Policies

 

Anti-Fraud and Corruption Policy

The Board of Directors of Minor International Public Company Limited (MINT) values good corporate governance by providing written Corporate Governance guidelines for all operations within the Company and its subsidiaries and affiliates. In addition, the Company has issued a Business Code of Conduct for employees as ethical principles to follow in the workplace day by day and has put in place communication channels for whistleblowers. In 2013, the Company joined the Signatory Companies of Thailand's Private Sector Collective Action Coalition against Corruption's Declaration of Intent, acknowledging the responsibilities to lead by example in the fight against fraud and corruption, to operate businesses ethically, with integrity and to implement business principles to counter corruption in all forms.

For good practices of business operations and prevention of risk from potential transactions related to fraud and corruption, the Company is introducing this Anti Fraud and Corruption Policy as a concrete step for fighting fraud and corruption under the principles of good corporate governance. The Company's policy is consistent with anti-bribery laws of Thailand.

Policy

To enhance transparent and fair business operations, the Company prohibits any form of corruption by prohibiting directors, employees, officers and management and agents (representatives) from engaging in any apparent fraud and corruption, either directly or indirectly.

The Company prohibits any act of proposing, demanding, arranging, accepting or providing benefits derived from fraud and corruption for oneself, one's own family, friends, associates or acquaintances.

The Company gives precedence to this policy by regularly reviewing and revising relevant procedures to capture changes in related laws and relevant regulations.

Coverage

This policy applies to all directors, employees, officers and management and all agents of the Company and its subsidiaries, affiliates and other companies under control of MINT worldwide in all product brands of the Company.

Under this policy, no employee will suffer demotion, penalty or other adverse consequences for refusing any acts of fraud and corruption, even if such refusal may result in the company losing business.

Definition of Fraud and Corruption

Fraud1 is an intentional act committed to secure unfair or unlawful gains for self or others. Fraud can be broken down into three types: asset misappropriation, fraudulent statements and corruption.

Corruption is described as a direct or indirect offer or receipt of any payment, service, gift, loan, fee, reward, other advantages or anything else of value or consideration to or from any person as an inducement to do or refrain from doing something or to influence a decision on or by any person or organization, including government agencies, individual government officials, private companies and employees of private companies.

Corruption includes bribery, conflicts of interest, economic extortion and illegal gratuities. Exception shall be applied in case of laws, regulation, statement, standard, custom, or business traditions enable to do so.

1 Reference from Thailand's Criminal Code, Clause 1 (1)

Roles and Responsibilities

Apart from the strict implementation of the policies, guidelines, and measures, the Company defines the Roles and Responsibilities of the Board, Committees and Management as follows:

  • The Board of Directors is responsible for establishing and approving Anti Fraud and Corruption Policy, as well as supervising compliance with relevant measures.
  • The Nominating and Corporate Governance Committee is responsible for reviewing the policies as necessary in line with changes in businesses, rules, regulations, and relevant laws, as well as approving any improvement or modification before submitting it to the Board for approval.
  • The Audit Committee is responsible for monitoring the operation of the Company in line with antifraud and corruption measures, including financial reports, internal control system, internal audit and risk management system to ensure that the processes are properly designed and efficiently and completely implemented.
  • Senior Managements, led by the Chief Executive Officer, are responsible for demonstrating visible and active commitment to such compliance among all employees.
  • The Internal Auditors are responsible for evaluating the design and operation of internal controls to ensure the compliance with applicable policies, procedures, authorities, laws and regulations, as well as the appropriateness and sufficiency of internal controls to prevent fraud and corruption risks, and reporting to the Audit Committee.

Communication Channels and Whistleblower Protection

The Company provides secure and accessible channels for all related parties to raise concerns and report violations ("whistleblowing") via Feedback@minor.com and whistleblower@minor.com. Whistleblower Protection shall conform to the Company's Whistle-Blower Policy.

