Good Governance and Anti-Corruption

Good governance forms the foundation for the sustainable growth of Krungsri and companies in the Financial Business Group (Krungsri Group). It is also the main factor that drives business in an efficient, transparent, and auditable manner with accountability to all stakeholders. Therefore, Krungsri Group aspires to strengthen good governance continuously to ensure that all our business processes give utmost consideration to the risks and the responsibilities to all stakeholders, all the while boosting sustainable economic, social, and environmental development. We also instill into our employees the sense of duly complying with global good governance principles and anti-corruption, given our measure of zero tolerance toward all forms of corruption, both direct and indirect. All this will help bolster the confidence and trust of shareholders, investors, and all stakeholders in us and also add value and worth to the business in the long term.

Management Approaches

Krungsri emphasizes conducting business based on good corporate governance principles and combating all forms of corruptions. Our management approaches are as follows

• The Board of Directors stipulated “Good Corporate Governance Principles” in writing. The contents cover shareholders’ rights and equitable treatment; disclosure of information and transparency; composition and qualifications of the Board of Directors; roles and responsibilities of the Chairman and the Board of Directors including the subcommittees reporting to it; roles and responsibilities of the President and Chief Executive Officer and other executives; internal control system and internal audit system; Krungsri Group’s business philosophy and roles toward stakeholders; Krungsri’s mission, vision, and core values; and the Code of Conduct and employees’ compliance with it. It is stipulated that these principles must be revised every year or without delay upon any significant change to ensure that Krungsri’s Good Corporate Governance Principles are appropriate to the changed situations and correspond with the relevant criteria, including the organization structure and the compliance environment of Krungsri Group.
• The Bank has established a Policy and Program for Anti-Bribery and Corruption, which outlines the framework for anti-bribery and corruption practices that the Bank strictly adheres in its business. The key elements are as follows.
  
  General Principles
  Bank of Ayudhya Public Company Limited (“The Bank”) is strongly committed to upholding the principle of business ethics. Bribery and corruption, in any forms, are strictly prohibited, even if they appear to offer business opportunities for the Bank in its operations. Therefore, we established Policy and Program for Anti-Bribery and Corruption (this “Policy”) to serve as a basic framework on anti-bribery and corruption, outlining the basic program to which the Bank adhered in its business operations to ensure proper and common practices for all activities undertaken in the course of the Bank’s business as well as adherence to the commitments.
  This Policy applies to the Bank and the Group Companies. Group Companies shall use this Policy as a guideline to establish a policy that complies with this Policy.
  Board of Directors, Management, Employee, and all other relevant counterparties need to understand and comply with this Policy
  
  Key Definitions
  Bribery Any offer, promise, or giving of Anything of Value intended to improperly obtain or retain business or other advantages. Bribes may be paid directly or indirectly or through third-party providers and are not limited to the giving or receiving of Cash or Gifts.
  Corruption The misuse of entrusted power or public office for improper benefit or gain for oneself or others. The term covers Bribery of Public Officials as well as a range of other criminal offences, including fraud, extortion, and money laundering.
  Anything of Value Anything of tangible or intangible value. This may include, but not limited to:
  1. Gifts
  2. Entertainment (e.g., meals, travel, accommodation, training, and conference invitations)
  3. Donations and Sponsorships
  4. Political Contributions
  5. Speaker fees and Honoraria
  6. Offers of Employment or Work Experience
  
  Key Roles and Responsibilities
  The key roles and responsibilities for implementing the Policy are as follows:
  Board of Directors (BoD): BoD approves and reviews this Policy via the RCC and the ExCom. In addition, oversee compliance with this Policy and take key role in promoting the Bank's compliance with the Program outlined in this Policy. BoD also delegate clear authority and responsibility to the management to support implementation of the Program in this Policy including comply with this Policy
  Risk and Compliance Committee (RCC): RCC reviews and oversees compliance with respect to anti-bribery and corruption measures.
  Executive Committee (ExCom) and Compliance Committee: Compliance Committee reports directly to the ExCom by making recommendations on this Policy. Also, follow up, monitor, and report on the implementation of this Policy.
  Compliance (Financial Crimes Compliance Division): Compliance provides advice and recommendations on control measures related to this Policy as well as supervise anti-bribery and corruption activities based on a risk-based approach. Compliance also facilitates the training and knowledge dissemination related to this Policy.
  Employees: Employees need to understand and comply with this Policy as well as build and promote the anti-bribery and corruption culture and avoid actions that may pose risks of bribery and corruption. Employees shall promptly report any suspicions of bribery and corruption and cooperate with investigations as required; and adhere to control measures or operational procedures of their departments related to Anti-Bribery and Corruption.
  
