Code of Business Conduct

The Code of Business Conduct provides good practices for CPN employees to apply to their jobs so that business execution may prove transparent, moral, and ethical, with due regard for all stakeholders.

CONFORMANCE TO CODE OF CONDUCT AND CORPORATE GOVERNANCE POLICY

Responsible parties

All directors, executives, and employees are responsible for strictly conforming to Code of Conduct and Corporate Governance Policy.

Guiding principles
  • Study, review, and conform to CPN's Code of Conduct and Corporate Governance Policy
  • Study, review, and conform to policies or regulations not stated in this Code of Conduct and Corporate Governance Policy but specifically related to one's own job
  • Encourage and advise internal and external colleagues to understand Code of Conduct and Corporate Governance Policy
  • Cooperate with agencies responsible for investigating violations or negligence of the Code of Conduct and Corporate Governance Policy.
  • All supervisors must ensure their subordinates' conformance to Code of Conduct and Corporate Governance Policy and educate or advise them when questions arise
  • If unsure whether an action goes against Code of Conduct and Corporate Governance Policy, ask oneself the following questions:
    • Is this against the law, peace and order, or morality?
    • Is this against CPN's policies, corporate values, corporate governance principles, or regulations?
    • Is this going to harm CPN's stakeholders or image?
    • Is this going to set a bad precedent?

If the answer to any of these is yes, stop the action.

Compliance process

Board of Directors ('Board'):

  • Define and update Code of Conduct and Corporate Governance Policy, including provision of helpful approaches and recommendations.

Audit Committee:

  • Ensure CPN's consistent process for good corporate governance and provide essential approaches and recommendations for improvement.

Corporate Governance and Sustainable Development Committee:

  • Define and update Code of Conduct and Corporate Governance Policy in line with updated international good practices for the Board's approval
  • Define and review the process for efficient and effective implementation of Code of Conduct and Corporate Governance Policy, including the development and modification of relevant policies, regulations, and mechanisms; communication and execution of good corporate governance activities; and establishment of information disclosure channels that are accurate, complete, and suitable for all stakeholders.

Human Capital and Organization Development:

  • Ensure that each employee gets a copy of Code of Conduct and Corporate Governance Policy and explain and guide them on their roles in compliance
  • Follow up and file the form of acknowledgment and compliance with the Code of Conduct and Corporate Governance Policy once the employees sign their names in acknowledgment.

Legal:

  • Examine and provide guidance where Code of Conduct and Corporate Governance Policy may involve legal aspects
  • Guide the development and modification of Code of Conduct and Corporate Governance Policy so that the contents may prove complete and suitable.

Internal Audit:

  • Undertake a preliminary check if there is ground to believe that there may be an abuse of the code of conduct and corporate governance principles, and report it to the Audit Committee
  • Follow up and coordinate swift rectification of the abuse of the Code of Conduct and Corporate Governance Policy, and report it to the Audit Committee.

Company Secretary Office:

  • Coordinate with regulators and share knowledge with other agencies to apply such knowledge to the development of policies and corporate governance affairs, and propose Code of Conduct and Corporate Governance Policy modifications to the Board
  • Coordinate with relevant internal and external units in communicating Code of Conduct and Corporate Governance Policy through suitable communication channels.
Discipline

Code of Conduct and Corporate Governance Policy is regarded as part of CPN's discipline enforced on CPN employees. Violators are subject to investigation and punishment under CPN's regulations, which may include dismissal or legal action, or both.

The following instances are regarded as violation of Code of Conduct and Corporate Governance Policy:

  • Disobedience of Code of Conduct and Corporate Governance Policy
  • Advice or encouragement to others to disobey Code of Conduct and Corporate Governance Policy
  • Negligence or failure to whistle-blow when coming across its violation or non-conformance to Code of Conduct and Corporate Governance Policy
  • Non-cooperation with agencies responsible for examining breaches of Code of Conduct and Corporate Governance Policy, including negligence
  • Actions regarded as unfair to others who cooperate with agencies responsible for examining Code of Conduct and Corporate Governance Policy breaches
Directors and executives
  • Perform duties according to the law, rules, regulations, and relevant policies
  • Perform duties with honesty, due attention, prudence, and ethics for the maximum benefit of CPN and the stakeholders
  • Be a role model for employees by conforming to Code of Conduct and Corporate Governance Policy
  • Encourage and ensure CPN's transparent business execution, free of corruption
  • Devote time to work with the utmost knowledge and ability
  • Avoid conflicts of interest with CPN, whether directly or indirectly
  • Do not get involved in unlawful transactions of assets or other benefits with CPN's stakeholders
  • Do not use one's authority to reap personal benefit
  • Maintain one's dignity so as to be respectable in society; behave properly according to one's role and authority
  • Treat others with kindness; respect the rights and dignity of others; honor others
  • Keep confidential information of CPN and the stakeholders through measures against leaks to unrelated people even after ending employment with CPN, except in compliance with the law or under commitment
  • Refrain from exploiting data derived from their job performances for undue personal or others' gains, and refrain from unfair actions concerning the trading of CPN's and related companies' securities.
Employees
  • Perform duties according to the law, rules, regulations, and relevant policies
  • Adhere to honesty, fairness, and ethics in performing duties
  • Exert transparency and corruption-free job performance
  • Perform duties with responsibility, caution, and dedication for the company's maximum benefit
  • Continuously improve work under responsibility
  • Maintain one's dignity so as to be respectable in society; behave properly according to one's role and authority
  • Treat others with kindness; respect the rights and dignity of others; honor others
  • Open to others' opinions with reason and without bias
  • Create unity and provide assistance for the overall benefit of work, society, and the country
  • Keep confidential information of the company and the stakeholders through measures against leaks to unrelated people even after ending employment with the company, except in compliance with the law or under commitment
  • Refrain from exploiting data derived from their job performances for undue personal or others' gains, and refrain from unfair actions concerning the trading of CPN's and related companies' securities.
  • Avoid any action or making comments to stakeholders, external parties, the press, the social media, or social networks of various forms on matters that may harm CPN's reputation and image, or that may mislead others about CPN's involvement in such action or comments
  • Refrain from claiming as one's own the performance of others whether in or outside the company.

Code of Conduct and Corporate Governance Principles

Code of Conduct for Suppliers