Anti-Corruption Measures

Message from the Chairman and CEO

Valuing and committed to running business with transparency, integrity, and strict compliance with the law concerning anti-corruption, Central Pattana Public Company Limited ("CPN") recognizes that corrupt practices-besides harming business, reputation, and image-pose huge obstacles to the company's sustainable growth and national development.

As part of society with high hopes of ridding Thailand of corruption, CPN joined the Collective Action Coalition against Corruption and has defined in writing the anti-corruption policy as well as this "Anti-Corruption Measures" for all personnel to observe and for stakeholders to become aware of CPN's desire and business guidelines.

On behalf of the Board of Directors and the management, we request all our directors, executives, and employees to master and strictly conform to the guidelines spelled out in this document to jointly turn CPN into a transparent entity, trusted by all stakeholders. The achievement would be a key foundation for business and sustainable growth.

Suthichai Chirathivat

(Mr. Suthichai Chirathivat)

Chairman

Preecha Ekkunagul

(Mr. Preecha Ekkunagul)

President & Chief Executive Officer

CPN/company refers to Central Pattana Public Company Limited

Subsidiary/associate refers to companies as defined by the Securities and Exchange Act and the announcement of the Office of the Securities and Exchange Commission ("SEC")

Personnel/CPN Employees refers to CPN's directors, executives, and employees

Directors refers to CPN directors

Executives refers to the company's executives from executive vice president upwards as well as the executives of the shopping complexes from the general manager upwards

Employees refers to employees from the level of executives downwards, whether rank-and-file employees, specially contracted employees, or temporary employees

Business partners refers to suppliers of goods and services to the company, designers, consultants, contractors, and sub-contractors

Stakeholders refers to shareholders, customers, business partners, creditors, employees, business competitors, the public sector, organizations, and other related people in society

State/public official refers to state/public officials, officials of foreign states, and officials of international organizations as defined by organic laws under the Constitution concerning the prevention and suppression of fraud or laws concerning management's measures for preventing and suppressing fraud. These officials also include competent officers under the Criminal Code.

Corruption refers to offering, promising, delivering, demanding, giving, or accepting bribes or benefits in cash or other forms, directly or indirectly. Corruption also means actions bordering on fraud of all forms with other parties or juristic parties, state/public officials, public service agencies, or stakeholders.

Political contribution refers to direct or indirect financial or other contributions in support of political activities, including loans, provision of articles or services, advertisement in support of political parties, or donation to join activities of entities closely related to political parties conducive to mutual, improper benefits.

CPN's Board, management, and employees must not solicit, act, or accept any corrupt practices, direct or indirect, for personal or others' gains in any country or involving public/private agency dealing with its business. Each of them must together promote the values of integrity and responsibility into corporate values. The policy encompasses the actions specified below:

  1. CPN institutes risk assessment concerning anti-corruption and develops practical measures in line with the identified risks and the internal control system alike. Annual revision is to be made.
  2. CPN develops procedures with enough details for conformance to this policy and efficiently prevents business corruption.
  3. CPN stages orientation and training for its employees, adding to their mastery of the anti-corruption policy, measures, and procedures.
  4. CPN institutes an internal control system suitable to the Company's business operation to ensure the efficiency and effectiveness of the policy on anti-corruption, which encompasses compilation processes of financial and accounting data; human capital management processes; and other processes under CPN's operation.
  5. CPN institutes reporting, monitoring, and reviews of conformance to the policy on anti-corruption, all of which follow suitable procedures to ensure a complete, adequate, and timely policy.
  6. CPN institutes safe communication channels for its employees and all stakeholders to seek guidance, give tips or comments, or file complaints about corrupt practices, while enjoying protective measures.
  7. CPN institutes internal and external communication of this policy for widespread conformance, which includes notifications made to subsidiaries, associates, other companies under CPN's control, and business representatives so that they may in turn implement this CPN policy.
  8. CPN encourages sharing of knowledge, experience, and good practices among peer companies, including all related parties, to form allies. It also participates in anti-corruption activities hosted by other companies, associations, chambers of commerce, or regulators.

