Whistleblowing

B.Grimm Power Public Company Limited and subsidiaries (the “Company” or “B.Grimm Power”) conduct business responsibly, duly and transparently in compliance with the Corporate Governance policy and the Code of Conduct adopted by the Company. The Company believes that the employees must be treated fairly and expects that its employees shall behave professionally with integrity and strictly comply with the Company Group’s Code of Conduct. The Company is committed to protect its employees, operations and assets from any risks from any conduct which is violates the =Code of Conduct as well as from possible fraud, which may affect the Company’s reputation or shareholders’ equity. In this respect, the Company will not tolerate any wrongdoing and fraud in the Company and will imposing disciplinary actions on those committing such wrongdoing or fraud.

Principles
  1. To establish reporting channels and encourage all employees and third parties to confidently provide the information and report of any wrongdoing or fraud occurred in the Company;
  2. To establish the grievance channel in various issues due to the problems related to the employment conditions, working conditions, duty assignment and delegation, occupational health and safety, and any other issues regarding the business boundary;
  3. To protect the employee who provides information, cooperation or assistances to the Company related to the wrongdoing and fraud from any threat including grievance due to the problems from the work performance under its duty, or is being treated unfairly, or unable to access to the facilitations or rights that should be available for the employees, to be freed from any threat, intimidations, change of work position, job description or workplace, suspension, termination or any other unfair treatment;
  4. To establish transparent and fair practices for investigation of wrongdoing and fraud;
  5. To suppress any wrongdoing and fraud which may arise in the organization, and to facilitate the finding and mitigation of damage from wrongdoing and fraud;
  6. To resolve or mitigate the problems and grievances, complaint as well as termination of employee grievances including prevention and employee satisfaction and related parties which shall enable the Company to operate its business efficiently and effectively;
  7. To promote good reputation and ethical values of the Company and employees.
Scope of policy
  1. This policy shall apply to all employees of the Company and subsidiaries;
  2. This policy addresses the wrongdoing and fraud (both exposed or suspicious one) concerning employees, suppliers of goods/ services, creditors, customers, trading partners, shareholders, directors and all groups of stakeholders in business relationships with the Company and/or subsidiaries;
  3. This policy covers the complaints regarding the dissatisfaction or suffering of the employees related to failure to comply with the laws, rules and regulations, and employment conditions, job management, administrative supervision as well as any other circumstances as the case may be.
Definitions
  1. a) “Employee” refers to the permanent employees, probationary employees and contract staff under the Company’s work rules and regulations and employment conditions;
  2. b) “Executives” refers to any managers or four executives inferior to the manager and all other positions equivalent to the fourth executive position, including such positions in Accounting and Finance Departments from the level of department managers and above or equivalent;
  3. c) “Directors” refers to the incumbent member in the Company’s Board of Directors;
  4. d) “Whistleblower” refers to the employee, executives, all groups of stakeholders of the Company and/or subsidiaries, namely, shareholders, customers, trading partners, creditors, commercial banks or financial institutions as well as those affected by the Company’s operations;
  5. e) “Grievance Petitioner” refers to the employee who is under the suffering distress due to the problems from the work performance under its duty, or is being treated unfairly, or unable to access to the facilitations or rights that should be available for the employees as well as any other circumstances, as the case may be;
  6. f) “Accused” refers to employee, suppliers of goods/ services, creditors, customers, trading partners, shareholders, directors and all groups of stakeholders in business relationships with the Company and/or subsidiaries;
  7. g) “Wrongdoing” refers to any actions of the employees or executives which violate to the Company’s Code of Conduct and work rules and regulations as well as the employment conditions of the Company, including the unavailability of facilitations or rights that should be available for the employees. Examples of wrongdoing are as follows:
    • Disclose the confidential information beyond the business purposes;
    • Disclose or use the Company’s trade or business secrets for personal interest or for the benefit of others;
    • Acceptance of a serious conflict of interest for personal interest in the capacity employee or executive over the Company’s interests;
    • Improper conduct for the personal interest of for the benefit of others;
    • Acceptance of or demand for valuable things from the contractors, suppliers or individuals who provide services or supply goods to the Company, including acceptance of secret commission or “facilitation payments”;
    • Force, threat, inaction or discrimination which is unfair to employees, suppliers of goods/ services, creditors, customers, trading partners, shareholders, directors and other stakeholders, including third parties;
  8. h) “Fraud” refers to any actions or conduct in bad faith for the purpose to acquiring money or benefits or avoiding any obligations or committing any illegal actions and causing the damage to the Company. Examples of fraud are as follows:
    • Counterfeit or unauthorized amendment of documents, contract agreements, cheques, bank drafts or bank accounts which are under the possession of the Company and subsidiaries;
    • Enter to the transactions or contractual obligations on behalf of the Company without authorization and for personal interest or benefit for others;
    • Enter to asset misappropriation by stealing or exploiting money, assets or office stationery items as well as destroy and relocate documents, assets or materials;
    • Enter to falsifying financial statement by omitting or intentionally misstating information in the financial reports.
  9. i) “Subsidiary” refers to the company with any of the following characteristics:
    • (a) Company under control of a securities issuer;
    • (b) Company under control of a company under (a);
    • (c) Company under control of the company under (b) of any tier, provided that the ultimate control is vested in a company under (b).
Provision of information on the wrongdoing and fraud

The Company deems that all employees shall have the duty and responsibility to report any finding of wrongdoing and fraud. In addition, the employee who is under the suffering distress due to the problems from the work performance under its duty, or is being treated unfairly, or unable to access to the facilitations or rights that should be available for the employees as well as any other circumstances as the case may be, such employee can also report a grievance to the Company in order to resolve the problem and assure the satisfaction of the employees and related parties. Such reporting or provision of information must be conducted in good faith or based on the legitimate order according to the roles and duties and/or the laws. Unless it is not permitted by circumstances or the whistleblower is uncomfortable reporting such finding to the Whistleblowing Unit, the whistleblower can alternatively notify through the channels as follows:

  • Whistleblowing Unit as per the address as follows:

    B.Grimm Power Public Company Limited
    5 Huamark, Bangkapi Bangkok 10240
    or
    E-mail: Whistle-blowing@bgrimmpower.com

The Whistleblowing Unit shall have the duty in preparing the register of complaint entry and shall submit the summary report of its complaint entry on wrongdoing or fraud to the Audit Committee on a regular basis of at least once in each quarter.