Guidelines for Anti Fraud and Corruption

The following guidelines support conformance with the Anti Fraud and Corruption Policy by all directors, employees, officers and management and all agents of the Company and its subsidiaries, affiliates and other companies under control of MINT worldwide in all product brands of the Company:

  • Gifts and Hospitality (Entertainment) Expenses

    A fostered healthy relationship with past/current/prospective related business partners or potential future customers may lead to a risk of fraud and corruption, which includes acts of providing or receiving gifts, and hospitality (entertainment) expenses. The Company therefore expects those involved to exercise good judgment in each case whether the gifts or hospitality expenses suit each occasion and each person who receives or offers them without violating laws or social norms. And those receiving or offering must not impact the Company's operations and business decisions. In any case, the acceptance or offering of gifts and hospitality (Entertainment) must be in accordance with the Company's guidelines.

  • Political Contributions

    A political contribution means direct or indirect help, financial or in-kind, to support a political cause, including loans, gifts or services, advertising or promotional activities endorsing a political party, purchase of tickets to fundraising events, contributions to entities with close associations with a political party and release of employees without pay from the employer or to represent the Company in undertaking political campaigning.

    The Company has adopted a policy of political neutrality. In exceptional circumstance, if a contribution is made to support the democratic system, it must not be prohibited under any applicable law and must be accurately recorded. Also, sufficient appropriate evidence and the approval procedure are provided for subsequent audits.

    The Company supports local and national voting, which preserves the essential rights and responsibilities of the citizens of a democracy. However, political contributions or activities must be private matters, not on behalf of the Company.

  • Sponsorships and Charitable Contributions

    Sponsorships and charitable contributions, being a part of its commitment to corporate social responsibility without demand or expectation of a business return or being a way that should generate positive publicity and good corporate image, must be transparently and legitimately provided by ensuring that they are not applied or claimed for fraud and corruptions.

    In any case, charitable contributions must be accurately recorded. Sufficient appropriate evidence and the approval procedure are provided for subsequent audits.

  • Business Relations and transactions with the Public Sector

    Any operations in regard to business relations or transactions with public sector must be carried out transparently and strictly in alignment with related rules and regulations and applicable laws.

Measures

  1. Board, management, employees must comply with the Anti Fraud and Corruption Policy and measures, the Company's corporate governance guidelines and business code of conduct, including other related guidelines and policies by not involving in fraud and corruption, whether directly or indirectly.
  2. Employees should not neglect or ignore when they face or doubt any act that is considered fraud and corruption by notifying supervisors or responsible persons or through suitable report channels and cooperate in the fact-finding investigation.
  3. Under this policy, no employee will suffer demotion, penalty or other adverse consequences for refusing any acts of fraud or corruption, even if such refusal may result in the Company losing business.
  4. The Company communicates its Anti Fraud and Corruption Policy and measures, including channels of whistleblowing, complaint or recommendations within the Company through various means such as orientation, the intranet, or newsletter to enhance understanding for employees, all agents of the Company and its subsidiaries, affiliates and other companies under control of MINT in the implementation of the policy.
  5. The Company communicates Anti Fraud and Corruption Policy and measures, including channels of whistle-blowing, complaint, or recommendations to the public and stakeholders through various means such as the Company's website, annual report and etc.
  6. The Company sets up risk management on Anti Fraud and Corruption by assessing and ranking risks, and defining suitable measures, as well as following up on the implemented measures.
  7. The Company sets up personnel management processes to reflect its commitment to the Anti Fraud and Corruption policy and measures, from the selection of personnel, training, performance assessment, compensation, promotion, to an organizational structure with suitable division of duties for checks and balances, as well as ensuring sufficient and suitable skilled resources and personnel to implement the policy.
  8. The Company sets up a Corporate Authorization Procedure that is clear, concise, efficient, transparent, and open to scrutiny.
  9. The Company sets up an internal control system covering finance, accounting, data entry, as well as other organizational processes, which is relevant to Anti Fraud and Corruption Measures. The Company also ensures that internal control findings are communicated to responsible personnel.
  10. The Company has documentation, sufficient appropriate evidence and record keeping procedures for audit accuracy to ensure that no record has been missed, unexplainable or false.
  11. The Company sets up an internal audit system covering major activities, including sales, marketing, procurement and etc. to ensure that the system meets the objectives, as well as monitoring the operation so that it complies with rules, work practices, regulations, and, finally, provide recommendations on the improvement of processes for greater efficiency.

