Compliance

Management Guidelines

Management Guidelines

Compliance

OR emphasizes compliance to ensure that OR’s operations are in accordance with laws related to business operations. Furthermore, OR has set a goal to be a “Zero Non-Compliance” organization in every business sector, which means the Company must strictly operate in accordance with laws, rules, and regulations. Compliance linked to employee remuneration and appraisal.

In setting key performance indicators (KPIs), the results will be evaluated from both Working KPIs, measuring business performance, and Behavior KPIs that reflect work behavior consistent with OR DNA, such as the OR DNA topic “Dependable”. Supervisors evaluate employee behavior in their workspaces with professionalism and honesty, as well as always insist on doing the right thing even under pressure, etc. This reflects the importance of Compliance. OR personnel shall understand and comply with the OR Ethical Standards, Code of Business Ethics and Anti- Corruption Policy. If any potential violation to this policy is found and proven guilty OR personnel may subject to disciplinary punishment including impact to remuneration, appraisal and employment termination if deems necessary and legal procedure shall be considered.

1. Compile a collection of laws related to business operations as an easily accessible database. Stay up to date on new laws that have been enacted and communicate these laws to relevant departments.

2. Communicate the policy to supervise operations in accordance with the law and the Corporate Compliance Policy within OR and OR group as a guideline and framework for legal and regulatory compliance. This is a tool to cultivate personnel to adhere to as a guideline for work. OR subsidiaries must prepare a report on the implementation of the policy and framework.

3. Clear roles and responsibilities in supervising compliance with laws, rules and regulations are divided into 3 groups, known as the 3 Lines of Defence. The 1st Line of Defence is responsible for complying with the law, the law enforcement, and supervisory coordination bodies. The 2nd Line of Defence is responsible for setting policies, rules, and standards of legal compliance, as well as supervising, consulting and the Company’s internal audit unit. The 3rd Line of Defence is responsible for inspecting the work processes of the 1st Line of Defence and 2nd Line of Defence units to ensure they perform their duties efficiently.

In addition, there was an initiative to establish The Working Group for the Compliance Alliance, which aims to strengthen the organizational culture of compliance. The Working Group is comprised of representatives from all departments within OR to act as liaisons between the 1st Line of Defense and 2nd Line of Defense in compiling laws and assessing legal compliance, as well as preparing reports on non-compliance (NC) in order to determine ways to improve and correct to prevent recurrence.

OR has established The Audit Committee consisting of 5 directors, all of whom are independent directors so that the internal audit is transparent and efficient. This encourages operations in accordance with the Company’s ethical standards. The committee is responsible for reviewing the efficiency and effectiveness of the corporate governance process, risk management process, and internal control process. The annual performance report of the Audit Committee and the auditor’s remuneration will be disclosed in the annual report so that all groups of stakeholders are informed of the operating results. Furthermore, business units will use results from the previous year’s operations to analyze and improve their business plans to comply with regulations and laws to achieve the goals set by the organization.

In order for OR’s business processes to operate efficiently, with transparency, and be auditable, OR has established group management guidelines or OR Group Way of Conduct to supervise OR and OR group to ensure that management is carried out according to the same standards. OR received the transmission of the PTT Group Way of Conduct management in a hierarchical governance format. OR also established a collection of guidelines, principles and work processes, which serve as a manual for companies in which OR holds shares to implement through OR representatives assigned to perform duties as directors, executives, and operators, and to evaluate effectiveness according to the OR Group Way of Conduct. OR requires these companies to report performance results back up in the same hierarchy. The Monitoring & Review Program is established to follow up on operations according to the policy and receive feedback in order to continually improve group management practices, in terms of efficiency and effectiveness. In addition, the Management Committee, such as the OR Group Management Committee (OR GMC) and various policy committees are required to regularly monitor the efficiency and effectiveness of operations as well.

OR is managed in accordance with the principles of Corporate Governance to build confidence among all groups of OR stakeholders that there is a corporate governance system covering the entire group of companies, including overseas businesses, to create responsibility and transparency, as well as build the credibility of public data reporting that has been verified by external agencies qualified and experienced in various fields to ensure that information disclosed to the public is accurate and reliable. This includes financial reports that have been audited by the Office of the Auditor General of Thailand and auditors certified by the Securities and Exchange Commission (SEC). Furthermore, the operating results disclosed in the sustainability report have been audited by a third-party agency, in accordance with the Global Reporting Initiative Standard (GRI Standard), ensuring OR’s transparent and reliable management.

Governance Organization of OR and companies in OR group

Our compliance system has passed third-party assessment by Thai Institute of Directors. The results of Good Corporate Governance Score indicates that, OR is listed in the “Excellent” Recognition Level.

Further details on compliance system is audited by third-party, please see Result of Corporate Governance Report of Thai Listed Companies.

