Compliance

Management Guidelines

Management Guidelines

Compliance

OR emphasizes compliance to ensure that OR’s operations are in accordance with laws related to business operations. Furthermore, OR has set a goal to be a “Zero Non-Compliance”, which means the Company must strictly comply with laws, regulations and rules by complying with the requirements related to employee remuneration and employee performance appraisal.
In setting key performance indicators (KPIs), the results will be evaluated from both Working KPIs, measuring business performance, and Behavior KPIs that reflect work behavior consistent with OR DNA, such as the OR DNA “Dependable” topic. Supervisors evaluate employee behavior in their workspaces with professionalism and honesty, as well as always insist on doing the right thing even under pressure. This reflects the importance of Compliance. OR personnel shall understand and comply with the OR Ethical Standards, Code of Business Ethics and Anti-Corruption Policy. If any violation to this policy is found and proven guilty, OR personnel may subject to disciplinary punishment including impact to remuneration, appraisal and employment termination if deems necessary and legal procedure shall be considered.

From the above issues, OR has therefore set important policies and operational guidelines as follows:

1. Compile a collection of laws related to business operations as an easily accessible database. Stay up to date on new laws that have been enacted and communicate these laws to relevant departments.

2. Communicate the policy to supervise operations in accordance with the law and the Corporate Compliance Policy within OR and OR group as a guideline and framework for legal and regulatory compliance. This is a tool to cultivate personnel to adhere to as a guideline for work. OR subsidiaries must prepare a report on the implementation of the policy and framework.

3. Clear roles and responsibilities in supervising compliance with laws, rules and regulations are divided into 3 groups, known as the 3 Lines of Defence. The 1st Line of Defence is responsible for complying with the law, the law enforcement, and supervisory coordination bodies. The 2nd Line of Defence is responsible for setting policies, rules, and standards of legal compliance, as well as supervising, consulting and the Company’s internal audit unit. The 3rd Line of Defence is responsible for inspecting the work processes of the 1st Line of Defence and 2nd Line of Defence units to ensure they perform their duties efficiently.

In addition, OR has a working group for the Compliance Alliance, which aims to strengthen the organizational culture of compliance. The working group is comprised of representatives from all departments within OR to act as liaisons between the 1st Line of Defense and 2nd Line of Defense in compiling laws and assessing legal compliance, as well as preparing reports on non-compliance (NC) in order to determine ways to improve and correct to prevent recurrence.

OR has established an audit committee consisting of 1 chairman of the audit committee and no less than 2 but no more than 4 audit committee members, all of whom are independent directors. The head of the internal audit department is also designated as the secretary. At least 1 audit committee member must have knowledge, understanding, and experience in accounting or finance to ensure that internal auditing is transparent and efficient, and to promote OR’s operations in accordance with the company’s ethical standards. The committee is responsible for reviewing the efficiency and effectiveness of the good corporate governance process, risk management process, reviewing the reliability of financial statements, and internal control process. The audit committee’s annual performance report and the auditor’s remuneration will be disclosed in OR’s annual report for all stakeholders to be aware of the performance results. In addition, the business department will analyze the results of the previous year’s operations and adjust the department’s operation plan to ensure compliance with the requirements and laws in order to achieve the organization’s goals.

In order for OR’s business processes to operate efficiently, with transparency, and be auditable, OR has established a supervision system for OR and companies in the OR Group by establishing a group management approach, or the OR Group Way of Conduct to ensure that management is carried out according to the same standards. OR received the transmission of the PTT Group Way of Conduct management in a hierarchical governance model. OR also established a collection of guidelines, principles and work processes, which serve as a manual for companies in which OR holds shares to implement through OR representatives assigned to perform duties as directors, executives, and operators, and to evaluate effectiveness according to the OR Group Way of Conduct. OR requires these companies to report performance results back in the same hierarchical order. The Monitoring & Review Program is established to follow up on operations according to the policy and receive feedback in order to continually improve group management practices, in terms of efficiency and effectiveness. In addition, the Management Committee, such as the OR Group Management Committee (OR GMC) and various policy committees are required to regularly monitor the efficiency and effectiveness of operations as well.

OR is managed in accordance with the principles of Corporate Governance to build confidence among all groups of OR stakeholders that there is a corporate governance system covering the entire group of companies, including overseas businesses, to create responsibility and transparency, as well as build the credibility of public data reporting that has been verified by external agencies qualified and experienced in various fields to ensure that information disclosed to the public is accurate and reliable. This includes financial reports that have been audited by the Office of the Auditor General of Thailand and auditors certified by the Securities and Exchange Commission (SEC). Furthermore, the operating results disclosed in the sustainability report have been audited by a third-party agency, in accordance with the Global Reporting Initiative Standard (GRI Standard), ensuring OR’s transparent and reliable management.

Governance Organization of OR and companies in OR group

OR’s compliance system has passed the Corporate Governance Report of Thai Listed Companies (CGR) assessment from an external organization by the Thai Institute of Directors Association, with OR’s corporate governance score at the “Excellent” Recognition Level.

Further details on the compliance system are verified by a third party and can be found in the Corporate Governance Report of Thai Listed Companies.

In addition, OR also organizes online training on CG and Anti-corruption via ORLMS system to instill and strengthen the culture of corporate governance and anti-corruption for executives and employees at all levels. The contents include Corporate Governance, Anti-corruption, Conflict of Interest, Antitrust/ Anticompetitive Practices, and No Gift Policy, which are in line with OR’s business ethics and code of conduct.