Penalty

  1. Any person fails to comply with this policy, including supervisor who ignores misconduct or is aware of misconduct but fails to deal with it, will be subject to applicable laws and disciplinary action, up to and including termination of employment. Ignorance for this policy and/or local laws is not an excuse for failure to comply.
  2. Any agent, intermediary and partner who violate the terms of this policy, or know of and fail to report potential violations to the Company's management, or mislead investigators over potential violations, will face contract termination.

Gifts and Hospitality (Entertainment) Guidelines

Policy Statement: The acceptance or offering of a gift or personal benefit from/to a past/current/prospective Related Business Partner can be improperly/unduly influential. This can be or can be seen to be a reward or create an obligation which can hinder proper and impartial decision-making. On the other hand, there are circumstances where it is lawful and permissible to offer and accept gifts and benefits.

Applicability: These gift and hospitality guidelines apply to all Company employees who make purchasing decisions and/or decisions regarding the award of contracts, services or other material benefits (eg free or discounted room nights) or are in a position to influence such decisions.

Gifts and Hospitality (Entertainment) are defined as anything of value that an employee or employees of the Company provides or receives to/from Related Business Partners. These are permitted to a certain level in order to build relationships in an acceptable manner with appropriate value and in accordance with traditions and applicable laws. However, to ensure the transparency and the fact that gifts and entertainment are not offered or received with the expectation of favorable treatment in return that may undermine impartiality and/or appear as fraud and corruption, the Company has established guidelines for gifts and hospitality (entertainment) as follows:

  1. Receiving or offering gifts and hospitality (entertainment) is permitted according to tradition but must not impact or influence the Company's operations and business decisions.
  2. Receiving or offering gifts and hospitality (entertainment) must be transparent and not with the expectation of favorable treatment in return.
  3. Receiving or offering gifts and hospitality (entertainment) must be in accordance with applicable laws and regulations as well as the Company's related policies, procedures, guidelines and manuals.
  4. Offering gifts and hospitality (entertainment) must be done on behalf of the Company. In any case, all expenses related to gifts and hospitality (entertainment) must be accurately recorded. Sufficient appropriate evidence and the approval procedure are provided for subsequent audits.
  5. Receiving gift during traditional occasion is allowed for a gift with a monetary value not greater than THB 7,000 (or equivalent), however receipt of this gift must still be reported to his/her supervisor. Receiving gift valued over THB 7,000 (or equivalent), the employee must obtain the approval of his/her supervisor.

Listed below are examples of gifts and hospitality (entertainment) that can be accepted:

  • Souvenirs or promotional products in reasonable values with the organization's logo.
  • Gift or hamper during festive season.

Listed below are examples of gifts and hospitality (entertainment) that cannot be accepted:

  • Cash (other than a typical gratuity for those employees who normally receive tips as part of their compensation)
  • Entertainment activities or any similar form, considered that is of more than nominal value, for personal benefit, e.g., travelling abroad.

If there is any doubt as to whether a gift or hospitality (entertainment) is permitted or required to be reported, an employee should consider it to be reportable and consult with his/her supervisor.

Human Rights Policy

At Minor, we are committed to growing business and simultaneously improving economic, social and environment of communities where we operate. To reinforce our social commitment through our core values and good corporate governance, we pledge to embed human rights in our operations and with relevant stakeholders throughout our value chain. Stakeholder engagement is one of the tools to obtain inputs to manage human rights impacts and relevant mitigations.

Minor’s Human Rights Policy is adapted from the United Nations Guiding Principles on Business and Human Rights, Children’s Rights and Business Principles by UNICEF, the UN Global Compact and Save the Children, and applicable international and local regulations.

The Human Rights Policy applies to Minor International PCL and the entities that it owns and controls. Minor is committed to working with and encouraging our stakeholders in the value chain, including all the franchisees and suppliers, to uphold and adopt the principles in this policy.

This policy shall be communicated to all employees and relevant stakeholders in Minor’s value chain. The policy will be translated where needed. Relevant policies and guidelines shall be trained to relevant employees and stakeholders.

