Business Ethics and Transparency

Management Approach

 

1. Policy

To complement the Corporate Governance Policy and Corporate Governance Handbook, IRPC launched additional policies, which are Anti-Corruption Policy and Compliance Policy, outlining a company’s commitment to demonstrate business ethics and integrity in its management practices.

2. Responsible Organization

The Corporate Governance Committee monitors the work of management in compliance with corporate governance principles. Moreover, the Corporate Governance Committee also monitors the efficiency and implementation of the Anti-Corruption Policy and other policies relevant to Good Governance, Risk Management, and Compliance Management (GRC). IRPC has an effective implementation of its code of conduct outlined by the Office of Corporate Affairs with a defined responsible function.

The Audit Committee is responsible for monitoring business operations to ensure its internal control system is functioning properly, as well as operations are in compliance with IRPC’s Corporate Governance handbook and the relevant laws and regulations. In addition, IRPC engages with an independent audit committee to conduct careful and cautious investigation under the scope and authority set by the Boards

3. Management System/Process

Believing that business ethics brings public confidence and trust, IRPC adheres to the code of conduct. Achieving balance of the following business objectives of transparency, auditability, and stakeholders’ stewardship enables sustainability.

Code of Conduct

Our company values, principles and guidelines on business code of conduct are outlined in our Corporate Governance Handbook. IRPC realizes the importance of ethics in business and has ethical business as one of the main considerations in its Corporate Governance Policy with definitions and how to apply in daily working life. The main aspects of business ethics are:

• Responsibility to shareholders
• Relationships with customers and the public
• Relationships with suppliers, business competitors and creditors
• Responsibility to employees
• Responsibility to society and the environment.

IRPC requires that all employees complete an acknowledgement and conformity form, and submit both to the Office of Corporate Affairs. Moreover, IRPC also disseminates information and provides training for its employees on corporate governance and business ethics via new employee orientation, Corporate Governance Day, training course and periodic review via the e-learning system.

In addition our Corporate Governance Handbook principles and guidelines are distributed to business partners, joint ventures, entities in which IRPC holds shares of less than 51%, as well as, other business associates. For joint ventures, IRPC requires joint ventures to maintain their own code of conduct, which should be at least equivalent to IRPC’s Corporate Governance Handbook. In the absence of joint venture’s own code of conduct, IRPC requires our joint venture to adopt IRPC’s Corporate Governance Handbook.

Reporting on Breaches

IRPC has an effective implementation of code of conduct as outlined by the office of corporate affairs with a defined responsible function. There are help desks and channels for complaints and grievances to file complaints for all internal and external stakeholders and the office has, in place, investigation and resolution processes that are clearly defined, unbiased, and transparent. The whistleblowing policy declares a commitment to protect the identity of whistleblowers and witnesses. Both internal and external stakeholders can directly communicate with the chairman of the Audit Committee and Corporate Governance Committee through various channels. The whistleblowing channels are through telephone, company website, email, and PO Box.

Whistleblowing Channels

The cases are assigned to Office of Corporate Internal Audit and relevant business units for verification and the reports are made to the Audit Committee and the Board of Directors as well as the related party in a sequence specified in the Complaint Management Procedure. The Audit Committee is responsible for monitoring business operations to ensure its internal control system is functioning properly, as well as operations are in compliance with IRPC’s Corporate Governance handbook and the relevant laws and regulations. In addition, IRPC engages with an independent audit committee to conduct a careful and cautious investigation under the scope and authority set by the Board to ensure its compliance with the guidance from Stock Exchange of Thailand, code of conduct, and international practices. IRPC provides notification and complaint channels for internal and external whistleblowers to notify information and evidence of illegal and unethical conduct. If the accused is found guilty, they will be subject to the corresponding disciplinary action. All whistleblowers and witnesses will be afforded protection.

Performance 

In 2021, IRPC received a total of 33 cases through the whistleblower system, which separated into 7 cases of recommendations and 26 cases of non-compliance with the company’s codes of conduct. These cases are separated into 20 behavior cases, 5 non-compliance to company’s work practice cases and one with embezzlement with zero cases of fraud or corruption. As a consequence, disciplinary action was taken fairly and transparently against each case in violation of the codes. However, there were 0 complaints found relate to Anti-corruption Policy or fraud and 0 cases found to have caused significant damage. Currently all cases are already closed with appropriate preventive and mitigation measures in place for the responsible functions.

Amount	Channel			Type of case				Status
	CEO	Email	P.O. Box	Work Practice	Behavior	Embezzlement	ข้อเสนอแนะ	Completed	Under investigation
	6	3	24	5	20	1	7	33	–
total	33 (100%)			33 (100%)				33	–
%	18	9	73	15	61	3	21	100%	–

IRPC disclosed its details on historical data of past 4 years for whistleblowing cases as,

Areas	2018	2019	2020	2021
	Substantiated Case	Substantiated Case	Substantiated Case	Substantiated Case
Work Practice	10	11	15	5
Behavior	7	11	6	20
Harassment	0	0	0	0
Discriminated	0	0	0	0
Anti-competitive business practice	0	0	0	0
Conflict of Interest	0	0	0	0
Money laundering	0	0	0	0
Fraud*	1	0	0	0
Embezzlement	0	0	0	1

Remark : Corruption & Bribery cases are included in Fraud category and all cases during 2018 and 2021 were completely investigated, judged and solved.

Consequence of Breaches

As a consequence, disciplinary action was taken fairly and transparently against each case found to be in violation of IRPC’s code of conduct. The cases were assigned to the Internal Audit Committee and relevant business units for verification and the reports were made to the Audit Committee and the Board as well as the related party in a sequence specified in Complaint Management Procedure.