To prevent risks of corruption facing CPN, all directors, executives, and employees must conform to the following policies:

Acceptance and giving of gifts, reception, entertainment, or other benefits policy

Gifts, reception, entertainment, or other benefits are acceptable when they:

  • Are undertaken properly, openly, and transparently on behalf of CPN.
  • Conform to moral principles, laws, and protocols of CPN, government agencies, state enterprises, and related agencies.
  • Suit each locality's circumstances, festivals, and customs.
  • Are not pretexts for corrupt practices.
  • Do not lead to conflicts of interest (personal versus CPN's).
  • Gifts, reception, entertainment, or other benefits must not be accepted or offered, directly or indirectly, if they affect CPN's businesses.
  • Should employees fall under life-threatening circumstances or feel so, they may consider paying money or other benefits provided that they prepare written documents afterward for reporting to superiors and Internal Audit, with clearly and factually recorded objectives and nature of payment.
Donation or contribution to charitable causes policy

All donations or contribution to charitable causes must bear the following characteristics:

  • Undertaken on behalf of the Company properly, openly, transparently, morally, and under laws and company regulations, as well as those of government agencies, state enterprises, and relevant agencies
  • Compatible with the policy on society, communities, and the environment, or activities to lead to company sustainability, or classified as public services. Clear rules and work plans should be in place along with conformance to CPN's procedures and regulations.
  • Not used as an excuse for corrupt practices
  • Without hidden purposes to bolster advantages or induce business favors
  • Not leading to conflicts of interest between oneself and CPN
  • Donations or contribution must be put in writing as a memorandum for approval, stating objectives and clear names/recipient agencies, complete with supporting documents such as letters soliciting donation/support, for CPN's authorities to approve before proceeding further. Written evidence of donation/support acceptance must also be compiled and monitored for CPN's recording and auditing.
Policy on political participation
  • CPN is politically neutral and has no policy to provide political assistance or engage in actions affiliated with political parties or groups.
  • CPN employees command their duties, the rights and freedom under the constitution and other applicable legislation, including the exercising of their voting rights.
  • CPN personnel may personally join political activities without depriving CPN's work hours and performance without expression of views or use of other means to mislead others that CPN is behind any political party or political group or supports it.
  • CPN employees must not employ company assets or provide its service in support of political activities or other actions potentially implying CPN's participation or support to political parties or groups.
  • Political parties wishing to rent venues must follow CPN's procedures on venue sales or lease processes and must secure approval from the authorities under CPN's approval protocols. Approval must involve no special favor for any particular political party and must transparently and fairly follow uniform practical guidelines for all political parties.
  • CPN personnel must not exert their authority to solicit, pressure, or force colleagues or subordinates to support any political activity, directly or indirectly.

To implement these Anti-Corruption Measures across the company, CPN has instituted adequate supportive processes to ward off corrupt practices, including processes to audit sales and marketing activities, hiring and purchasing, human capital management, and finance and accounting. Protocols for internal conduct must accompany internal controls that encompass efficient prevention of corrupt practices.

CPN's financial and accounting data must be properly recorded and stored accurately, completely, transparently, and accountably, to be verified by an efficient, reliable internal control system and internal audit under the supervision of the Audit Committee.

The guidelines for recording and storing data are to follow the Code of Business Conduct and Corporate Governance Policy, announcements, regulations, and relevant policies.

Communication
  • Communication must be done on the Anti-Corruption Policy and Measures with related parties, namely directors, executives, employees, subsidiaries, associates, CPN-controlled companies, business representatives, and business partners.
  • Communication must be done on punitive measures for violators of the Anti-Corruption Policy and Measures. Also, it must be communicated that no demotion, punishment, or negative repercussions are to affect directors, executives, and employees that refuse to take part in corrupt practices even if such refusal could deprive CPN of business opportunities.
  • CPN must stage public disclosure about its Anti-Corruption Policy and Measures.

