Prevention of conflicts of interest and insider

Prevention of conflicts of interest and insider

Regarding the use of internal information, the company observes and abides by the principles of good business management as stated in the company’s Code of Conduct (https://www.cpi-th.com/public/upload/ir/files/file-31052021-17012205.pdf) and the Board of directors, Executives and Employees Duties and Responsibilities Manual which are both given to all Directors, Executives and employee on their first day of work. The following is a short summary for a number of important policies written in the manuals.

1)      The company determines that all directors, executives and employees must sign and acknowledge any related announcements from the Office of the Securities and Exchange Commission (SEC) which specify that all directors and executives of the company must report any change in shareholding of the company to SEC in accordance with Provision 59 of The Securities and Exchange Act B.E. 2535 within 3 days after the change in shareholding.

2)      The company has a policy which states that Director and Executives must notify about the trading of the company’s stocks at least 1 day prior to the actual transaction so that the Audit committee can investigate on the matter through Company Secretary and must hand in report on all stakes holders involved every 6 month. Secretary Company must hand in a copy of the report to the head of the Audit and Risk committee afterwards. The directors and executives has a duty to report changes in securities holding to SEC and informing the Company Secretary in order to record the changes and summarize securities of individual directors and executives to report to the Board of Directors.

3)      The company determines that no employee can disclose financial information or other information that can affect the company’s stocks’ prices to the outsiders or stakeholders. The company also prohibits selling and purchasing of stocks during the 1 month period in which any financial information or other confidential details may affect the prices of the company’s stocks. Any company’s subsidiaries that choose to disclose such information to the general public must not sell or purchase the company stocks until 24 hours after the information disclosure. Violation of these conditions is considered an offense against the company’s disciplines. If a director, an executive or an employee comes to know about the important but confidential information, the individual shall receive a penalty as befits the level of his or her infringement. This can range from warning, salary cut and unpaid suspension to layoff. In addition, the company also determines that director, executive shall report to the Audit Committee about the selling and purchasing of the company’s stocks at least 1 day prior to the actual transaction. The specific details of the selling or purchasing of the company’s stocks shall be collected and passed on to the Company Secretary who would then present the information to the Audit committee to analyze and determine whether the proposed transaction is in line with the company’s policies.

Performance for the prevention of the use of internal information and the use of internal information for exploitation

• Delivered testimonial documents regarding the Company’s Code of Conduct, which specifies any action contrary to the Company’s interests, use of internal information, and disclosure of information of the Company related to stock trading to all directors to review, sign to acknowledge, and agree to comply with the policy every year.

Performance:         The Human Resources Management Department submitted a testimonial form regarding the Company’s Code of Conduct to 10 directors, and all directors reviewed, signed to acknowledge, and agreed to comply with the policies. All directors did not act or participate in behavior that is inconsistent with the intention of the Company’s Code of Conduct.

• Delivered testimonial documents regarding the Company’s Code of Conduct, which specifies any action contrary to the interests of the Company, use of internal information, and disclosure of Company information related to stock trading to executives and employees for acknowledgment every year.

Performance:      The Human Resources Management Department sent a certification form on the Code of Conduct to executives and employees throughout the organization, published through the intranet system, and sent a link via email for executives and employees to complete the assessment for review every year. All employees of the organization reviewed, signed, and agreed to fully comply with the policy, representing 100% of the total employees.

• The Company Secretary Department sent an email to the directors and executives to inform them of the Black Period in advance.

Performance:        The Company Secretary sent an email to the directors and executives informing them of the Black Period prior to the quarterly financial statement review meeting, and no directors or executives traded securities during the period specified by the Company to refrain from trading. In 2024, directors and executives traded the Company’s securities a total of four times, and from the inspection, it was found that directors and executives followed the company's policies correctly and completely.

• Verified the case of a director or senior executive who used to be an employee or partner of an external audit firm that the Company used in the past 2 years.

Results                   -No such case-

• Verified the case the Company’s directors or senior executives are involved in a conflict of interest transaction.

Results                   -No such case-

• Verified the case of a director or senior executive who used to be an employee or partner of an external audit firm that the Company used in the past 2 years.

Results                   -No such case-

Changes in stocks owned by Directors and Executives in 2024

Remark
The Annual General Meeting of Shareholder No.1/2024 as of April 25, 2024, there were 3 director whose retired by term, Mr.Banphon Hongtong Independent director, Mr.Saravut Menasavet Independent director and Mr.Paiboon Kujareevanich Independent director. And there was a resolution to appoint directors to replace 3 directors whose retired by terms, Dr.Apichai Boontherawara Independent Director, Mr.Prokob Vivitijinda Independent Director and Mr.Supapat Ongsangkoon Independent Director.


Anti-Corruption

Anti-Corruption Management

In 2014, the company signed a jointed program among private companies in Thailand as a gesture to fight against corruption. The Chairman of the company acknowledged and participated in the ratification announcement known as ‘Collective Action Coalition’ among all Thai private companies to oppose and fight against every forms of corruptions. The Board of directors had considered and approved counter corruption policies, Link : https://www.cpi-th.com/th/corporate-governance/5, protection policies for employees who take the courage to notify about corruption or other forms of misconduct (Whistle Blower Policy), Link : https://www.cpi-th.com/th/corporate-governance/6 and the policy on gifts receiving or taking unlawful possessions by notifying all parties involved, both internal and external, along with all of the company’s employee to abide by the policies and related regulations. 

In 2015, the company shall proceed with notifying outside agencies, trade partners to similarly acknowledge and act in accordance with the aforementioned policies via www.cpi-th.com . The company has been training to all employees to educate and inform about the policies against corruption and make sure that all staffs and employees have better understanding and can act accordingly.