In 2020, following the verification, there were 0 case of verbal warnings, 0 case of official written warnings and 0 case of contract terminations. The responsible functions have been notified to provide preventive measures, for example, to raise the awareness on corporate culture and desired behavior, to build good relationship in each functions through activities, to conduct “feed back” session for employees and their subordinate to make open minded conversation, and to conduct the Corporate Governance, Business Ethics and Compliance awareness raising training program, periodically.

4. Transparency

Organization Contributions

Risk of changes in the regulatory regime often has significant implications for IRPC’s current operations and future direction. Accordingly, IRPC considers engaging and collaborating with regulators to advance the principles of sustainable development, protect our rights, and strengthen our position as a leading integrated petrochemical complex in Asia. As prescribed by Sustainability Management Sub-Element 6.3, regulatory advocacy independence and transparency shall be exercised at all times and in all communications and other interactions with regulators and policy makers.

In addition, IRPC contributes to national and international associations and organizations in order to advocate for public policies and regulations that enhance sustainability practices, and assist policymakers through experience and information sharing of either internal or  external trends regarding sustainability. However, IRPC established an Anti-corruption Policy to clarify its position as politically neutral, which means it does not directly or indirectly support any political parties or politicians, but fully supports compliance with the law and democratic rule. Even though the Board, executives, and employees have legal rights and political freedom, harming IRPC’s reputation and businesses is strictly prohibited. For more information, please visit Corporate Governance Handbook, Section 3 Anti-corruption Policy, page 20-21.

Historical data for the past 4 years of IRPC’s monetary contribution to organizations that relate to trade associations or tax-exempt groups shown in the table below.

Type of Organization	Name of Organization	Amount Paid (THB)				Total Amount (THB)
		2018	2019	2020	2021
Trade Association	Oil Industry Environmental Safety Group Association	1,095,000	1,284,000	4,766,000	4,302,000	11,447,000
	World Economic Forum	1,896,303	1,993,188	0	0	3,889,491
	Responsible Care Management Committee of Thailand, Chemical Industry Club of the Federation of Thai Industries (RCMCT)	236,000	241,820	336,000	308,600	1,122,420
	Thailand Business Council for Sustainable Development	250,000	250,000	250,000	250,000	1,000,000
Tax-exempt Group	Foundation for the Global Compact	501,663	458,715	470,312	480,435	1,911,125
	Petroleum Instituted of Thailand	440,000	470,800	440,000	440,000	1,790,800
Lobbying, interest representatives, or similar	–	0	0	0	0	0
Local, regional, or national political campaigns/candidates	–	0	0	0	0	0
Others (e.g., spending related to ballot measures or referendums)	–	0	0	0	0	0
Total Contributions		4,418,966	4,698,523	6,262,312	5,781,035

Largest Contributions and Expenditures

To demonstrate our transparency in political contributions, IRPC discloses information about contributions that create or influence public policy on our corporate website. Two key issues that IRPC consistently supports are below:

Key Issue	Corporate Position	Description of Position/Engagement	Total Spending in FY 2021 (THB)
Support a development of sustainable petroleum and petrochemical industries	Support	IRPC continuously contributes and supports guidance for setting regulations in petroleum and petrochemical industries, in which those regulations will generate benefits to all industries. The purpose of this contribution is to operate our business in accordance with the regulations, comparable to international practices alongside with global sustainable megatrend. IRPC takes a neutral position and makes sure that any contributions made will not damage our reputation or create risk of corruption. For 2021’s fiscal year, IRPC has supported the following industry associations: Thailand Business Council for Sustainable Development, Petroleum Institute of Thailand, and Oil Industry Environmental Safety Group Association.	4,992,000
Responsible business operation for long–term business success	Support	IRPC values the importance of sustainable practice in business operations as it is a key driver of our business to achieve our company’s vision. Thus, IRPC is a pioneer supporter of organizations that advocate sustainable practices such as a founding member of the Global Compact Foundation in Thailand. For this issue, in 2021’s fiscal year, IRPC supported the Global Compact Foundation and Responsible Care Management Committee of Thailand, Chemical Industry Club of the Federation of Thai Industries (RCMCT) in order to support commitment of the chemical industry to improve performance in health,  safety and in protecting the environment. All forms of contribution are paid through membership fees which are made transparent to stakeholders.	789,035

Top Five organization

In 2021’s fiscal year, IRPC has contributed to the following organizations that relate to trade associations or tax-exempt groups:

1. Oil Industry Environmental Safety Group Association

– to participate and support related authorities in adopting new regulations, participate in education and training to promote safety and the best environmental practices amongst members, and collaborating with the government and organizations on oil spill response activities.

2. Foundation for the Global Compact

– to establish UNGC Local Network Thailand, IRPC as one of founding member, aiming to support the Principles of the UN Global Compact on human rights, labor, environment and anti-corruption and report the progress to UNGC in order to align with United Nation’s Sustainable Development Goals. Moreover, to conduct knowledge sharing regarding human rights, corporate governance, and anti-corruption aspects.

3. Petroleum Instituted of Thailand

– to have dialogue with PTIT and peers in petroleum and petrochemical industries for the promotion of sound and practical policies and regulations.

4. Responsible Care Management Committee of Thailand, Chemical Industry Club of the Federation of Thai Industries (RCMCT)

– to support the commitment of the chemical industry to improve performance in health, safety and in protecting the environment.

5. Thailand Business Council for Sustainable Development

– to guide and advocate on national environmental policies based on expertise, facts and field experiences; to build business competitiveness and good practices; and to raise public awareness on sustainability issues.

IRPC remains politically neutral and contribute zero financial support to any political party, political group or any political candidates, neither in any local, regional nor national levels, or person with political influence. In addition, IRPC is well aware that contributions and charitable donations may impact the company’s reputation through bribery or corruption cases. Hence, the company strictly