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30 March 2021

CG Practice – An Umbrella for a Sustainable Development

SCG conducts business with responsibility, transparency and fairness, adhering to the long-standing business philosophy as outlined in the SCG Code of Conduct and on the basis of balanced and sustainable success. Corporate governance principles are organizational guidelines that are internationally-recognized, compatible with SCG’s Business Philosophy and Code of Conduct. The corporate governance ensures fairness and transparency, return and value creation over the long term for shareholders. At the same time, it provides reassurance for all stakeholders, and enhancing SCG’s competitiveness, enabling SCG to grow sustainably.

SCG’s Governance and Nomination Committee and Audit Committee are responsible for formulating policy and reviewing corporate governance processes, while compliance working units have been put in place to ensure rigorous auditing and assessment at all levels. At the same time, SCG has fostered an organizational culture guided by transparency and commitment to compliance for all kinds of operations. The Company also keeps abreast of changes in governmental policies, laws, and regulations in countries where SCG conducts business to improve its operations and ensure their compliance in order to reduce risks of violation of and non-compliance with laws and regulations, which may affect stakeholders and SCG’s business.

Target

  • Becoming an internationally-recognized model for corporate governance.
  • Achieving full compliance in all operations.
  • Achieving zero corruption.
  • Promoting trade competition.

Strategy

  1. Management guided by corporate governance
    Regularly  enrich  the  Directors’  knowledge on  corporate  governance related  issues to enhance their efficiency and enable them to serve as role models for executives and employees both in terms of corporate governance and adherence to the principles of corporate  governance  and  SCG’ s  Code of Conduct.
  1. Formulation of policies, code of conduct, and guidelines for executives, employees,  and suppliers
    Review  and  revise  SCG’s  corporate  governance  principles,  Code  of  Conduct policy  and  guideline  to  keep  them up-to-date  and  in  correspondence  with laws.  The ultimate  goal  is  to  achieve  good corporate governance both domestically and internationally.
  1. Compliance with SCG policies and guidelines
    Implement  SCG  Compliance  Management System  to  integrate  compliance  operations on  the  levels  of  the  entire  organization,  business units, and companies.
  2. Assessment, audit, and understanding enhancement
    Implement  Proactive  and  Preventive System,  comprising  Ethics  e-testing  for employees;  three  Lines  of  Defense  for risk  management  and  internal  control (operational  units,  support  and  compliance units,  and  auditing  units);  corruption  case studies;  and  regular  enhancement  of employees’ understanding.

Practices on SCG’s Corporate Governance

SCG codifies corporate governance policies and guidelines in the SCG Corporate Governance Manual. The Manual is subject to regular review and update to stay relevant. SCG firmly upholds and complies with the principles of corporate governance both locally and internationally. Examples include the Principle of Good Corporate Governance for Listed Companies of the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as the Corporate Governance Report of Thai Listed Companies (CGR) of Thai Institute of Directors (IOD). Added to this are the internationally-recognized benchmarks such as ASEAN Corporate Governance Scorecard (ASEAN CG Scorecard) and Dow Jones Sustainability Indices (DJSI).

The Board of Directors compiled knowledge and practices in management passed down from generation to generation and proven to be in alignment with the corporate governance principles. They were codified into SCG’s corporate governance handbook, firstly published in 2003. Last updated in 2017, the booklet is now also published as an e-book on the Company’s website.

SCG Compliance Policy

On November 20, 2017, President & CEO of SCG, announced SCG Compliance Policy in writing in Message from the CEO, which was communicated to all employees across the organization, in order to elevate the Company’ s compliance. The policy requires SCG’s directors, executives, and employees to respect and comply with the law and affirms the Company’s intolerance of all illegal transactions. To lay a foundation, the First Line is tasked with establishing foolproof procedures for managing compliance risks, with the Second Line serving as support in putting this system into practice by promoting knowledge, understanding, and awareness among personnel, providing advice and establishing control measures consistently. In addition, the policy also sets out to foster compliance consciousness as part of SCG’ s organizational culture to prevent risks that may occur to SCG, its directors, executives, and employees, which will lead SCG towards stable, balanced, and sustainable growth.

SCG Compliance Policy

Policies in All Countries Where SCG Operates

Since 2017, SCG formulated three major policies and guidelines related to legal compliance to raise awareness and establish guidelines for legal compliance in every country with SCG’s business in order to elevate the level and efficiency of compliance.

  1. Anti-trust policy
  2. Insider trading policy
  3. Disclosure policy

  

Anti-trust

Applying SCG Compliance Management System (CMS) to compliance with trade competition laws in order to ensure that the executives and employees understand and are capable of fully complying with them as well as to put in place an efficient monitoring system.

SCG and its employees have never been involved in a lawsuit or accused of violating trade competition laws and have never been penalized or fined for non-compliance with trade competition laws. Furthermore, no internal complaints regarding violation of trade competition policies or guidelines have been filed.

Accentuation of the Executive’s Roles

Encouraging all directors to serve as role models for the executives and employees regarding corporate governance compliance and adherence to SCG Code of Conduct. Activities were organized to allow the Company’s directors and high-ranking executives to perform their roles to the fullest. Examples are as follows.

  • Two seminars on How deep & How long of COVID-19 outbreak in views of Economist and U S-China Relationship with the Impact in Thailand and South East Asia were held on June 24 and September 24, 2020, respectively. SCG’s directors and top executives exchanged their opinions with experts.
  • An exhibition showcasing innovations, products, and services developed by the R&D arms of both SCG and its core businesses was organized on August 28, 2020 to coincide with Medium Term Plan workshop meeting for the Board with the goal of sparking an exchange of ideas among the Board of Directors, executives, researchers, developers, and innovation executives and obtaining suggestions that could help expand SCG’s projects and increase their business value.