Protection of employee rights

At Minor, we inculcate a corporate culture where our people are firmly committed to ethics and integrity. Our employees’ rights are highly respected and all applicable treatments are to be in compliance with relevant local and international regulations of the fields below:

  • Work hours, minimum wages and benefits

    We will operate in full compliance with applicable wage, work hours, overtime and benefi¬ts laws and will compensate employees fairly reflecting the industry and local labor market conditions.

  • Labor standards, safe and healthy workplace

    We will provide our employees with safe and healthy working conditions and reasonable daily and weekly work schedules which complies with applicable safety and health laws and regulations. We are committed to maintaining a productive workplace by minimizing the risk of accidents, injury and exposure to health risks.

  • Diversity, Non-Discrimination and Non-harassment

    Minor values the contributions from the diversity of the people whom we work with. We are dedicated to maintaining workplaces that are free from discrimination or harassment on the basis of race, sex, color, national or social origin, religion, age, disability, sexual orientation, political opinion or any other status protected by applicable law. We respect rights of our employees and our stakeholders and will adopt reasonable and inclusive practices throughout our operations and seek to eradicate prejudice, discrimination and harassment.

  • Fair treatment

    We are committed to treat our employees with respect and fairness. The processes of recruitment developing, compensating and promoting shall be done with transparency, integrity and fairness. We value employees' voices and feedback.

  • Freedom of association and collective bargaining

    We respect our employees’ freedom of association and the right to choose a collective bargaining representative, if desired.

  • Prevention of Forced labor and human trafficking

    We prohibit the use of all forms of forced labor, including prison labor, indentured labor, bonded labor, military labor, slave labor and any form of human trafficking.

Protection of children rights and child labor

We are committed to complying with relevant local and international regulations on children rights and child labor. Applicable programs shall be designed to maximize positive impacts and minimize negative impacts on children.

Monitoring

Our Whistle-Blower Policy stipulates that employees who report unethical practices are protected. Two contact channels are available: email addressed to whistleblower@minor.com which will reach the Whistle-Blower Steering Committee’s Secretary, Head of Internal Audit & Risk Management and Head of Corporate Secretary; or post addressed directly to the Whistle-Blower Steering Committee. All reports are subject to appropriate investigation and are brought to full closure using systematic processes and tracking systems with confidence that Whistle-Blowers would not be threatened or harmed.

At Minor, our Audit & Risk Management team, which reports to the Board’s Audit Committee, is responsible for reviewing the overall implementation of risk management across the company to ensure that key risks, including human rights risks, are identified and effectively managed. The Audit & Risk Management team will monitor day-to-day operations against identified risks and their applicable mitigation.

All findings from Whistle-Blower and the Audit & Risk Management team will be reported to the Board and assure that all negative potentials are mitigated.

Risk Management Policy

1. OBJECTIVE

To put in place an effective risk management processes, including appropriate procedures that help identify, monitor and control risk exposures to our business strategies and objectives.

2. RISK DEFINITION

  1. A potential future event that might occur and may influence the achievement of business objectives.
  2. That includes also the risk of missing a Business Opportunity.
  3. Determined by impact and likelihood of the event

3. RISK CATEGORY

  1. Strategic Risk

    The risk that can arise as a result of ineffective or inadequate business strategy decisions in relation to competitors, the market and consumers including the risk of inefficient and/ or ineffective allocation of capital resource as part of strategy.

  2. Financial Risk

    The risk that a company will not have adequate cash flow to meet financial obligations which may arise from exchange rate, interest rate or liquidity.

  3. Compliance Risk

    The risk of a breach or violations to contract with Business Partners or applicable laws and regulations

  4. Operational Risk

    The risk of loss arising from inadequate or failed internal processes, or from personnel and systems, or from external events e.g. natural disasters.

4. ROLES AND RESPONSIBILITIES

  1. The Board of Director has responsibility for creating and oversight the environment structures for risk management to operate effectively.
  2. The Audit Committee helps the Board of Director in reviewing adequacy of overall risk management process and providing advice to management on risk management.
  3. The Steering Committee has responsibility for reviewing overall implementation of risk management across the group to assure that key risks are identified effectively managed.
  4. Business Units is a risk owner and has primary responsibility to promoting risk awareness within their operations and effectively managing risks on a day to- day basis
  5. Risk Management Function is responsible for proposing and updating risk management policy, building risk awareness culture within the organization, including appropriate education, establishing internal risk policy and structures for business units, designing, reviewing and advise processes for risk management within the organization and preparing risk reports to The Risk Steering Committee and The Audit Committee.
  6. Internal Audit has responsibility in steering internal audit works towards key risks as identified by management, performs auditing to assess effectiveness of risk mitigation actions across the group, and report the result to senior management and The Audit Committee for improvement opportunity.

