigator considers during the initial examination that a Report may have significant impact on the reputation, business operations, and/or financial status of PTTEP Group, the Investigator shall immediately report the matter to the  Case Coordinator to enable him or her  to immediately report the matter to the PTTEP Executive Vice President (or a person acting as Executive Vice President) under Section 5.10 for further action, and to PTTEP Case Coordinators for acknowledgement.


  


10. Remedyclose | open
If the complaint causes a detrimental impact on any person, the Chief Executive Officer will decide on an appropriate and fair method of mitigating that impact or remedy.
11. Enforcement of the Regulationsclose | open

This Regulation shall apply to the Company, Subsidiaries, and PTTEP Group. However, in cases where this Regulation is contrary to the law of a country where a Subsidiary operates, the Subsidiary shall comply with the law.

12. Penalty for Breach of this Regulationclose | open
A person who, either intentionally or by negligence, fails to comply with these regulations or commits acts of harassment or threats, imposes disciplinary punishment upon, or inflicts unfair treatment upon an informant or any person involved in a Report because of the filing of the Report is considered to have committed a disciplinary offence and shall be liable for damages occurring to the Company or any other person, including civil and criminal damages and any other liability otherwise provided by law.
13. Administration of this Regulationclose | open
13.1      This Regulation shall be administered by the Chief Executive Officer, who may issue relevant policies, guidelines, requirements, announcements, and orders as well as authorise other persons to have the power granted as necessary and appropriate.

13.2      This Regulation shall be construed literally according to its expressed provisions. In case of doubt, it shall be construed in accordance with the intention of this Regulation.
14. Effective Dateclose | open
This Regulation shall be effective from 1 January 2019. Cases that are being considered under the previous regulation shall follow that regulation as long as it is not contrary to this Regulation.
15. Appendixclose | open

A. Summary of whistleblowing management process