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Business Ethics and Compliance

The Company adheres to ethics, morality, and integrity in conducting its business under good corporate governance and the Company’s Code of Conduct, which sets out appropriate standards of practice for directors, executives, employees, and relevant persons in the performance of their duties, in compliance with applicable laws, rules and regulations, and the Company’s Articles of Association.

RATCH prepared and announced the Code of Conduct in 2001, setting forth the operational guidelines for the Company, subsidiaries and joint ventures under operational control. Based on the principles of ethics, morality, honesty, transparency, and the absence of fraud and corruption, the Code of Conduct ensures the good governance of business operations and compliance with laws, rules, regulations and relevant universal standards which will guide the organization towards responsible and sustainable growth.

Business Ethic and Compliance

RATCH specifies a governance structure to ensure compliance with the Code of Conduct, involving all levels from the Board of Directors, the Management, and working groups/divisions to employees. All employees, including executives and directors, are closely monitored for their compliance, while external parties representing the Company, including advisors, representatives and independent contracting parties, shall agree to follow the Code of Conduct.

RATCH has also integrated anti-fraud and corruption practices and compliance monitoring into the governance structure. (Details of the compliance governance structure are available in the Code of Conduct.

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Code of Conduct RATCH Group Public Company Limited

Governance Structure

To promote ethical and transparent business conduct and uphold its commitment to anti-fraud and anti-corruption practices, the Company has established governance and monitoring processes to ensure compliance with its Code of Conduct, as well as measures to prevent fraud and corruption, as follows:

Compliance Monitoring
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Board of Directors:
  • Ensure compliance with Code of Conduct and anti-fraud and corruption practices.
  • Set the anti-fraud and corruption policy and relevant procedures.
  • Designate Chairman and independent directors to take charge of reports on breach incidents of the Code of Conduct.
  • Oversee and monitor the handling of breach incident reports and their impacts, as well as prevent repetition.
Audit Committee:
  • Regulate the systems dealing with internal control, accounting/financial reporting, internal audit and management of fraud risks system; and review the adequacy.
  • Act as a channel to receive reports on breach incidents, monitor the handling of complaints and impacts, and prevent repetition.
Corporate Governance and Sustainability Committee:
  • Ensure compliance with the Code of Conduct and policies/regulations relating to corporate governance, environmental and social issues.
  • Follow up on the handling of breach incident report, impacts, and prevention of repeated acts.
Chief Executive Officer:
  • Devise effective guidelines supportive to compliance with the Code of Conduct and anti-fraud and corruption regulation; and review the guidelines as appropriate.
  • Establish communications and training for employees at all levels to raise awareness.
  • Act as a channel to receive breach incident reports.
  • Handle breach incident reports, take remedial actions, and prevent repetition, before reporting the results to the Audit Committee, the Corporate Governance and Sustainability Committee and the Board of Directors for their acknowledgement.
Corporate Governance Working Committee:
  • Executive Vice President, Corporate Strategy and Sustainability as the working committee chairman and Head of Company Secretary Office as secretary, for quarterly meetings.
  • Review the Code of Conduct guidelines and the Corporate Governance Policy to ensure alignment with universal standards/laws/criteria/regulations, industry best practices and the current business context.
  • Monitor compliance with the Code of Conduct and breach reports and report to the Corporate Governance and Sustainability Committee every quarter.
  • Promote awareness-building activities regarding good governance and anti-corruption practices.
  • Assess/prepare the Fraud Risk Register and set guidelines on fraud and corruption risk management.
  • Monitor the implementation of risk management plan and report the results to relevant parties.
Internal Audit Department:
  • Monitor complaints and compliance with the Code of Conduct and file reports to the Corporate Governance and Sustainability Committee and the Audit Committee.
  • Audit the fraud risk policy, process and procedure; and assess the internal control in work processes that present risks and likelihood for the formation of corrective actions.
  • Serve as a channel to receive complaints and report to the Chief Executive Officer and the Audit Committee.
Supervisors:
  • Act as role models in compliance and ensure compliance by employees/relevant individuals.
  • Educate subordinates and ensure their understanding in compliance with the Code of Conduct and anti-corruption practices as well as possible risks from breach incidents.
  • Inspect compliance with the Code of Conduct and anti-fraud and corruption practices and report to next-level supervisors or responsible persons on a regular basis or immediately when witnessing or suspecting possible violation.
  • Cooperate with the departments or individuals assigned to conduct investigation.
  • Serve as a channel for employees' reporting of breach incidents and submit the reports for the Chief Executive Officer's acknowledgement.
Employees:
  • Study and comprehend the Code of Conduct, particularly the sections involving their responsibility, and anti-fraud and corruption practices for strict compliance; and ask for clarification, when in doubt, from supervisors and/or responsible persons.
  • Notify supervisors/responsible persons when witnessing or suspecting possible violation of the Code of Conduct or an act of corruption.
  • Cooperate with the departments/responsible persons assigned to conduct investigation.
  • Be role models in compliance and ensures colleagues realize the necessity of compliance.
Communication Team:
  • Educate and communicate on compliance, unethical acts, the complaint and whistleblowing procedure, and preventive measures against fraud and corruption.