5. RISK MANAGEMENT PROCEDURE

The Minor Group recognizes that managing risk effectively is critical to achieving business objectives. Every Business and Function should review their business environment, state clear business objectives and:

  • Identify risks to the achievement of those objectives
  • Assess the impact and likelihood of the risks materializing
  • Implement effective actions designed to:
    - achieve business objectives
    - safeguard company assets from inappropriate use, loss or fraud;
    - facilitate economic, effective, efficient of operations
    - and enable compliance with company policies, procedures and related laws and regulations

Every Business and Function should also monitor, communicate and report changes in the risk environment and the effectiveness of actions taken to manage identified risks on a quarterly basis to its senior management.

6. RISK MEASUREMENT

The Group recommends the following standard Risk Matrix to aid management in this process.

Hotel and Food Group

Retail Group and Corporate Functions

7. RESPOND TO RISKS

Three generic actions can be taken to manage risks:

  1. Accept and control the risk: Accept the risk and put in place appropriate controls (preventative and detective) to manage the risk to maximize value.
  2. Transfer and/or share risk: Some risks are transferred (for example to an insurance company) or shared (for example with contractors or joint venture partners).
  3. Terminate or forego activity: Risks are avoided, for instance by stopping an activity or withdrawing from a country or market. Some risks are terminated in part through sale or divestment. However, it is important to establish whether all of the risk will be terminated or whether some will remain with the business.

8. RISK'S GOVERNANCE STRUCTURE & REPORTING

Governance Structure of Risk Management

Note :

  1. Head of Finance of each BU should be focal point for risk management review and monitoring process
  2. Risk mgt team is required to attend all risk reviews. Minute of the review at all level is to be recorded and retained.
Risk Management Policy on Customer's Money Laundering and Customer Acceptance Policy

The company has the responsibility and ethics to determine the policy and practices for risk management on customer's money laundering and the Customer Acceptance Policy as the company is running a business that involves foreign exchange transactions from customers who are using services provided by the company. The company is committed to protecting the organization from being a money laundering source and supporting terrorism by strictly complying with the law on anti-money laundering as well as related laws and practices specified by the Anti-Money Laundering Office.

The company has set out a policy and various measures to ensure that the above policy will be fulfilled such as the Customer Acceptance Policy, risk management measures, practices from examining the facts about customers, and to ensure that these measures and practices are followed by everyone in the organization in an efficient manner. The guidelines for examining the facts about customers are as follows:

1. Objectives

The company has determined a policy that is approved by the company's board of directors with the commitment to anti-money laundering and combating the financing of terrorism. The company has also the responsibility and ethics to comply with the law on anti-money laundering and follow the international standards on anti-money laundering and combating the financing of terrorism.

The company has the customer acceptance policy, the risk management that may involve money laundering by customers, and the principles of practices on the examination procedure for the facts about customers which is the main procedure in examining and preventing the company from being a money laundering source or providing financial support to terrorism that is in line with the specified laws. In this regard, the company will be responsible for managing the organization and personnel so as to ensure of the compliance to such a policy in a continually efficient manner.

2. Responsibility to comply with the company's policy

  1. The company's authorized executive recognizes the importance of anti-money laundering and combating the financing of terrorism by ensuring that every employee must strictly follow the policy, regulations and practical guidelines provided by the Anti-Money Laundering Office.
  2. The company has assigned the authorized executive responsible for the compliance of the law on anti-money laundering to coordinate with the Anti-Money Laundering Office.
  3. The authorized executive of the company has determined the risk control measures against potential money laundering activities and financial support to terrorism that may arise from the foreign exchange services provided by the company.
  4. The authorized executive of the company has provided support and encouraged employees to acquire knowledge and understanding on anti-money laundering and combating the financing of terrorism in an adequate manner, and to enable the efficient compliance with the law on anti-money laundering.
  5. The authorized executive of the company has set out orders, regulations and work manuals that are consistent with the policy on anti-money laundering and combating the financing of terrorism determined by the Anti-Money Laundering Office. However, in case that the regulations and guidelines stipulated under this law or other related laws that are not consistent with the practices, the company has followed the more strictly stipulated laws.