Each time related policies and measures are edited, communication and disclosure must follow through proper channels, including letters, Emails, website, intranet, printed media, and bulletin boards.

Training
  • CPN must stage orientation and training on the Anti-Corruption Policy and Measures for directors, executives, and employees.
  • CPN must encourage directors' and executives' participation in employee education to set good examples for observance of the Anti-Corruption Policy and Measures.
Whistleblowing

When discovering acts of possible violation of the Anti-Corruption Policy and Measures, directors, executives, and employees must inform CPN through one of the following channels:

Audit Committee
Central Pattana Public Company Limited

999/9 The Offices at CentralWorld, 30th floor Rama 1 Road, Pathumwan Bangkok 10330

Telephone
(02) 667-5555 ext. 1200
President & CEO
Central Pattana Public Company Limited

999/9 The Offices at CentralWorld, 30th floor Rama 1 Road, Pathumwan Bangkok 10330

Use i-dea Box located across the workplace.

If urgent reporting is required, directors, executives, and employees must inform senior executives or the Board.

Conditions and consideration of the information, as well as protection of employees, workers, or other parties serving CPN, must follow the Company's Code of Conduct and Corporate Governance Policy.

Other stakeholders may also use the above channels to provide the information.

Request for guidance

Should directors, executives, employees, or stakeholders have questions about the Anti-Corruption Policy and Measures, they can seek preliminary guidance at:

Office of the Company Secretary
Central Pattana Public Company Limited

999/9 The Offices at CentralWorld, 30th floor Rama 1 Road, Pathumwan Bangkok 10330

Telephone
(02) 667-5555 ext. 1665 and 1685

To ensure thorough conformance across the company to the Anti-Corruption Policy, Measures, and clear supervision, CPN has defined the responsibilities of the following parties or agencies:

Board of Directors:
  • Put in place a current Anti-Corruption Policy and Measures compatible with circumstances and risk factors, with an annual review at the minimum
  • Define an adequate scope of Anti-Corruption Measures. Support and supervise CPN's execution of such measures.
  • Review reports on implementation of the Anti-Corruption Policy and Measures
  • Examine urgent issues about corruption to ensure timely supervision
Audit Committee:
  • Review the internal control system, internal audit, and risk assessment of corruption to ensure efficient, effective conduct
  • Review reports on the implementation of the Anti-Corruption Policy and Measures
  • Examine urgent issues about corruption to ensure timely supervision
Management:
  • Institute corruption risk assessment and review risk management measures for manageability.
  • Put in place efficient tools and an internal control system to support the Anti-Corruption Policy and Measures
  • Submit urgent issues on corruption to the Audit Committee and the Board
  • Put in place an audit findings report of the Anti-Corruption Policy and Measures to the Audit Committee and the Board for their regular acknowledgment
  • Encourage all subordinates to recognize the value of conformance to the Anti-Corruption Policy and Measures
Human Capital & Organization Development:
  • Put in place a human capital management process echoing CPN's commitment to conformance to the Anti-Corruption Policy and Measures
  • Communicate the Anti-Corruption Policy and Measures with all relevant stakeholders
  • Monitor and collect employees' signed acknowledgment and conformance forms under the Anti-Corruption Measures
Risk Management:
  • Coordinate with CPN's units to annually assess and review corruption risks occurring under CPN's business processes.
  • Through its control, ensure that CPN's corruption risk management practices align with defined standard guidelines, suit assessed risks, and find application in everyday business so as to serve as an improvement approach. Also, report the status of corruption risk management to the Risk Policy Management.
Internal Audit:
  • Review the internal control system, internal audit, and corruption risk assessment before reporting to the Audit Committee. Inform and follow up with relevant agencies to ensure corrective actions taken by the management
  • Prepare a report on conformance to the Anti-Corruption Policy and Measures for the Audit Committee
Office of the Company Secretary:
  • Coordinate with regulators, information-sharing with other agencies for use in improving anti-corruption activities
  • Coordinate and communicate the Board-defined scope of measures with relevant departments
  • Mentor others about preliminary points of the Anti-Corruption Policy and Measures. Coordinate or consult with other related departments on provision of accurate, complete, and clear advice.

