Message from Chairman
To Directors Executives and Employees
Capital Engineering Network Public Company Limited (“company”) adhere to do business with honesty, transparency and in compliance with principle of good corporate governance to demonstrate that commitment, the company has focusing in every type of anti-corruption and corruption and also signed the declaration of commitment on Thai Private Sector to avoid corruption in order to establish clean business.
The company has a policy of anti-corruption and corruption and will not engage in corruption and bribery either directly or indirectly which includes bring effective system to fight with corruption.
In addition, company has conducted a risk assessment on corruption that may occur in each process often which includes finding right solution and set channel to report any clues to Executive Chairman and/or Managing Director and/or Corporate Secretary in case of any action occurs or action that imply fraud or misconduct of a person.
To ensure that company has a policy to determine responsibilities, guideline and appropriate operating procedures, to prevent corruption against all business activities of the company. The decision and operate businesses may have a risk in term of corruption will be treated and practices carefully – The company has prepared “Anti-Corruption and Corruption Policy” in written as for be clear guideline for conducting business and develop into a sustainable organization.
On behalf of The Board of Directors, hopefully all of us will adhere to this policy strictly
Mr. Wutichai Leenabanchong
Chairman
Capital Engineering Network Public Company Limited
Anti-Corruption Policy
1. Introduction
1.1 Capital Engineering Network Public Company Limited (“company”) and its subsidiaries adhere to do the business with honestly, transparency and in accordance to good corporate governance. The company resists anti-corruption and every type of corruption – corruption, bribery it is a serious disaster that destroy competition and also cause damage to economic and social development as well.
1.2 Board of Directors play importance role on good corporate governance within framework of ethic which create transparency as can be check and fair to all
related department as well as comply with requirement of law relating to against corruption of all form by based on one culture and value in the organization.
1.3 The company has signed on declaration of intent “Thai Anti-Corruption Alliance” by work with civil society, media and international organization in order to establish standards on clean business.
2. Objectives
2.1 To demonstrate firm’s stance on anti-corruption, bribery and corruption
2.2 To set criteria and guideline to prevent companies and employees from violating anti-corruption and corruption
2.3 To establish a review and follow up process to ensure compliance with this policy
2.4 To encourage staff to monitor and report corruption, bribery or corruption through secure communication channels
3. Scopes
This policy applies to all Directors, Executives and employees (collectively “employee” of company
The company expects agents and other business intermediaries or acting behalf of company to practice this policy.
4. Definitions
“Corruption” means to give and/or take a bribe in any forms by offering promise to give a pledge to make claims, accept any money, property or other benefits or other benefit to government officials, government sector, private sector or anyone involved either directly or indirectly, to provide or induce such person to act or ignore the duty this could acquisition or maintenance of business, to provide or induce to act or ignore their duties as concerned as acquisition or maintain the business or advice some business to particular company or to obtain/maintain any other benefit that are not appropriate business or personal, family, friends, acquaintances or close friends or related parties benefits.
“Dishonest” means illegal pursuit of duty or law of Directors and staff both company, customers, partners or counterparts such as making false financial statements, removal of fraudulent misrepresentation of property for personal use.
The party giving or receiving bribes and corruptions which can be done in many ways as follow:
(1) Political Assistance
(2) Charitable donations
(3) Funding
(4) Gift Fees, welcome service and other expenses
5. Duties and Responsibility
5.1 Every Executives has responsibility to ensure that their subordinates are aware of and understand this anti-corruption policy by giving sufficient and
consistent training
5.2 Employees need to practices in accordance to anti-corruption policy if there are any doubts or violate this anti-corruption policy then should report to
their heads of department or through channels as provided follows in line with our policy of providing information on offenses and fraud, investigating and protecting our data providers.
6. Policies and Guidelines
General Discussion
(1) The company has a policy on against bribe and zero-tolerance policy and observes all laws related to anything against bribe and corruption in Thailand
(2) The company will not be involved in any bribe and corruption either directly or indirectly and committed to bring effective systems in place
to combat corruption
(3) Employees of company should not be involved in corruption includes giving bribe/receiving bribe/from public and private sectors such as
personnel of companies with transactions among company
6.1 Political Assistance
The company does not provide financial report for items and/or entering into any activities thus also encourages employees to participate in political on behalf of company in order to gain advantage in term of commercial. By this, not includes employees whom enter in personal freedom activities. The company has a policy of doing business independently, politically or professionally politician affiliated with a particular political party also will not assist in term of financial in any other way as mentioned above by purpose is to facilitate the business.
