Compliance

Management Approach

Compliance

OR places great importance on ensuring that all operations comply with laws and regulations relevant to its business activities. OR has set a target of achieving Zero Non‑Compliance, meaning the Company must strictly adhere to all applicable laws, regulations, and internal rules. Compliance requirements are embedded in employee remuneration and employee performance appraisal, with performance measured through both Working KPIs (business performance indicators) and Behavior KPIs, which reflect work behaviors aligned with OR DNA.
OR employees are required to understand and comply with OR’s Ethical Standards, Code of Business Ethics, and Anti‑Corruption Policy. Any proven violation may result in disciplinary actions, including impacts on remuneration, performance evaluation, employment termination, and further legal actions, as appropriate.
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.
3. Clear roles and responsibilities in supervising compliance with laws, rules and regulations are divided into 3 groups, known as the 3 Lines of Defense.

- - - 1st Line of Defense: Process Owners
      Responsible for carrying out operations in compliance with applicable laws, rules, and regulations.
    - 2nd Line of Defense: Compliance Supervisory Units
      Responsible for establishing compliance policies, rules, and standards, as well as providing oversight, guidance, and consultation to ensure adherence.
    - 3rd Line of Defense: Internal Audit Unit
      Responsible for auditing the work processes of the 1st and 2nd Lines to ensure effective and efficient performance.

OR has established the Compliance Alliance, a working group comprising representatives from all departments. The group acts as a liaison between the 1st and 2nd Lines of Defense, gathers relevant laws, assesses compliance, and prepares reports on Non‑Compliance (NC) incidents to determine corrective and preventive actions.
OR has established an Audit Committee consisting of one Chairperson and no fewer than two and no more than four Audit Committee members, all of whom are independent directors. The Head of Internal Audit acts as the secretary. At least one member must possess knowledge and experience in accounting or finance. The Audit Committee reviews the effectiveness of corporate governance processes, risk management, financial reporting reliability, and internal control systems. Its annual performance report and the auditor’s remuneration are disclosed in OR’s Annual Report for transparency to stakeholders. Business units also use the results of past performance reviews to improve their operational plans to ensure compliance with relevant laws and organizational requirements.
To ensure that OR and its subsidiaries operate in an efficient, transparent, and auditable manner, OR has adopted a group‑wide governance framework, the OR Group Way of Conduct. This framework provides unified management standards through a hierarchical governance model. The OR Group Way of Conduct manual consolidates guidelines, principles, and work processes for companies in which OR holds shares. OR representatives serving as directors, executives, or employees are responsible for implementing these guidelines. Subsidiaries must report their performance through the same hierarchical reporting structure. OR has also established a Monitoring & Review Program to track compliance with policies, obtain feedback, and continuously improve group governance practices. In addition, the Management Committee—including the OR Group Management Committee (OR GMC) and various policy committees—regularly monitors the efficiency and effectiveness of operations.

OR operates in accordance with the principles of good corporate governance to build confidence among all stakeholder groups that a comprehensive governance system is in place across the entire OR Group, including overseas businesses. This governance system promotes responsibility, transparency, and credibility in public information disclosure. All key public disclosures are verified or audited by qualified external agencies with relevant expertise to ensure that the information released is accurate and reliable. For example, OR’s financial statements are audited by the Office of the Auditor General of Thailand and by auditors certified by the Securities and Exchange Commission (SEC). In addition, the operating results disclosed in the sustainability report undergo third‑party assurance in accordance with the Global Reporting Initiative (GRI) Standards, confirming that OR’s management practices are transparent and reliable.

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, Bribery, 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, equivalent to 100% of the organization, 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 key operational 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.
If any part of the Anti‑Fraud & Corruption Risk Assessment reveals a high‑risk operational process, OR will immediately conduct an investigation and implement corrective actions.
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 addition to internal mechanisms, reports may also be submitted through external independent platforms, including:

- - https://www.thai-cac.com/whistle-blowing/, a platform independently managed by Thai Private Sector Collective Action Against Corruption (CAC) and
  - Tel. 1205 or https://wbs.nacc.go.th, a platform independently managed by Office of The National Anti – Corruption Commission (ONACC).