  Guidelines for Policy and Program for Anti-Bribery and Corruption
  Prohibited Activities
  The Bank prohibits all forms of bribery and corruption in the following prohibited activities:
  1. Giving or receiving Cash or Cash Equivalents in connection with the activities under this Policy
  2. Offering, promising, or giving Anything of Value, directly or indirectly, to anyone—or planning, supporting, or authorizing the same—if doing so is intended or could reasonably appear as intended to improperly obtain or retain business or any other advantage.
  3. Soliciting or receiving Anything of Value, directly or indirectly, from anyone, if doing so is intended or could reasonably appear as intended to improperly influence an Employee in his or her activities on behalf of the Bank.
  4. Using personal funds to provide Anything of Value to any counterparty in connection with the Bank’s business.
  5. Offering, promising, or giving Facilitation Payments to Government Officials to improperly expedite or facilitate government actions or services.
  6. Directly and indirectly offering, promising, or giving Kickback to Government Officials, Vendors, Prospective Vendors, Client, Prospective Client, or Other in any forms.
  7. Falsifying or concealing any books, records, accounts, or other information or data related to the activities of the Bank, its clients, service providers, vendors, suppliers, or other business partners
  
  Requirements and Preventive Measures on Anything of Value
  While giving or receiving Anything of Value to or from anyone Employees are expected to exercise good judgment and ensure that such activity serve a legitimate business purpose, are reasonable, accurately documented, and do not create a conflict of interest or violate local laws and this Policy. In addition, Employees are responsible for knowing whether the counterparty is a Public Official, Client, Prospective Client, or other third party. All giving or receiving Anything of Value must be pre-approved by Business Managements and above certain value thresholds require a pre-approval from Compliance (Compliance Pre-Clearance).
  1. Gifts and Entertainment
     The giving or receiving of Gifts and Entertainment must be appropriate, in line with local cultures, traditions, and conventions as well as comply with applicable laws, including the laws of the counterparty’s country.
  2. Donations and Sponsorships
     Donations and Sponsorships are prohibited if they are intended, or could reasonably appear to be intended, to improperly obtain or retain business or other advantages.
  3. Political Contributions
     Employees are not permitted to provide political contributions, personally or on behalf of the Bank, if they are intended to improperly influence any external party in connection with the Bank’s business or in exchange for any improper business advantage.
  4. Speaker Fees and Honoraria
     Speaker fees or honoraria paid to Public Officials may create the appearance that such payments are intended or appear intended to improperly influence the recipient, so such activity shall be avoided in principle.
  5. Employment or Work Experience
     Offers of Employment or Work Experience whether paid or unpaid are considered to be Anything of Value under this Policy. Providing an offer of employment or work experience to a candidate with the expectation that, as a result, the Bank will obtain or retain an improper business benefit or advantage, is prohibited.
     High-Risk Candidates must be evaluated in the same manner as any other. Compliance Pre-Clearance are required prior to providing any offer of employment or other work experience to High-Risk Candidates.
  
  Penalty
  Board of Directors who violate this Policy may be liable under the relevant laws, regulations, rules, or requirements. In addition, Employees who violate this Policy will be subject to disciplinary action according to the Bank’s rules and may be committed to an offence under other relevant laws, regulations, rules, or requirements.
  
  Frequency of review
  This Policy shall be reviewed every year or upon any substantial revision.
  
  Raising Concerns or Whistleblowing
  The Bank has provided channels to receive complaints from all groups of stakeholders for any matter or doubt related to improper actions of the Bank’s functional units and employees which may result in damage to the Bank as well as to establish measures to protect a complainant filing a complaint in good faith.

• Stipulated ‘The Spirit & The Letter (S&L)’ as practices for all directors, executives, and employees in working with integrity under laws and good governance principles. The S&L specifies the matters for acknowledgement, compliance, caution, and punishment in case of violation in order to create continuous awareness of the practices. Krungsri stipulates that all employees must regularly affix signature as acknowledgement and consent to comply with The Spirit & The Letter every year.

The Spirit & The Letter (S&L)

Section 1 Regulatory excellence

• Regulatory excellence

Section 2 Working with customers and suppliers

• Improper payments
• Supplier relationships
• Sanctions compliance
• Money laundering prevention
• Privacy

Section 3 Working with governments

• Working with governments

Section 4 Complying with competition laws

• Complying with competition laws

Section 5 In the Krungsri community

• Fair employment practices
• Environment, health and safety
• Security and crisis management

Section 6 Protecting Krungsri assets

• Intellectual property
• Controllership
• Conflicts of interest
• Material Non-Public Information (MNPI) and preventing insider trading