Investigation of Wrongdoing and Fraud

The investigation of wrongdoing and fraud must be conducted fairly without prejudice so as to identify facts and prove whether the accused has committed such reported wrongdoing or fraud and must protect the interests and reputation of the accused, staff and the Company.

The Internal Audit Unit shall have the duty and responsibility to initially evaluate and review such information in collaboration with the Legal Department, the Whistleblowing Unit and other related units of the Company or business unit. In the review of such information, the Internal Audit Department may review documents, information, e-mails and any other information of the Company or that which is relevant to the Company and make inquiries with the informants.

Once the review is completed and reveals that such information is valid to substantiate possible wrongdoing or fraud, the Internal Audit Department, in collaboration with the Whistleblowing Unit and the Legal Department, shall suggest that the Executive Committee appoint an Investigation Committee, unless such matter involves a violation of the code of ethics, in which case it must be reported to the Executive Committee for further investigation in accordance with the specified policy and requirements.

Disciplinary and Legal Actions

The Company shall use such investigation report to consider taking further actions after the investigation is concluded, provided that such consideration shall be based on facts acquired from the respective sources, actual or potential damage to the Company, and further actions to be taken under law, which shall depend on the severity of facts and the matter, subject to the Company’s Work Rules and Regulations and Employment Conditions.

Protection of Informants
  1. To protect the whistleblowers and informants who act in good faith, such information about the whistleblowers and concerned witnesses, namely, names or private information, shall be protected and treated as confidential in accordance with the Company’s requirements regarding confidentiality classification and document security, which shall be accessible only to those in charge of reviewing the complaint. Those personnel to whom such information is made available shall have the duty to keep confidential such information, and complaint and documentary evidence of the complainant and informants, which shall not be disclosed to any unauthorized personnel, unless as required by law.
  2. The Company shall not allow for any threat or harassment against staff who provide information concerning wrongdoing or fraud, including those who provide cooperation or assistance in the investigation, in good faith. The Company shall provide protection and prohibit staff or executives of the Company from terminating employment of, suspending, imposing disciplinary actions against or threatening to take any actions against any staff who provide information concerning wrongdoing or fraud. Such protection shall also include any unfair treatment, discrimination by improper means or actions that cause damage to a third party, including the situation that the third party files a lawsuit, testifies as a witness, gives statement, or provides any cooperation to the court or state agencies. Any violation thereof shall be subject to disciplinary actions and may be punished in accordance with the laws, should such violation be regarded as an offense under the laws.
  3. The Company may provide special protection as appropriate, depending on the severity and sensitivity of the matter. Should a complainant be threatened or harassed, such occurrence shall be immediately reported to the Whistleblowing Unit. The Whistleblowing Unit shall act as the protector of the informants under this Policy.
  4. Should a staff provide, in good faith, such information concerning wrongdoing or fraud, and the investigation subsequently find no wrongdoing per the complaint, the Company shall not impose any sanctions on such staff. However, should the investigation find no merits in the facts per the complaint, and such complaint be found to have been made with an intention of discrediting or causing adverse impact or providing false information, the Company shall consider imposing sanctions on such staff in accordance with the Work Rules and Regulations, starting from verbal or written warning, then suspension, up to dismissal, including legal actions.
Storage and Disclosure of Information
  1. During the investigation, the Chairman of the Investigation Committee shall have the duty to take care of all documents, evidence and memoranda of statements provided, and once the investigation is concluded, the originals of the memoranda of statements and supporting documents, including tape-recorded statements, shall be forwarded to the Whistleblowing Unit for further storage.
  2. The investigation report shall not be copied (whether by printing or by any other means) or made available to any other persons, except only to the persons as named in the report. Any request for the investigation report or a copy thereof shall be made in writing and submitted to the President, together with reasonable grounds.
Confidentiality
  1. Those who have access to information concerning wrongdoing or fraud and the investigation must keep such information confidential and shall not disclose such information to any person, unless where such disclosure is necessary to perform duties or comply with the laws.
  2. The investigation report shall not be disclosed to any persons. This is to avoid causing any damage to the reputation of a suspect, who may be subsequently found innocent, and to prevent any potential legal risks to the Company.
  3. In response to questions from the press, investors and stakeholders should use the following statement, “I’m not in a position to discuss or disclose this matter” and refer to the Company’s contact channels, e.g., Investor Relations Department or Public Relations Department.
Questions Relating to this Policy

Any questions or queries relating to this Policy should be submitted to the Head of the Internal Audit Department or the Whistleblowing Unit of the Company or staff’s business units.

Policy Implementation and Review

The Internal Audit Department of B.Grimm Power Public Company Limited shall have the duty and responsibility to monitor the compliance with this Policy and guidelines, and to regularly keep them updated and in line with the applicable requirements and laws as necessary and appropriate at least once a year.

The Board of Directors’ Meeting No. 1/2018 held on 22 January 2018 has unanimously approved Whistleblowing and Grievance Policy.

Whistleblowing and Grievance Policy

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