6.2 Charitable Contributions
This may pose a risk to company as involves in spending money with no tangible rewards and could be uses as excuse or path for corruption and not to make charitable donations seem as hidden purpose of company therefore we have policies and guideline for charitable contribution process as follow:
(1) Can be prove that there are activities for such charity projects and there are the process for support objectives of project and beneficial to society
(2) Can be prove that charitable contribution not involved in beneficial for reward to any person or any agencies unless for conventional customary practices for example branding (LOGO) announcing contacts at the venue or other media for public relations.
(3) For charitable contribution there should be donation request form, sponsorship and other (Attachment 1) by specify donor and objectives of donation with all related documents should be submitted to authorized person for approval, according to authorized level of company
(4) Must follow up thank you letter or receipt in order to deliver to accounting and finance department
6.3 Funding
The purpose of business is to promote brand or reputation of company which is a risk due to payment for services or benefits are difficult to measure and track as support fund may be linked to bribery therefore company has set policies and guideline governing fund as review process and details of controlling and evaluation are as follow
(1) Can be prove that applicant for project has actually implemented the project and in accordance to objective of the project as beneficial to society
(2) Can be proving that funding or other benefits can be calculated in monetary terms such as accommodation and food. Does not involve any
benefit to individual or any agencies except for general business convention
(3) Support in term of financial there should be donation request form, sponsorship and other (Attachment 1) by specify name of supporter and objective for
supported together with all concerned documents must be submitted to authorized person for approval, according to authorized level of company
(4) Must follow up thank you letter or receipt in order to deliver to accounting and finance department
6.4 Receipts and gifts or any other benefits
(1) The company realizes that good relationship among business partner is important and will bring successful to company
(2) Staff can give/receive gifts to/from any person if all the following conditions
apply
(2.1) It is not an intentional act to overwhelm or induce any person to gain any advantage through inappropriate actions or exchange explicitly or
covertly to obtain help or benefits
(2.2) On behalf of company not behalf of employees
(2.3) No gift in the form of cash or cash equivalents such as gift card or vouchers
(2.4) Suitable for the situation such as giving small give during Songkran festival, Chinese New Year or New Year which seems as normal situation
(2.5) It is not disclosed
(3) Business reception and other expenses which related to compliance with business contract can be done but those spend need to be reasonable and be able
to check and follow the procedures in accordance with requirement of work
(4) Staffs could receive the gift as amount not exceed Baht 5,000 in case cannot be refuse and if the gift exceed Baht 5,000 then need to notify the supervisors by
using gift receive form (Attachment 2) and send the gift to Human Resources Department to be reward to employees or to donate for charity as appropriate
6.5 Companies and individuals with business relevance
(1) Subsidiaries and Affiliate that company has control
The company will inform and support its subsidiaries and affiliated companies that they have power to control compliance with anti-corruption, bribery and corruption policies
(2) Agents and Intermediaries
Any employ or intermediaries has purpose to commit bribery of corruption
(3) Distributor/Service Provider and Contractor
7. Risk Assessment of Corruption
7.1 Risk assessment is foundation of anti-corruption, bribery and corruption
Measures therefore every Executives need to understand the process on risk of business of bribery and corruption and to manage such risks
7.2 Executives must follow risk assessment in term of corruption and bribe which may arise regularly (at least once a year) which includes reviewing existing risk
management to ensure that risk is at acceptable levels
8. Controlling
8.1 The company will maintain effective internal control system to combat corruption, bribery as cover balances and inter-agency audits, storage of information as
well as any business process related this policy
8.2 The company provides reasonable internal control in order to prevent employee from improper practices
8.3 Controlling system throughout organization consists of code of conduct in term of business, anti-corruption policy, review of internal audit, management policy
since the commission compensation and disciplinary action as recording and reporting accurate and realistic accounting and financial information
9. Recording and Storage
9.1 The company has a policy to comply with standards which includes applicable law regarding accounting and financial reporting
9.2 Every expenses need to have documentation includes storage of information should be in accordance to related law and regulation
9.3 The company has not allow on fault record, incorrect, inaccurate or decorate account which includes no account outside financial statement to
support or conceal inappropriate payments
10. Human Resource
The company will be use this policy as a part of Human Resource Management which includes recruiting, training, evaluation compensation and promotion
11. Training and Communication
All employees will be trained on anti-corruption, bribery and corruption in order to be aware of this policy especially in any kind of corruption and risk from being involved in bribery including how to report cases of suspicion of corruption
All employees will receive copy of this policy in order to help to ensure that company is aware of and understood its policies as fight against corruption, bribery and corruption. Apart from this, can find policies and updates information from company’s website www.cenplc.com thus company will inform employee of any significant changes.