3. Customer Acceptance Policy

The company has determined the procedures in establishing or refusing business relationships or making transactions with regular and irregular customers by acquiring customer's information so that they can be identified accurately and verified against the name list with legally specified risks in order to prevent the company from being used as a tool or medium in money laundering or financial support to terrorism.

4. Customer Verification and Identification

The company has determined the types of regular and irregular customers so as to obtain information and identification evidence as specified by the law, and the company has verified customer's information so as to identify the customer before implementing any further risk management procedures as specified by the law.

5. Management of risks that may involve money laundering by customers

The company has determined measures in considering risks that may involve money laundering by customers as specified by the law and may be consistent with the Anti-Money Laundering (AML) international standards so as to ensure that such measures can prevent or reduce the risk of using the company as a channel or medium for money laundering and financial support to terrorism.

  1. The company has determined the risk assessment regarding money laundering and financial support to terrorism so as to realize the level of needs for collecting data and identification evidence appropriately according to all levels of risks involved with money laundering and financial support to terrorism.
  2. The company has provided more appropriate and rigorous measures in examining and verifying the facts about a customer who has a high risk of committing money laundering.
  3. The company has determined the risk management procedure and review of information and the facts used in managing customer risks on a regular basis, particularly for those customers with high risks of committing money laundering. If the facts for risks of money laundering or financial support to terrorism are found, the company must examine so as to decline the relationship with the customers. However, if the relationship is to be established or maintained, the company must report as suspicious transactions to the Anti-Money Laundering Office immediately.

6. Personnel Development

In the annual work plan, the company provides employee trainings concerning to foreign exchange transactions so that employees are aware of rules, regulations and information updated from the Anti-Money Laundering Office, and can apply such knowledge in an appropriate and practical manner.

7. Use of information technology in examining the facts about customers

The company provides access to various databases to be used in examining the facts about customers as specified by the law, for example, information on individuals committing predicate offences or money laundering, a list of individuals with a political status associated with some countries, a list of groups of individuals who have been concluded or announced under the resolution of the United Nations Security Council to have committed terrorism, and so on, by using information technology designed for anti-money laundering activities efficiently.

8. Examination of the facts about customers

The company has set up a procedure for examining the facts about customers of all types until customers terminate the relationships. Also, customer information will be checked and updated on a regular basis such as reviews of customer information and requests for important supplementary documents. Customer information will be cross-checked with various customer databases while suspicious transactions will be monitored by an efficient and timely system with clear working procedures. Risk management and examination of the facts about customers will be reviewed constantly for the whole period of the relationship with customers. Such information will be kept and maintained as stipulated by the law.

9. Report of suspicious transactions found when examining the facts about customers

  1. The company has determined a system for reporting suspicious transactions to the Anti-Money Laundering Office under the conditions and requirements of the law on anti-money laundering and related regulations.
  2. The company has developed a system or method to ensure the reporting of suspicious transactions will be in time and enable the finding of traces of unusual or suspicious transactions.
  3. The company has determined the features of suspicious transactions at least according to the guidelines specified by the Anti-Money Laundering Office such as foreign exchange in cash of more than 500,000 Baht or other suspicious items.
  4. The company is not obliged to inform customers that their suspicious transactions are reported to the Anti-Money Laundering Office.

10. Data Storage

  1. The company stores documented data and identification evidence or other documented evidence of customers that are used in examining the facts about customers as stipulated by the law.
  2. The company stores documented data and evidence regarding transaction reports, risk assessment and analyses of customer information that relate to the examination process as stipulated by the law, for 5 years from the date of making transactions.
  3. Should the Anti-Money Laundering Office request for data examination, the company should ensure the availability of such data for examination at all times. The duration of data collection and storage must be consistent with the related policies, regulations, practices, and legal requirements.

