At Riverdale Golf And Country Club Company Limited, we understand that corruption is detrimental and is an obstacle to the nation’ s social and economic development. It is wrongful and it creates unfair advantage in business practices. Corruption negatively affects both business ethics and competitiveness. The organization will lose credibility, as such act is unacceptable domestically and internationally by stakeholders, shareholders, investors, and other related personnel. Corruption is an unlawful act. Our company, therefore, stands firm in not withstanding practices or people who participate in directly and indirectly seeking such personal benefits from their roles and responsibilities.
This anti-corruption policy is a guideline for directors, executives, and employees at all level to understand and comply with, while assuming their responsibilities with honesty and without corruption or personal benefits. This is a crucial element of maintaining the company’s reputation and supporting all business operations
Riverdale Golf And Country Club Company Limited
Any unlawful seeking of benefits for oneself or others, leading to abuse of power by misappropriating, soliciting, receiving, promising, or sponsoring money, properties, or any other benefits, whether directly or indirectly, in exchange for persons, government officials, or employees in private agencies to perform or neglect their duties, or in order to influence their decisions and obtain benefits that Regulation No. 002 Page 2/10 Approved on 15th October, 2021. are improper or against laws, regulations, corporate governance policy, ethics, and the Group’s code of conduct.
Political support means
Any monetary or other provisions, in the name of the company, to support political activities. Monetary support may include lending to political parties. In-kind supports include provision of products or services, advertisement to promote or support politics, purchase of tickets to fundraising activities, and donation to organizations that have close ties with any political parties. Any lawful activities to support democracy may be exempted.
Anything of value or benefit that is given to a person or a group of persons in attempts to influence one to act or neglect certain responsibilities in one’ s roles, despite its lawfulness, for personal or company’s or any subsidiaries’ gains.
Valuable items, including products and services that are given or received directly or purchased at special price. This includes payments of any services received, for instance, travel and accommodation.
Charitable Donation means
Activities related to altruistic expenditure that has no tangible returns, except for ordinary announcement, such as corporate logo and company’s listing at the premise or public relations, as following the objectives of the said corporate social responsibility operations.
Public Donation means
The monetary expenditure on the project or activity that benefits community, society, or groups, where the company may not receive tangible returns.
Any monetary expenditure received or paid with the aim of business, brands, or a reputation of the Group.
Facilitation Payment means
Payments unofficially made to government officials in order to ensure that the government officials will go through procedures or urge them on faster operations. Such procedures do not have to depend on the discretion of the government officials and are legitimate duty-bound actions of such government officials. They are the legal rights of the juristic person such as applying for a license, applying for a certificate, and obtaining public services
Conflict of Interest means
A situation in which directors, executives, or employees of the Company have conflicts of interest between their own interest and their profession’s interest which lead to problems of inability to carry out duties neutrally or occurred conflicts of interest. These problems are likely to cause distrust of such persons how much they can carry out position-bound duties morally and ethically.
Business representative means
Corporation or ordinary persons that are not employees of the companies under the MBK GROUP but are employed or agreed to pursue transactions or make contact with others in the name of the companies under the MBK GROUP.
The persons that transacted with the company to support or promote businesses of the company.
Government organization means
- Ministries, departments or government agencies (e.g. The Revenue Department, Department of Land, local government, etc.)
- Political parties, politicians or electoral candidates, elected officials (both governing and opposing parties), local politicians.
- Regulatory organizations ( e. g. The Securities and Exchange Commission Thailand ( SEC) , The Stock Exchange of Thailand (SET), etc.)
- State enterprises, companies that the government is the major shareholder, or other companies that the government or government agency own or control.
Government Official means Persons as follows:
- Persons holding political positions.
- Public servants or local government employees who hold positions or earn salaries on a regular basis.
- Employees or persons who work in state enterprises or public agencies.
- Local administrators and local councilors who are not persons holding political positions.
- Legal officers on the local administration.
- Committees, subcommittees, employees of the government, state enterprises, or public agencies, and persons or groups of persons who either exercise power or are appointed to exercise the government’s administrative power to take action by law— whether it is organized in the systems of the government, the state enterprise, or other state undertaking.
3. Scope of Policy
This anti-corruption policy is a guideline for MBK Plc. and its subsidiaries/affiliates with regulatory power.