Training ono this policy is seem as part of orientation or pre-appointment of all new employees of company
12. In case of doubt
If any employee is not confident that any action maybe a corruption or bribery or have any questions or concerns then employees should consult with their supervisor directly
13. Reporting of sightings in term of corruption and bribery
If any employee have any questions or evidence that those person acting on behalf of company are involved in corruption and bribery then need to report to supervisor immediately or report through company’s notification channel – when company received those information then taken seriously and do not take any punishment to employees who inform honestly
14. Protecting employees
14.1 The company ensures that no employee is reduced to any position punish or affected by any although refusal to do so as will cause company to lose its business or miss an opportunity to get new business. The company believes that policy on anti-corruption and bribery may help to create value to company. Apart from this, company does not allow any person to threaten any employee who intends to comply with this policy
14.2 If employees believe themselves to be intimidated or harassed then should report directly to supervisor and it still cannot be solved then report to
company’s notification channel
15. Violation of policy
The company disciplines employees who violate this policy including direct supervisor who ignore offense or acknowledge that offense was committed but not proper managed as disciplinary action until retirement, not aware of this policies and/or related applicable law could not be used as an excuse to not follow
16. Supervision and Review
Internal Audit Office will check on internal control system and processes usually in order to ensure that internal control system is effective against corruption and bribery. The result of audit will be discuss with relevant parties to find appropriate solution as will report to management and acknowledge Audit Committee for the next process
17. Scope of complaint and report of corruption
When there is a suspicion or violation – good practices in the following
(1) Corrupt actions that involve organization directly or indirectly such as see people within organization give bribery/receive bribery to government official, state
enterprise or private agencies
(2) Misconduct in accordance to company regulation which may cause a channel for corruption
(3) Any action that deprive company of its benefits as impact on reputation of company
(4) Illegal, unethical and Code of Conduct
(5) Violation of Code of Conduct and Practice of Good Corporate Governance
(6) Injustice in workplace
18. Channel to report any clue or complain on corruption
Board of Director has assigned to Executive Chairman and/or Managing Director and/or Corporate Secretary to be aware of the complaints, any action that may cause suspicion of directly or indirectly through channel which has been set for this policy
Complainant need to specify the details of clues or request together with name, address and contact phone number through following channel
1. Email
1.1 Executive Officer wutichai@cenplc.com
1.2 Corporate Secretary jantharat@cenplc.com
2. Post To
2.1 Mr. Wutichai Leenabanchong
“Chief Executive Officer” OR
2.2 Mrs. Jantharat Sodsonchit
“Corporate Secretary”
Capital Engineering Network Public Company Limited
1011 Supalai Grand Tower, 17th Floor, Room No. 1703 & 1704,
Rama 3 Road, Chongnonsi, Yannawa, Bangkok 10120.
The person can report clues or complaints about fraud are all stakeholder of company such as shareholders, competitors, creditor, government, community, society, executives and employees. By this, no matter what you informed through mentioned ways then will protected by law or ways which company defined.