11. Others

The same policy and practices are applicable to the entities in the Group as defined by the Company.

Whistle-Blower Policy

Minor International Pcl. ('the Company', 'MINT') believes that employees are valuable assets of the Company and is determined to ensure that every employee is confident in the organization through working environment, fair treatment, benefits, training and development. Aiming to develop good governance, promote the high ethical standards and behavior in organization, the Company with a Business Code of Conduct, encourages employees to report unethical practices (whether or not a violation of law) and require employees to address the suspected integrity violations or complaints to a Whistle-Blower Steering Committee to investigate and examine the issue. The Company will protect those who come forward to report such activities.

Objective

The objective of the Whistle-Blower policy is to conduct business with high ethical standards and also to detect and root out wrongdoing and behavior inconsistent with MINT corporate values.

The Composition of Whistle-blower policy

  1. The Whistle-Blower Steering Committee ('the Steering Committee') is chaired by Chief People Officer (CPO). Group Director of Internal Audit & Risk Management, Director of Corporate Secretary and Head of each business units (VP or GM level of hotel, food, retails, corporate) are members. The Steering Committee is responsible for the Whistle-Blowing issue including investigating and reporting to the Nominating and Corporate Governance Committee.
  2. Secretary to the Steering Committee ('the secretary') consists of HR Director of each business unit (HR Director of hotel, food, retails, corporate). The secretary is responsible for screening the whistle-blowing issues, fact finding before submitting the valid issue to the Steering Committee.
  3. Employee means management, employees of MINT, MINT's subsidiaries and affiliates.

Channels

Employees who would like to speak out concerning wrongdoing or violations of laws and rules, unethical practices, misconduct issues, etc. can contact via channels below:

  1. Email: whistleblower@minornet.com (this e-mail will run through the secretary, Group Director of Internal Audit & Risk Management and Director of Corporate Secretary)
  2. Post: Whistle-Blower Steering Committee
    MINOR Group
    Human Resource Department (Whistle-Blower)
    75 White Group II Building, 6th Floor,
    Sukhumvit 42 Road, Klongtoey
    Bangkok 10110

Procedures for investigation process

  1. Fact Finding: The secretary will gather all Whistle-Blowing issues and determine the facts. The secretary will instruct related parties to collect pertinent of information. Fact finding should be done within 7 working days after receiving the Whistle-Blowing complaint.

    • If the issue is against member of the Secretary, such Secretary cannot be involved in the fact finding and investigating process.
    • If the issue is against Chairman of the Steering Committee, such issue needs to send to Chairman of Audit Committee
  2. Determining the Issues: If the Secretary determines the issue is valid, the issue will be brought to the Steering Committee to complete the investigating process.

    If the Secretary determines the issue is invalid, the issue will be dropped and will be reported to the Steering Committee with the rationale.
  3. Investigation: The Secretary will call a meeting of the Steering Committee. The Steering Committee may assess and screen the information to determine the steps and appropriate measurement and finalize the issue within the following month.

    The Steering Committee shall have the authority to authorize, appoint and consult with the legal department and/or the internal audit department and/or other appropriate departments to investigate the issues.
  4. The Decision: If the decision absolves no the defendant of any wrong-doing, he/she has the right to disclose the decision to the public.

    If the decision finds the defendant guilty of any wrong-doing, the Steering Committee shall determine corrective actions as deemed appropriate.
  5. Reporting: The Steering Committee will normally report the Whistle-Blowing issue and work in progress to Nominating and Corporate Governance Committee on a quarterly basis regarding:- Total number of issues received, Nature of issues, Outcome of investigation, Action taken, etc. If the matter is an important one or significant by quantitative measures or related to the Company's senior executives, the issue will be brought to the attention of the Audit Committee and Board of Directors.

Protection

Confidentiality will be maintained to the fullest extent possible. All reports are subject to appropriate investigation and are brought to full closure using systematic processes and tracking systems with confidence that Whistle-Blowers would not face persecution. This includes mitigation of trouble for Whistle-Blowers if their reporting was done in good-faith without any malice to the Company or any other party. Those who incur harm will be compensated in a fair and appropriate manner.