The Code of Conduct

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RATCH adheres to ethic, morality, integrity, good governance principles and code of conduct implementation in doing business.

Regarded as a business norm, best practices concerning stakeholders throughout the company’s value chain are covered in order to be a key driver towards sustainable business growth.

RATCH’s code of conduct was compiled from the best practices for business operation. In accordance with the company’s rules and regulations, the management and all employees including related parties simplify to study and commit to comply with this code of conduct. Moreover the Board of Directors and management have regularly reviewed the corporate code of conducts to ensure that the business operation’s principles will embrace with current situation and the context of economy, society and environment.

Business Ethics and Compliance

Element of Code of Conduct

Compliance with Code of Conduct and supervision

Whistleblowing Channels

Corporate website Whistleblowing Channel
Postal (Address to the report receiver)
RATCH Group Public Company Limited
72 Ngam Wong Wan Road, Bangkhen,
Muang Nonthaburi, Nonthaburi 11000 Thailand
E-mail

1. Chairman or directors : directors@ratch.co.th

2. Independent directors : id@ratch.co.th

3. Audit Committee : ac@ratch.co.th

4. Chief Executive Officer : ceo@ratch.co.th

5. Vice President - Head of Internal Audit Division : internalaudit@ratch.co.th

6. Supervisors (for employees only)

Compliance Monitoring

Organizational body Roles and Duties
Board of Directors Ensures compliance with Code of Conduct and anti-fraud and corruption practices and sets forth the Anti-Fraud Corruption Policy and regulations, including overseeing the handling of complaints regarding code of conduct violations, impact management, and repetition prevention.
  • The Chairman and Independent Directors are responsible for receiving complaints related to actions that may violate the code of conduct.
Corporate Governance and Sustainability Committee Supervises compliance with the governance policy and regulation, the Code of Conduct, and corporate guidelines on environmental, social and governance operations as well as monitors the handling of complaints in cases of code of conduct violations, impact management, and repetition prevention.
Audit Committee Regulates the systems dealing with internal control, accounting/financial reporting, internal audit and management of fraud risks system as well as monitors the handling of complaints, impact management, and repetition prevention.
Chief Executive Officer Devises effective guidelines supportive to compliance with the Code of Conduct and anti-fraud and corruption regulation and establishes communications and training for employees at all levels. Review them as appropriated as well as. Furthermore, he serves as a channel for receiving complaints about code of conduct violations, handling complaints, providing remedies for impacts, and preventing repetition, while reporting to the Audit Committee, the Governance and Sustainability Committee, and Board of Directors.
Corporate Governance Working Committee
  • Has Executive Vice President - Corporate Administration as the working committee chairman and Head of Company Secretary Office as secretary.
  • Comprises of 7 members who are Executive Vice President of all functions and relevant departments.
  • Monitors, learns, reviews and improves the corporate governance policy for alignment with international practices, legislation, rules and regulations; and promotes awareness on governance and anti-corruption practices.
  • Monitors compliance and complaints and completes quarterly reports.
  • Promotes awareness among employees regarding good corporate governance and anti-corruption.
  • Assesses fraud risks, processes and completes Fraud Risk Register.
  • Monitors the implementation of risk management plan and reports progress to Chief Executive Officer, the Corporate Governance and Sustainability Committee and the Audit Committee.
Internal Audit Department
  • Monitors complaints and compliance with the Code of Conduct and file reports to the Corporate Governance and Sustainability Committee and the Audit Committee.
  • Audits the fraud risk policy, process and procedure; and assesses the internal control in work processes that present risks and likelihood for the formation of corrective actions..
  • Responsible for receiving complaints and reporting to the Chief Executive Officer and the Audit Committee.
Supervisors
  • Educate subordinates and ensure their understanding in compliance with the Code of Conduct and anti-corruption practices as well as possible risks in case of violation.
  • Reports to supervisors or responsible persons when witnessing or suspecting possible violation.
  • Cooperates with the departments or individuals assigned to conduct investigation.
  • Acts as role models in compliance and ensures employees and relevant individuals realize the necessity of compliance.
  • Reviews and reports compliance results to supervisors on a regular basis.
  • Serving as a channel for employees to report or file complaints about actions that may violate the company’s code of conduct and reporting such complaints to the Chief Executive Officer.
Employees
  • Study and comprehend the Code of Conduct, particularly the sections involving their responsibility and anti-fraud and corruption practices and ask for clarification, when in doubt, from supervisors and/or responsible persons.
  • Report supervisors or responsible persons when witnessing or suspecting possible violation.
  • Cooperate with the departments or individuals assigned to conduct investigation.
  • Act as role models in compliance and ensures colleagues realize the necessity of compliance.
Communication Team Educate and communicate on compliance, probable violation, the complaint and whistleblowing procedure, and preventive measures against anti-fraud and corruption via communication material or training.

Legal compliance

Legal compliance is a best practice included in the Code of Conduct, demanding:

  • All of the Company's business operations must comply with applicable local and international laws, including trade competition or antitrust laws.
  • All executives and employees must adhere to and seriously respect and comply with relevant laws and regulations.
  • All executives and employees must acknowledge and comply with the requirements of laws and regulations in force or related to their job responsibilities.
  • All executives and employees must cooperate and treat regulatory officers professionally with integrity.
  • Executives must incorporate requirements and regulations that affect the Company's business operations into its strategic plan and business processes.
  • There must be a team with relevant regulatory knowledge or expertise in government matters, including compliance risk management.
  • All executives and employees are obliged to constantly monitor changes in new laws and regulations.

Performance in 2024

Activity Performance
Approaches to ensure compliance with the Code of Conduct
  1. Building awareness and understanding in the Code of Conduct
    • All employees recruited in 2024, 19 in total, received training.
    • Public relations messages communicated through media involved key issues such as respect for human rights, anti-fraud and corruption practices and complaint channels.
    • All executives and employees (100%) studied and learned about the revised Code of Conduct via the Intranet and acknowledged their compliance with the Code of Conduct.
  2. Fulfillment of one’s obligations
    • All employees (100%) passed the evaluation on knowledge and understanding in the Company’s Code of Conduct and anti-fraud and corruption practices, scoring above the requirement of 80 points.
    • No complaint about Code of Conduct violation.
Follow-up on legal compliance RATCH, subsidiaries, and controlled joint ventures fully complied with the laws, and there was no violation and/or violation-related penalty.
Training on legislation and regulations concerning the Company’s business operations
  • Correct compliance with Personal Data Protection Act
  • Act on Imposition of Non-Criminal (Pinai) Regulatory Fines, B.E. 2565 (2022)
  • Draft Climate Change Bill
  • Disclosure of shareholders to the Stock Exchange of Thailand (SET)
  • Revision of Stock Exchange of Thailand (SET)’s regulations for listed companies
  • Revision of the rules on report on changes to securities holding
  • Changes to the deadline of information disclosure to the SET
  • Basic legal knowledge on “possession” and “ownership”
  • Criteria, conditions and methods to disclose securities issuers’ information on financial status and operating results
RATCH’s Code of Conduct
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