Since the Anti-Corruption Policy and Measures form part of work discipline, directors, executives, and employees that violate them will be subjected to investigation and disciplinary action under CPN's regulations, as well as applicable charters and laws, which may include dismissal from CPN.

Since corruption is an offense subject to civil and criminal liabilities, the Criminal Code defines punishment for bribe givers and receivers. Also, the organic law under the Constitution concerning the prevention and suppression of corruption, B.E. 2542 (1999), third amendment, B.E. 2558 (2015), contains strict and clear punitive provisions for the givers and receivers, detailed as follows:

Criminal Code in conjunction with the Criminal Code Amendment (No. 26), B.E. 2560 (2017):

Punishment for bribing competent officers

  • Article 144: Those that offer, request, or promise to give assets or other benefits to competent officers, National Legislation Assembly (NLA) members, provincial council members, or municipal council members to entice them to unlawfully act, neglect their lawful duties, or unduly delay actions, are subject to up to five years' imprisonment or a fine of up to 100,000 baht, or both.

Punishment for bribe-receiving competent officers

  • Article 149: Competent officers, NLA members, provincial council members, or municipal council members that solicit, accept, or agree to accept assets or other benefits for personal or others' gains, unlawfully act, or neglect their lawful duties, whether called for or uncalled for, are subject to 5-20 years' imprisonment, life imprisonment with a fine of 100,000 to 400,000 baht, or capital punishment.
  • Article 157: Competent officers that unduly act or neglect their lawful duties to harm others, or unlawfully act or neglect lawful actions, are subject to 1-10 years' imprisonment, a fine of 20,000 to 200,000 baht, or both
Organic law under the Constitution concerning the prevention and suppression of corruption, B.E. 2542 (1999), third amendment, B.E. 2558 (2015):

Bribery punishment for state/public officials, officials of foreign states, or officials of international organizations

  • Article 123/2: State/public officials, officials of foreign states, or officials of international organizations that solicit, accept, or agree to accept unlawful assets or other benefits for personal or others' gains, or act or neglect their lawful duties, whether called for or uncalled for, are subject to 5-20 years' imprisonment, life imprisonment with a fine of 100,000 to 400,000 baht, or capital punishment.
  • Article 123/3: State/public officials, officials of foreign states, or officials of international organizations that act or neglect their lawful duties while in their position so as to acquire assets or other benefits that were solicited, accepted, or agreed to accept before their own appointments to such positions, are subject to 5-20 years' imprisonment, life imprisonment, and a fine of 100,000 to 400,000 baht.
  • Article 123/4: Those that solicit, accept, or agree to accept assets or other benefits for personal or others' gains in return for enticing or attempts to entice state/public officials, officials of foreign states, or officials of international organization, through dishonest or unlawful means or through their personal influences, to perform or neglect their lawful duties so as to benefit or harm others, are subject to up to five years' imprisonment, a fine of up to 100,000 baht, or both.

Punishment for bribing state/public officials, officials of foreign states, or officials of international organizations

  • Article 123/5: Those that give, offer, or promise to give assets or other benefits to state/public officials, officials of foreign states, or officials of international organizations to entice them to unlawfully act, neglect their lawful duties, or unduly delay action, are subject to up to five years' imprisonment, a fine of up to 100,000 baht, or both.

    If those guilty under the first paragraph are related to any juristic person and commit the offense to benefit such juristic person-provided that such juristic person lacks suitable internal control measures to prevent such criminal offense-such juristic person are guilty under this article and subject to a fine of one time or up to two times the liabilities that arise or benefits received.

    "Those related to the juristic person under the second paragraph" means employees, representatives, affiliates, or any parties acting on behalf of such juristic person, whether authorized or not.