To ensure that the organization has transparent and accountable operations, OR provides Anti-Fraud & Corruption Risk Assessment throughout the organization. OR also sets various control measures to manage such risks, covering the work of all departments in the Organization, according to the Organization’s 14 main processes as follows: Process

1. Strategic and Business Planning

2. Business development and innovation

3. Procurement of raw materials, goods, and products

4. Production, storage, and delivery of products

5. Marketing

6. Network development

7. Business Administration and Sales

8. Engineering and maintenance work

9. Management of technology and digital systems

10. Financial management, accounting, credit, and insurance

11. Human resource management

12. Law and governance

13. Corporate image and social enterprise communication

14. Supply and management of supplies

Results from the said anti-fraud and anti-corruption risk assessment are presented to the Management Committee and the Corporate Governance and Sustainability Committee in order to develop and improve operational processes to be more efficient.

In addition, OR also organizes online training on the topic of CG and Anti-corruption through the OR LMS system. The contents include: Corporate Governance, Anti-corruption, Conflict of Interest, and No Gift Policy in order to cultivate and strengthen the culture of good corporate governance and anti-corruption.

Prevention of corruption

OR encourages personnel to participate in ensuring that the Company conducts business in accordance with the principles of good corporate governance and has established a channel for inquiring and giving feedback regarding OR’s ethical standards and business ethics through the Corporate Governance Department. In addition, OR has a whistleblowing channel for corruption and a wide range of moral and ethical complaints for employees and stakeholders.Evidence can be submitted through mail to Vice President, Corporate Governance, the Vice President, Internal Audit, Senior Executive Vice President, Organizational Effectiveness, Chief Executive Officer and Chairman of the Audit Committee or Chairman of Directors. Evidence can also be submitted through e-mail to pttorvoice@pttor-staging.livetubex.com or the whistleblowing channel for corruption on OR’s website at www.pttor.com. OR will provide appropriate protection to whistleblowers or complainants. This is in accordance with OR regulations regarding whistleblowing and reporting clues about corruption and non-compliance with the law and organizational regulations 2023.

Subject	2563	2564	2565	2566
Number of reported complaints	15	14	18	13
Number of complaints under ongoing investigation in the year reported	3	1	1	1
The number of case where wrongdoing was found	3	1	1	2

Note:

1. Information for the year 2020 is from OR’s Internal Audit Department. Information for the year 2022 is from the Corporate Governance Department.

From OR’s continued operations to support good corporate governance throughout 2023, it was found that OR’s business operations had no cases of law violations. As a result, there are no incidents or fines arising from operations that violate laws in economic, social, and environmental aspects.

OR Contribution to External Associations

OR places great importance on building a network of business alliances to support business operations that can expand ideas that are beneficial to society and the environment, leading to sustainability in the future. This is in accordance with OR’s vision, which is ‘Empowering All toward Inclusive Growth’ by supporting cooperation with various organizations. The details of each contribution are transparent and accountable. OR is committed to supporting business concepts in two main areas: the Circular Economy and Energy Transition and Low Carbon Society.

OR supports these ideas to promote, support, and implement relevant issues efficiently to achieve sustainability in business and society by pushing for relevant policies, regulations and laws.

In this regard, OR employees are aware of compliance with the law on corruption prevention and anti-corruption laws, which state that giving or accepting bribes to government officials, private sectors, or other relevant persons both within the country and abroad, in order to obtain any benefit to the business operation regardless of the format, is an illegal act. This behavior does not conform to the principles of good corporate governance. OR does not have any activities to support any form of lobbying. OR prohibits any contributions to and spending for political campaigns, political organizations. In 2023 OR did not make any contributions to and spending for political campaigns, political organizations, lobbyists or lobbying organizations.

Contribution to External Associations: For more information, see Sustainability Performance Economic: Click

Performance

OR has been certified as a member of the Collective Action Against Corruption (CAC) for the first time.

In July 2023, the Thai Private Sector Collective Action Against Corruption (CAC) committee passed a resolution to officially support OR’s membership. This is OR’s first application for certification. The certificate award ceremony was held in December 2023.

Being certified as a member is considered an important step for OR to become part of Thailand’s anti-corruption coalition and reinforces acceptance of conducting business with good governance, making OR an organization that is more reliable and stronger in conducting business with transparency and do not accept any form of corruption.

CAC Certificate Awarding Ceremony on December 7, 2023

Related Documents

Document Name	File (Attach or Link)
1. OR Group Way of Conduct	Click to Download
2. the Anti-corruption Policy	Click to Download
3. Risk Management Policy	Click to Download
4. Tax Policy	Click to Download
5. OR Tax Strategy	Click to Download
6. OR Board Experience	Click to Download
7. OR independent director definition	Click to Download
8. Contributions and Other Spendings	Click to Download

Document Name	File (Attach or Link)
1. OR Group Way of Conduct	Click to Download
2. the Anti-corruption Policy	Click to Download
3. Risk Management Policy	Click to Download
4. Tax Policy	Click to Download
5. OR Tax Strategy	Click to Download
6. OR Board Experience	Click to Download
7. OR independent director definition	Click to Download
8. Contributions and Other Spendings	Click to Download