In order to implement the policy seriously, the Company and its subsidiaries communicate and publicize their conduct in accordance with the Code of Conduct and Anti-Corruption Policy in various courses/channels, for example, training and orientation for new employees, training courses with Company’s rules and regulations, training courses with the Company’s Code of Conduct, training courses on anti-corruption, anti-corruption policy announcements, and policies on protection and fairness to employees informing information or whistleblowing about corruption or failure to comply with laws, rules, regulations, and the Company’s Code of Conduct (Whistleblower Policy).

In 2016 the Company has certified as a member of the Collective Action Coalition Against Corruption which has to renew in every 3 years.

In 2019 the Company received a renew of certified as a member of the Collective Action Coalition Against Corruption which has to renew in every 3 years.

In 2021, the Company implemented a complaint system that operates independently by an external service provider through the CPI Hotline system: https://www.cpihotline.com , which is a channel for reporting information/complaints on behalf of “Chumporn Palm Oil Industry Public Company Limited.”

In 2022 the Company received a renew of certified as a member of the Collective Action Coalition Against Corruption which has to renew in every 3 years. (September 2022 – September 2025)

In 2023, the Company changed the complaint channel to be more efficient and effective by switching to the complaint channel via the CPI Hotline on the telephone number 02-034-0284.

Implementation and Monitoring of Anti-corruption Policy Compliance in 2024

• The Company established training courses to educate and introduce whistleblowing and complaint channels to all new employees at orientation.
• The Company provided training, educated and introduced whistleblowing and complaint channels, as well as communicating information to employees at all levels and its subsidiaries on an ongoing basis through annual training courses and disseminating the results of the training operations on the intranet with employees’ signatures for acknowledgment, representing 100% of the total employees.
• The Internal Audit Office reviewed compliance with the Anti-Corruption Policy, which is set out in the Annual Audit Plan, and non-compliance with the established policies was found. In addition, the Company investigated complaints received through the complaint channels, which found no significant complaints related to corruption, and reported the results to the Corporate Governance and Sustainability Development Committee, the Audit and Risk Management Committee, and the Board of Directors.
• The company has established a training program to educate and inform new employees about whistleblowing channels and complaints during the orientation process.
  
• The company has provided training to educate and inform employees at all levels, including subsidiary employees, about whistleblowing channels, complaints, and other information continuously through the annual training course and communication via intranet. The results of the training and acknowledgment signatures have been completed, representing 100% of all employees.
• The company has developed e-learning materials on the Anti-Corruption Policy and business ethics, which are shared through the company’s intranet.
• The company has sent the certification documents regarding the Anti-Corruption Policy, the Policy for the Protection and Fair Treatment of Employees Who Report Information or Provide Whistleblowing on Corruption or Non-Compliance with Laws, Regulations, and the Company’s Code of Ethics (Whistleblower Policy), and the Policy on the Acceptance and Giving of Gifts, Property, or Other Benefits to all 10 directors for review, signature, and agreement to comply with these policies. All 10 directors reviewed and signed to acknowledge and agree to comply (representing 100%). In the past year, none of the directors engaged in or participated in behavior inconsistent with the intent of these policies.
• The company has sent the certification documents regarding the Anti-Corruption Policy, the Policy for the Protection and Fair Treatment of Employees Who Report Information or Provide Whistleblowing on Corruption or Non-Compliance with Laws, Regulations, and the Company’s Code of Ethics (Whistleblower Policy), and the Policy on the Acceptance and Giving of Gifts, Property, or Other Benefits to all directors for review, signature, and agreement to comply with these policies. The company has also provided this information to all executives and employees at all levels through the annual training program and published it on the intranet. The result of the training and signed acknowledgment is 100% of all executives and employees.
• The company reviews, inspects, and updates its anti-corruption measures, policies, and related practices to ensure they are appropriate for business operations and align with any changes in potential risks, and reports these to the Board of Directors annually.
• The Internal Audit Department has reviewed compliance with the Anti-Corruption Policy, which is included in the annual audit plan, and found no violations of the policy. Additionally, the department examined complaints received through various reporting channels and found no significant complaints related to corruption. The results were reported to the Corporate Governance and Sustainability Development Committee, the Audit and Risk Management Committee, and the Board of Directors.
  

Whistle Blowe System

Blower” system which would allow the company’s employees and all shareholders to notify the company about plausible misconducts, violations of the company’s code of conduct, regulations and other rules concerning working, laws or corruption. The system can help with business operation by keeping it in line with work ethics and sustainable development. Everybody can inform the company about the plausible misconducts via;

• Complaints can be made directly verbally or written.
• Through the CPI Hotline system via telephon number 02-034-0284 which is a channel for reporting information/complaints operated independently by an external service provider on behalf of “Chumphon Palm Oil Industry Public Company Limited.”
• The company website : https://www.cpi-th.com/th/corporate-governance/6
• send to Chairman of Audit and Risk Management Committee E-mail: noppornpicha@hotmail.com

The Company takes the notification of information/leads on complaints seriously, starting the process of reviewing all facts as soon as possible. Information is kept confidential. Informants are not required to disclose their identity unless they choose to reveal their identity. Additionally, if the informant wants to report on other matters that do not cover the above services, the information can notify the Internal Audit Manager directly.
In 2024, the Company investigated complaints received through the complaint channels, which found no significant complaints related to corruption, and reported the results to the Corporate Governance and Sustainability Development Committee, the Audit and Risk Management Committee, and the Board of Directors.