Anti-corruption

To ensure that the organization has transparent and accountable operations, OR has organized an organization-wide Anti-Fraud & Corruption Risk Assessment to examine, monitor, and determine various control measures to manage those risks. The risk assessment covers the work of all departments in the organization according to the 14 main processes of the organization, which consist of the following processes:

1. Strategic and Business Planning

2. Business development and innovation

3. Procurement of raw materials, goods, and products

4. Production, storage, and delivery of products

5. Marketing

6. Network development

7. Business Administration and Sales

8. Engineering and maintenance work

9. Management of technology and digital systems

10. Financial management, accounting, credit, and insurance

11. Human resource management

12. Law and governance

13. Corporate image and social enterprise communication

14. Supply and management of supplies

The results of the Anti-Fraud & Corruption Risk Assessment were presented to the Management Committee and the Corporate Governance and Sustainability Committee for further development and improvement of operational processes for greater efficiency.

OR encourages OR personnel to participate in ensuring that the Company conducts business in accordance with the principles of good corporate governance and has established a channel for inquiring and giving feedback regarding OR’s ethical standards and business ethics through the Corporate Governance Department. In addition, OR has a whistleblowing channel for corruption and a wide range of moral and ethical complaints for employees and stakeholders. Stakeholders can report evidence via regular mail to the Corporate Governance Manager, Internal Audit Manager, Deputy Chief Executive Officer for Organizational Effectiveness, Chief Executive Officer, Chairman of the Corporate Governance and Sustainable Development Committee, Chairman of the Audit Committee or Chairman of the Board, as well as through e-mail to pttorvoice@www.pttor.com or the whistleblowing channel on OR’s website at www.pttor.com. In this regard, OR will conduct analysis to address measures for managing and controlling, or correcting and improving to effectively prevent corruption or non-compliance with the rules. In addition, OR will provide appropriate protection to whistleblowers or complainants. This is in accordance with OR regulations regarding whistleblowing and reporting clues about corruption and non-compliance with the law and organizational regulations 2024.

Subject	2021	2022	2023	2024
Number of reported complaints	14	18	13	10
Number of complaints under ongoing investigation in the year reported	1	1	1	4
The number of case where wrongdoing was found	1	1	2	1

Complaints received by OR through complaint channels and other channels will be considered and investigated by relevant departments in identifying conclusions and managing the issues of the complaints. This includes determining penalties and measures to correct and remedy and leading to appropriate preventive measures and control processes.
As a result of OR’s continuous supports on good corporate governance and compliance throughout 2024, OR’s business operations were found to have no cases of law violations, resulting in no incidents or fines resulting from operations that violated laws in the economic, social, and environmental aspects

Responsible Treatment to Competitors

OR conducts business ethically, transparently, and competes with competitors in accordance with Ethics for Practices with Business Competitors, without distorting information, deceiving, or using any other methods that are not in accordance with the principles of good competition. OR provides accurate and balanced information about our company’s products/services and abstains from disinforming customers on competitors’ work/product. This is as specified in the Corporate Governance, Ethical Standards and Code of Business Ethics Handbook. In 2024, the Company had no lawsuits/disputes with competitors. OR has organized training and testing of employees’ knowledge on good corporate governance, ethical standards, and code of conduct for business operations, which covers the topic of responsible treatment to competitors every year.

OR Contribution to External Associations

OR places great importance on building a network of business alliances to support business operations that can expand ideas that are beneficial to society and the environment, leading to sustainability in the future. This is in accordance with OR’s vision, which is ‘Empowering All toward Inclusive Growth’ by supporting cooperation with various organizations. The details of each contribution are transparent and accountable. In this regard, OR employees are aware of compliance with the law on corruption prevention and anti-corruption laws, which state that giving or accepting bribes to government officials, private sectors, or other relevant persons both within the country and abroad, in order to obtain any benefit to the business operation regardless of the format, is an illegal act. This behavior does not conform to the principles of good corporate governance. OR does not have any activities to support any form of lobbying. OR prohibits any contributions to and spending for political campaigns, political organizations. In 2024, OR did not make any contributions to and spending for political campaigns, political organizations, lobbyists or lobbying organizations.

Contribution to External Associations: For more information, see Sustainability Performance Economic: Click

Performance

OR has been certified as a member of the Collective Action Against Corruption (CAC) for the first time.

OR is committed to and has continuously given importance to anti-corruption operations in the public and private sectors. In July 2023, the Collective Action Against Corruption (CAC) resolved to officially support OR’s membership status as a member of the Private Sector Collective Action Against Corruption for OR’s first application for certification. The certificate awarding ceremony was held in December 2023 and valid until 2026.

This certification is an important step for OR as one of the anti-corruption groups in Thailand. It reaffirms the acceptance of good corporate governance in business operations, making OR an organization that is more reliable and stronger in terms of transparent business operations and refusing to accept any form of corruption.

In addition, OR also supports and invites suppliers to join the declaration of intention or certification as a member of the Thai private sector’s Collective Action Against Corruption (CAC) to fight corruption.

CAC Certificate Awarding Ceremony on December 7, 2023

Related Documents

Document Name	File (Attach or Link)
1. OR Group Way of Conduct	Click to Download
2. the Anti-corruption Policy	Click to Download
3. Contributions and Other Spendings	Click to Download
4. 2024 Policy Influence	Click to Download