19. Measures to protect complainants or clerk corruption and secrecy
(1) The company will keep information and conceal the name, address or any information which can be identify by complainant of data provider confidentially by
only those who are responsible for investigating complaint can access such information
(2) Information received from performance of duties which related to complaint as have duties to keep information, complaints and evidence of complainants and informants are confidential. Do not disclose information to anyone who is not involved except as disclosed under statutory duty
(3) The company shall disclose information as necessary by taking into account of the safety and damage of data source reporters or any person involved
(4) Damage will be mitigated by appropriate and fair procedures
20. Notify on any clues, investigation proceeding and penalty
In case of corruption and related issues, then need to report urgently- Chief Executive Officer and/or Managing Director will process those complaints via email to Board of Directors in order to discuss on the urgent matter for management process in order to find a conclusion on issue found
If the investigation found that information or evidence available are accused and committed corruption or real fraud thus company will grant right to accused/know allegations and use the right to accused to prove themselves by seeking additional evidence in order to prove that they are not involved in fraudulent act as alleged
If the complainant actually fraud then those fraud so considered as violation of anti-corruption and it policies – must be disciplined according to company’s regulations and if the act of corruption is illegal the law offenders may be subject to legal penalties thus disciplinary action according to company’s regulation, decision of Chief Executive Officer and/or Managing Director considered as endless
21. Publicity of Anti-Corruption and Corruption Policy
For everyone within organization acknowledge on corruption policy the company will process as follow:
(1) The company will publish anti-corruption and its policies on the company’s public relations board
(2) The company will publish anti-corruption and its policies through company’s communication channels such as e-mail, company’s website, 56-1 Form, Annual Report and brochures
(3) The company will provide training on anti-corruption and its policy to new employees and put it in employees manual
(4) The company will review anti-corruption and its policy every year
This will be effective from November 13, 2017 onward
Mr. Wutichai Leenabanchong
Chairman
Capital Engineering Network Public Company Limited
No…………………………….
Date…………………………
Subject Donate for charity sponsorship and other
To Chairman (Capital Engineering Network Public Company Limited)
I……………………………………………………......................................................................................…………Position…………...............................…………..Department………......................................…………..
desire to approve charitable donation and grants
o Charitable donation for the project namely………………………………...............................................………………………….as amounting of……………...........………………. Baht for the purpose of……………………………………………………………...............................................................................................………………………………………………………………………………........................................................................
Name and address of recipient…………..........................................................................................................................................................…………………………………………………………………………………………….
…………………………………………………………………………………………………………………..........................................................................................................................................................………………………………………..
o Sponsorship for the project namely………………………………...............................................………………………….as amounting of……………...........………………. Baht for the purpose of……………………………………………………………...............................................................................................………………………………………………………………………………........................................................................
Name and address of recipient…………..........................................................................................................................................................…………………………………………………………………………………………….
…………………………………………………………………………………………………………………..........................................................................................................................................................………………………………………..
o Other for the project namely………………………………...............................................………………………….as amounting of……………...........………………. Baht for the purpose of……………………………………………………………...............................................................................................………………………………………………………………………………........................................................................
Name and address of recipient…………..........................................................................................................................................................…………………………………………………………………………………………….
…………………………………………………………………………………………………………………..........................................................................................................................................................………………………………………..
To inform for acknowledgement
Name………………….………….......................................................…………Approval Name…………………..........................................................................…………………… Supervisor
(………........................................................……………………………….) (………………………...........................................................................………………)
Position……………….......................................................……………………. Position……………………………………............................................................................
Name………………............................................................................….……………………Approver
(………………………...........................................................................………………)
Position……………………………………............................................................................
Attachment 2
Gift Certification Form
I…………………………………………............................................................................................................................................……………………………………………………………….would like to report
Gift receipt as amount not exceed than Baht 5,000 in accordance to anti-corruption policy by following details:
Details on gift receipt:………………….........................................................................................................................................................……………………………………………………………………………………………………
………………………………………………………….........................................................................................................................................................………………………………………………………………………………………………..
Received Date : ……………………………........................................................................…… appropriate amount of gift receipt ………………….................................................................................………………
Received From: ………………………………………………………………………………………………………………………………..........................................................................................................................................................
Relationship among company : ……………………………………………………………………………………………………..........................................................................................................................................................
Sign by Gift Receipt | Sign by Supervisor | Acknowledge by Head of Human Resource Department | |||
Position | Position | Date | |||
Date | Date | ||||
For Human Resource Department Only
Human Resource Department has received the gift worth more than Baht 5,000 as reported above and done with such gifts by
o Give away as reward to employees as date
……..........................................................................................................................................................…………………………………………………………………….
o Charitable donations (Please specify name of donation
agency)
……………………………………………………………………………..........................................................................................................................................................………………………………………………………………………
o Other please specify…………………………………………..........................................................................................................................................................………………………………………………………………………
Sign………………………................................................…………………………….Position…………...................................…………………………………..Date………......................................................................………………….