4. Rules or code of conduct
To enforce the company’s anti-corruption policy and to provide guidelines, related parties have the following roles and responsibilities:
4.1 Duties and responsibilities
- Set and approve the anti-corruption policy .
- Approve and revise the guidelines for the anti-corruption policy.
- Regulate and foresee the system that supports effective anti- corruption behaviors.
- Oversee that the company has sufficient internal control.
- Oversee that the anti-corruption policy is effectively followed.
- Promote, support, and oversee that all employees and related parties follow the anticorruption policy, measures, and other related rules, as well as to communicate such policies to employees and related persons.
- Oversee and revise the appropriateness of the internal system and measures that aligns with the changes of the business, regulations, and laws.
Vice Presidents and Upwards
- Oversee and regulate the anti-corruption policy enforcement at all levels. Managers must be able to identify risks, examine and manage such that any issue can be resolved in the appropriate and timely manner.
- Support the development of internal processes, including the human resources, to effectively enforce the anti-corruption policy.
- Understand and comply with the anti-corruption policy, including any other policies (if any), and participate in the trainings specified by the company.
- Report immediately when see or suspect that corruption occurs. Participate fully in the investigation of such suspicion.
- Employees must not be involved in any activity, both directly and indirectly, that may be deemed as corruption. Everyone must follow the company’ s measures and instructions, especially employees who are involved in the main processes that corruption can easily occur, such as procurement, loans, sales, employment, sponsorship, and investment.
Internal Audit Division
- Examines and audits all processes that they follow relevant policies, measures, rules, and law, in order to ensure suitable and sufficient internal control for the corruption that may occur.
- Carries out other duties related to anti-corruption.
- Reports any results of the business operations to the Audit Committee.
- Advises and gives recommendation on anti-corruption policy.
- Regulates the anti-corruption operations.
- Coordinates with relevant departments in educating employees on anti- corruption.
Strategic & Operation System Management Department
- Develops tools to analyze the corruption risks and provides internal departments with the analysis of their own risks of corruption.
- Coordinates, advises, and compiles data for risk analysis, measures, management, and guidelines to control any corruption risk from related organizations, and proposes to Committees on Thai Private Sector Collective Action Against Corruption (CAC) (both MBK CAC and CAC of the Group’s affiliated companies) as well as the Risk Management Committee (MBK RMC and RMC of the Group’s affiliated companies) for consideration.
- Analyzes data on corruption risk operation and revises such risks.
Human Resources Management Department and Human Resources Development Department
- Manage human resources according to the company’s anti-corruption measures
- Organize the recruitment, employment, orientation, training and punishment, related to the anti-corruption policy.
- Promote anti- corruption culture and behaviors and avoid any corruption- risked behaviors.
Accounting and Budget Department and Finance Department
- Follow the company’s polices, law, and accounting principles, as well as financial reporting principles.
- Compile all documents related to receivables, payables, and accounting records, as well as to keep data and documents related to accounting and taxation. All attachments must be fully compiled and approved.
- Operate all accounting and financial reporting procedures, according to the universally accepted principles.
- Operate all reimbursements, according to rules and instructions on reimbursements, guidelines on reimbursements for operations, as well as anti-corruption policies.
Corporate Communications Department
- Communicates and publicizes the anti- corruption policy, measures, and related activities to instill the culture of anti-corruption operations.
- Communicates and reports to the public on the company’s anti-corruption measures.
4.2 Guidelines on operations
Internal control system
The company sets out rules and regulations on operation outlining the control structure and approval process. All operational process has internal control and audit procedures and systems such that it follows the anti-corruption measures and is approved by the internal auditor. All employees must follow the company’s rules related to their operation.
The company sets out instructions and prevention guidelines on different types of corruption-risked behaviors as follows:
- Directors, managers, and all employees are prohibited to receive or give bribes of any form for the business gains. Using nominees for such purpose is also prohibited.
- Being the intermediary for any bribery process between those related tocompany’s operation is also prohibited.
Gifts, entertainment, and other benefits
Receiving or giving gifts, entertainment, and other benefits to customers, partners, and business representatives, has to comply with the Group’s related rules on the receiving and the giving of such gifts, entertainment, and other benefits which are in accordance with principles of anti-corruption. Giving or receiving gifts have to be reasonable and accountable.
Any support to political party, political group or politician is not provided both directly and indirectly. This includes the use of any company’s asset for such purpose.