OR analyzes all reports to determine appropriate corrective and preventive measures to effectively prevent corruption and non‑compliance. OR also provides appropriate protection to whistleblowers in accordance with the OR Regulations on Complaints, Whistleblowing, Corruption Reporting, and Non‑Compliance 2024.
Complaints received from all channels are reviewed and investigated by relevant departments to determine findings, disciplinary actions, corrective measures, remedies, and preventive controls.
As a result of OR’s continuous commitment to good corporate governance and compliance throughout 2025, no violations of law were identified, and OR incurred no incidents or fines relating to economic, social, or environmental aspects.

In addition, OR provides training and communication to all employees to enhance their awareness and understanding of both internal and external reporting and whistleblowing channels through three key formats:

- - Orientation sessions for new hires,
  - E-learning courses via the OR Learning Management System (OR LMS) for current employees, and
  - Regular internal dissemination of public relations materials to maintain ongoing awareness and promote the appropriate use of whistleblowing mechanisms.

The training and communication outline practical steps for safely reporting misconduct or ethical violations, explains how anonymity and protection are ensured, and details the investigative procedures that follow a complaint

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. This is as specified in the Corporate Governance, Ethical Standards and Code of Business Ethics Handbook. In 2025, 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.

Criteria for New Suppliers and Business Partners

OR communicates its Anti-Fraud and Corruption Policy to suppliers and business partners and has established a framework for screening parties entering into transactions with OR (Third Party Screening: TPS) to ensure transparency throughout the supply chain. At present, OR conducts screening and qualification assessments of new suppliers and business partners through a due diligence process to evaluate their qualifications prior to entering into any business transactions. This process aims to ensure that such entities do not engage in business practices that violate applicable laws or possess any prohibited characteristics as defined by OR. In addition, OR regularly monitors and reports on performance to ensure that business engagements are conducted in a transparent and ethical manner.

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.
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 undertake or support any form of lobbying activities. OR also prohibits all political contributions or spending, including those made to political campaigns, political organizations, lobbyists, or lobbying entities. In 2025, OR made no contributions or spending in these areas.

Contribution to External Associations: For more information, see 2025 Policy Influence Click

Performance

1. 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.

2. Communication of the Compliance Policy in 2025

- Communicated the Compliance Policy via E-mail on 5 September 2025.
- Established a database on the intranet to enable employees to access the Compliance Policy and related documents.
- Communicated detailed policy implementation guidelines (Ep. 1–9) via E-mail from 16 June 2025 to 19 September 2025.
- Developed an E-learning Compliance Policy course to enhance employees’ knowledge and understanding, as well as to provide practical guidance for legal compliance. To date, 92% of employees have completed the training.
- Communicated the Compliance Policy through Compliance Alliance meetings (the working group for compliance governance collaboration).
- Delivered a lecture on the Compliance Policy as part of New Employee Orientation 2025.
- Communicated the Compliance Policy to subsidiaries through the OR Way of Conduct on 29 May 2025.
- Organized a seminar to communicate laws, rules, regulations, and directives to subsidiaries under the Lesson & Learn theme, aimed at knowledge sharing on corporate management, including relevant regulations, requirements, and directives, on 26 September 2025.

3. Enhancement of the New Whistleblowing System

To enhance the efficiency of managing complaints and whistleblowing reports from stakeholders, OR has developed a new Whistleblowing system that supports two-way communication and includes a tracking system. This enables complainants and whistleblowers to transparently and conveniently monitor the status and progress of case handling and the company’s response processes.

4. Statistics on Complaints Received for the Period 2022–2025

Subject	2022	2023	2024	2025
Number of reported complaints	18	13	10	7
Number of complaints under ongoing investigation in the year reported	1	1	4	2
The number of case where wrongdoing was found	1	2	1	1

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. Policy Influence 2025	Click to Download