Code of Conduct Communication and Training

Equipping all employees with the capacity to apply SCG Code of Conduct to every decision while carrying out operations via communication methods and public relations with a wider reach.

  • All Thai employees, around 33,000 in number, are required to take an ethics test on a yearly basis and answer every item correctly. The results have shown that there are areas where gaps in understanding are evident and consultation is needed to ensure appropriate conduct.
  • The e-testing administration was reviewed, and case studies were added to deepen employees’ understanding upon taking the Ethics e-testing. Workshops for employees in the factories of each business unit were planned to refresh their knowledge and encourage exchange of opinions

Anti-corruption Practices

The Guidelines on Appropriate Internal Control Measures for Juristic Persons to Prevent Bribery of State Officials, Foreign Public Officials, and Agents of Public International Organizations were disseminated among employees for their acknowledgment and adoption. 

  • Promote the meaning of GRC in the SCG context and carry out activities to increase awareness of GRC (Governance, Risk, and Compliance) through various channels for further adoption as a practice guideline.
  • Create awareness and encourage opinion expression and sharing in accordance with SCG Code of Conduct and practice guidelines. “GRC Helpline” is advocated as a platform to provide consultation to employees about governance, risk, compliance, and internal control to promote performance in a work from home setting.
  • Raise awareness of ethics of accepting gifts and hospitality and a better understanding of proper practice concerning offering or accepting gifts or hospitality on various occasions.

The Ethics e-Testing and e-Policy e-Testing

SCG utilizes an Ethics e-Testing and e-Policy e-Testing as part of a preventive measure to assess, examine, and create an understanding of ethics in employees. The Ethics e-Testing and e-Policy e-Testing are conducted annually to instill knowledge and awareness in employees at all levels and ensure that they are able appropriately apply and put into practice SCG’s 4 Core Values and Anti-Corruption Policy. The year 2020 marked the sixth consecutive year of SCG Ethics e-Testing and the fourth for e-Policy e-Testing, both of which all SCG personnel are required take, followed by an analysis of responses and clarification for thorough and accurate understanding among employees at all levels. The tests are reviewed every year to ensure they are up to date with potential risks. This year’s test included the addition of an evaluation on the Personal Data Protection Act (PDPA) and SCG’s Integrated Governance, Risk Management, and Compliance (Integrated GRC).

Anti-Corruption Practices

SCG attaches great importance to corporate governance, including anti-corruption. The Board of Directors has devised an anti-corruption policy which is reviewed as appropriate. The anti-corruption practice is part of the SCG Code of Conduct, which is a fundamental basis for SCG employees’ conduct and has become a corporate culture through communication and training to employees, including those in subsidiaries, to promote compliance. SCG regularly conducts risk indicators analysis and assessments of corruption risks and establishes a preventive system, risk mitigation and control as an anti-corruption guideline for SCG employees. Internal Audit Office acts to evaluate the policy compliance and report to the SCG top executives, the Audit Committee, and the Board of Directors. The evaluation reviewed to identify improvements and SCG provided the SCG Supplier Code of Conduct, which is used to communicate the compliance of SCG’s corporate governance practices and mutual standard business practices.

In addition, SCG has rendered a dedicated channel for whistleblowing of offense and established a policy on protection and fairness for whistleblowers, which will provide opportunities for employees and stakeholders to report or inform any violations or irregularities related to SCG’s business operations as well as established a guideline for compliant investigation and disclose to the public through the annual report (Form 56-1 One Report).

With the implementation of the foregoing practices, SCG has been named a certified company by Thailand’s Private Sector Collective Action Coalition Against Corruption (CAC) in 2013. Such certification has been continuously renewed. In 2019, the CAC certification criteria integrated the framework of the United Kingdom’s Bribery Act which is consistent with the principles of ISO 37001 Anti-bribery Management Systems.

 

Complaint Investigation

In 2020, a total of 38 complaints, total number of investigated cases 33 cases (including 5 pending cases from 2019), while the remaining 10 is being investigated; no case of corruption has been identified and non-cost of the damage as the followings :

Contributions to Organizations

SCG, as the leading conglomerate in Thailand, has played an active role in supporting national and international foundations, charitable organizations and business associations that support and promote sustainable development and improvement of Thailand industries, economic, environment and social growth.

SCG has continued to be members in the following associations and organizations which may propose recommendations on country development and industries in various aspects to the government for consideration. However, in practice; they do not have influence on political campaigns.

SCG has been working closely with both international and national trade associations or tax-exempt groups, and others to increase awareness on the trends and needs, and to participate in sharing its views and advice. SCG provides supports in term of monetary value and qualified personal from SCG. In 2020, our focus is on the area of ending plastic waste in the environment and sustainable business. Detail of our position can be found in the table below:

Management Ownership

To efficiently drive the strategies and operations of the companies to achieve their goals, SCG encourages members of Management Committee to obtain company share to build commitments and gain trusts from our investors provided that they do not contradict with the rules, regulations of SCG Corporate Governance Handbook. Executives are encouraged to personally obtained shares.

SCG Board of Directors have approved Employee Stock Option Pool (ESOP) for Startups that CEO and Management level able to hold ESOP and participate in funding as being part of company.