Key principles of Code of Conduct

The revised Code of Conduct, signed by the Company's Chairman, was effective on 19 December 2024 and published for the acknowledgement of all involved. All employees have signed the acknowledgement form. Its key principles are as follows:

Business Practices
  • Legal compliance
  • Fight against corruption and bribery
  • Prevention of conflict of interest
  • No giving/taking of inappropriate gifts, receptions, and other benefits
  • Political neutrality
  • Anti-money laundering
  • Earnest transactions with the government sector.
  • Fair competition
  • Protection and use of inside information in the Company's best interests
  • Overseas operations based on locality's conditions
  • Adherence to sustainable business principles
Treatments of Stakeholders
  • Generate decent returns to shareholders in a transparent, honest and equitable manner.
  • Respect employees' rights and human dignity by strictly following labor laws/regulations and providing proper and fair compensation and welfare.
  • Deliver quality product/service to customers with continuous development and relationship management.
  • Honor the obligations to all creditors and treat all equitably and strictly and honestly follow terms and conditions.
  • Provide standard, transparent and equitable treatments of all suppliers/vendors in line with universal laws/practices, and nurture collaboration.
  • Abide by laws as well as fair competition and anti-monopoly practices.
  • Strictly honor agreements and commitments to business partners, ensuring mutual benefits for optimized business interests.
  • Strictly abide by rules and regulations and promote cooperation.
  • Emphasize responsibility for community, society and the environment in line with local and international standards/agreements.
Operational Excellence
  • Give priority to safety, occupational health and work condition.
  • Prevent and find solutions to drug problems in the workplace.
  • Protect and safeguard the life and property of employees and relevant outside job operators.
  • Ensure effective crisis management and business continuity.
Safeguarding of Company's Information and Financial and Other Assets
  • Record, report and safekeep data, ensuring completeness and transparency.
  • Ensure international-standard reliable and credible controllership.
  • Use the Company's assets only to benefit the Company.
  • Utilize, safeguard, and invent/develop intellectual property in the Company's best interests.
  • Utilize and safeguard the Company's computer, email, Internet and the information technology system for work only; do not commit any act that could disturb the computer and Internet systems; and give priority to security.
  • Use inside information for securities trading and/or giving trading advice strictly in line with the Office of the Securities and Exchange Commission and the Stock Exchange of Thailand's disclosure rules and criteria.
Human Rights
  • Honor the Company's intention to uphold and protect basic rights and human dignity in accordance with universal human rights principles.
  • Treat others with respect for their rights, freedom and equality.
  • Strictly protect personal privacy and confidential information.
Information Disclosure
  • Disclose inside information through a thorough, equitable, timely and standardized approach.
  • Be cautious in communicating with investors, analysts and media and seek the Management's approval for all external communications.
  • Apply a fair and equitable approach to investor relations, considering the best interests of shareholders and stakeholders.
Environmental Stewardship
  • Honor and follow environmental laws and best practices domestic and internationally in managing and preserving natural resources.
  • Put the best effort in responding and combatting all climate-related threats.
Code of Conduct applies to:
  • Executives and employees
  • Subsidiaries under operational control
  • External parties representing RATCH
  • Subsidiaries not under operational control shall acknowledge the Code of Conduct and align their practices accordingly.
“The person violating or breaching the Code of Conduct is subject to disciplinary actions and the penalties range from verbal warnings, written warnings, suspension and suspended wage increase or annual bonus, to termination. They are also subject to criminal penalties if such act violates the law.”

Whistleblowing Channel

Postal
(Address to the report receiver)
RATCH Group Public Company Limited
72 Ngam Wong Wan Road, Bangkhen,
Muang Nonthaburi, Nonthaburi 11000 Thailand
Through the Company’s website by filling the contact form below
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 and President : ceo@ratch.co.th
  5. Vice President - Head of Internal Audit Division : internalaudit@ratch.co.th
  6. Supervisors (for employees only)

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.

Compliance with Code of Conduct in 2025

All employees and personnel of the Company remained committed and strictly followed the Code of Conduct, resulting in zero breach incident. The evaluation on knowledge and understanding in the Code of Conduct remained a part of their annual performance evaluation.