Charitable donation, CSR, and sponsorship
- Donation of money or assets for charity, CSR, and sponsorship must be transparent, lawful, and ethical and must not harm the society.
- The receipts or offers of money or assets for donation or sponsorship must not be used as an excuse for bribery.
- Reimbursements for charitable donation and sponsorship must follow the company’ s reimbursement procedures and the reimbursement approval guidelines. The reimbursement must have clear objectives and examinable evidence.
- In the case of legal impacts, employees must seek advice from the legal department in writing. This applies to other important matters to the managers’ discretion.
Conflicts of Interest
- Directors and Executives of the Company
- Committees’ directors and top executives have to provide reports on conflicts of interest of their own and persons related to them in compliance with what stipulated by law. Such reports are also submitted to the Company’s Secretary in order to be used as follow-up information to supervise the conflicts of interest of directors and executives as well as persons involved in the management of the Group’s businesses.
- In case that any transactions are related party transactions or conflict of interest transactions, any persons involved in conflicts of interest such as the committees’ directors or executives will have abstention from voting and giving opinions in the Meeting, as well as following guidelines issued by the Stock Exchange of Thailand.
- Directors, Executives, and Employees of the Group
- The exploitation of positions to directly favor business’s interest of their own, their relatives, and their friends, is prohibited.
- Taking any advantage from both direct and indirect performance of their duties, as well as the exchange of interest created by positions and duties, are prohibited.
- Using the Company’s information regarded as confidential for the exploitation of their own personal interest is prohibited.
4.3 Raising concerns or reporting corruption
- Employees must not ignore when they see or know any operation that may violate the Company’s rules or when they suspect any action that may be deemed corruption. Employees must notify their direct supervisors or responsible persons of such information. If there is any question or concern, employees may seek advice from their direct supervisors or query the Compliance Department.
- Anyone who sees or suspects that certain behaviors are corruption or may be affected by the anti- corruption policies must immediately report or submit complaints to the company via one of the following channels:
The Email Channel
The Audit Committee:
E-mail address : email@example.com
E-mail address : firstname.lastname@example.org
The Senior Executive Vice President of the Internal Audit Division:
E-mail address : email@example.com
The Letter to Persons Indicated above Channel
MBK Public Company Limited
444 MBK Center 8th Floor, Phayathai Road, Wangmai, Pathumwan Bangkok 10330
- Employees must cooperate in the investigation and provide truthful information for any corruption-risked behaviors.
- The company will provide fair judgment and protection to the employees who notify or refuse to participate in the corruption activities, as specified in the company’s policies.
4.4 Advice on Anti-Corruption Measures
If the director, executive, and staff are in doubts on their self-practice whether it is proper in accordance with the anti-corruption policy, the consideration shall be taken prior to practice or decision making on the following issues.
- Whether it is an act which is legitimate by laws or by official and the Group’s regulations.
- Whether the said act is accepted by the society and can be disclosed to the society.
- Whether it is an act which is in conflict with ethics and may cause discredit to the doer or other person or with the Group’s reputation at that time or in the future.
If it is unsure, the information or fact of the said issue should be proposed to the superior, or the Compliance Department should be inquired to mutually consider the rules, guidelines, and properly practice accordingly.
4.5 Business Information Recording and Document Storage
The business, financial, and accounting information recording, and information record storage must be verified for accuracy and completeness, and executed in accordance with the procedure to comply with the prescribed rule of the MBK GROUP, and adhere to the Group’s Principle of Accounting Standards, the financial report preparation, and other related processes to be consistent with the anticorruption measures. In addition, such documents shall be stored and retained in a safe place in accordance with the rule of document storage prescribed by the Group.
5. Exception to code of conduct
6. Penalty Clause
The Company is committed to promote and instill transparency, honesty, and anti- corruption behaviors in all forms, both directly and indirectly, at all levels of employment, from directors, managers, and other employees. The Company will also communicate and publicize this set of the anti-corruption policy and measures to directors, managers and employees of all levels, as well as to the public. In addition, the Company will promote and develop true understanding of the policy for effective compliance.
Therefore, any ignorance and violation of this policy will be considered wrongful and a violation of the Company’s rules, thus will be considered for disciplinary punishment. Not knowing of this policy is not considered an excusable reason for any violation. In the cases where corruption is illegal, the Company has the rights to pursue a lawsuit against the violators.