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Actions results
Enhancement of employees’ knowledge/understanding in Code of Conduct
Enhancement of employees’ knowledge/understanding in Code of Conduct
  • All new recruits in 2025, 12 in total, received training on the Code of Conduct and anti-fraud and corruption practices.
  • All employees (100%) signed the Code of Conduct acknowledgement form.
  • Public relations messages communicated through media covered key issues particularly anti-fraud and corruption practices and conflict of interest prevention.
Actions in support of the Code of Conduct
Anti-fraud and corruption and anti-bribery
  • Revised the fraud and corruption risk register for the year 2025 to include existing controls.
  • Informed the executive representatives in the Group of the requirement under the Anti-Fraud and Corruption Policy for the year 2025 and all representatives (100%) signed the policy acknowledgement form.
  • Invited 13 suppliers to join Thai Private Sector Collective Action Against Corruption (CAC), as a continued effort from 2024.
  • Organized an orientation session for new hires, 12 in total, to inform them about governance and the anti-fraud and corruption related policies.
  • Announced the “No Gift” policy for the 2026 New Year festival, by posting the announcement on the Company's website.
  • Received no complaint about corruption and bribery in 2025
Prevention of conflict of interest
  • Prepared media to disseminate a revision in the Code of Conduct and regulations concerning conflict of interest to all employees. VDO clips were played on the Digital Signage system's digital screens for internal communications while CG Newsletter was sent to all via email.
  • Designated the Audit Committee the primary unit in preventing conflict of interest and the Internal Audit Department in working with internal and external parties to assess the adequacy and appropriateness of the Company's internal control on an annual basis.
  • The assessment in 2025 showed in Form 56-1 One Report under the topic of “Internal Control and Connected Transactions”.
  • Invited audit firms to participate in the annual audit service selection process to promote auditor independence and transparency, under the supervision and oversight of the Audit Committee.
Political neutrality
  • Maintained political neutrality with no political support in any form.
Anti-money laundering
  • Conducted business strictly, honestly and transparently in full compliance with anti-money laundering laws and regulations, without involvement with activities that may be illegal or circumvent the laws. An assessment was carried out to trace a supplier risk regarding money-laundering.
Transactions with government sector
  • Cooperated and strictly complied with relevant legal requirements, with transparent performance disclosure as required.
Fair competition
  • RATCH has adhered to laws and ethics to ensure fair competition and has experienced no unfair competition incident.
Use of inside information
  • Defined clear rules on use of inside information and emphasized strict compliance. To date, there has been no wrongful use of inside information.
  • Prepared the policy on information technology/cyber security and artificial intelligence that encompassed the use of AI, privacy protection and accuracy and completeness of the Company's information.
Overseas operations
  • RATCH monitored legal amendments in each country it invests in and by strictly complying with the laws, committed no action that may have violated the laws/regulations.
Sustainable development:
  • RATCH has continually pushed forward the implementation of the Sustainability Policy. In 2025, key actions involved climate change, with the reassessment of greenhouse gas emissions (GHG Registry) for a new base year, the preparation of Decarbonization Roadmap, and the announcement of new emission target from Carbon Neutrality in 2050 to Net Zero Emissions by 2050 to be in line with the national target. Another action involved human rights, with a due diligence, scheduled every 3 years, to review the Group’s human rights risk register.

Prevention of Conflict of Interest

The Company has established written policies and guidelines for preventing conflict of interest, which are incorporated into the Company’s Code of Conduct, Articles of Association, and regulations governing various committees. Directors, executives, and employees must sign an acknowledgement and commit to following these policies on their first day of work and during orientation. The Company reviews and updates the conflict-of-interest guidelines at least once a year in accordance with the process determined by the Board of Directors. All directors, executives, and employees must perform their duties to the best of their ability and make decisions based on the best interests of the Company, in compliance with laws and ethical standards. Any person having an interest in any matter under consideration shall disclose such interest to the meeting and leave the meeting room, shall not participate in the consideration of the transaction, and shall have no voting right on that matter. The Company has also continuously communicated and provided knowledge on conflict-of-interest prevention to directors, executives, and employees, who have acknowledged and agreed to comply with the policy on an ongoing basis, through Board of Directors’ meetings and internal communication channels such as Line application or email. 

In addition, directors and executives are required to submit a report of their vested interests and those of related persons upon assuming their positions and whenever there is any change in such interests, using the prescribed Conflict of Interest Disclosure Form. The Company Secretary is responsible for maintaining such reports and forwarding copies to the Chairman of the Board of Directors and the Chairman of the Audit Committee. Thereafter, such reports shall be submitted at least once a year, on 1 June of each year. 

For subsidiaries, affiliates, and joint ventures, the Company has established processes and guidelines to supervise and monitor operations through the Company’s representatives serving as directors or executives in those entities, who are required to comply with the same practices. The chief officers of all functions are required to attend meetings and report the operations, issues, and obstacles of subsidiaries, affiliates, and joint ventures to the Audit Committee and the Board of Directors on a regular basis, or at least once per quarter. 

In cases where the Company and/or its subsidiaries or companies within the group engage in similar business activities, measures are implemented to prevent conflicts of interest, with due regard to the best interests of the Company. 

In 2025, there were no related-party transactions or asset acquisitions/disposals between the Company and any business partners involving directors, executives, or employees of the Company in a manner that constituted or could constitute a conflict of interest.

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Code of Conduct RATCH Group Public Company Limited