Good Governance and Anti-Corruption

Good governance forms the foundation for the sustainable growth of Krungsri and companies in the Financial Business Group (Krungsri Group).It is also the main factor that drives business in an efficient, transparent, and auditable manner with accountability to all stakeholders. Therefore, Krungsri Group aspires to strengthen good governance continuously to ensure that all our business processes give utmost consideration to the risks and the responsibilities to all stakeholders, all the while boosting sustainable economic, social, and environmental development. We also instill into our employees the sense of duly complying with global good governance principles and anti-corruption, given our measure of zero tolerance toward all forms of corruption, both direct and indirect. All this will help bolster the confidence and trust of shareholders, investors, and all stakeholders in us and also add value and worth to the business in the long term.

Management Approaches

Krungsri Group emphasizes conducting business based on the Good Corporate Governance Principles and combating all forms of bribery and corruption with the following management approaches.

• The Board of Directors stipulated “Good Corporate Governance Principles” in writing. The contents cover shareholders’ rights and equitable treatment; disclosure of information and transparency; composition and qualifications of the Board of Directors; roles and responsibilities of the Chairman and the Board of Directors including the subcommittees reporting to it; roles and responsibilities of the President and Chief Executive Officer and other executives; internal control system and internal audit system; Krungsri Group’s business philosophy and roles toward stakeholders; Krungsri’s mission, vision, and core values; and the Code of Conduct and employees’ compliance with it. It is stipulated that these principles must be revised every year or without delay upon any significant change to ensure that Krungsri’s Good Corporate Governance Principles are appropriate to the changed situations and correspond with the relevant criteria, including the organization structure and the compliance environment of Krungsri Group.
  Good Corporate Governance Principles
   

  Good Corporate Governance Principles

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• Stipulate the “Policy and Program for Anti-Bribery and Corruption” as a guideline for operating business with honesty, integrity, good governance, and ethics. The Bank has zero tolerance toward any form of direct or indirect corruption. All entities under Krungsri Group must refer to this policy when formulating their policies, guidelines, and workflows unless theirs are stricter. The policy is revised every year or upon any significant change and must be approved by the Board through the Risk and Compliance Committee and the Executive Committee. In this regard, it outlines the framework for anti-bribery and corruption practices that the Bank strictly adheres to in business. The key elements are as follows:
  
  Definitions
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  Key Term	Definition
  Bribery	Any offer, promise, or giving of Anything of Value intended to improperly obtain or retain business or other advantages. Bribes may be paid directly or indirectly or through third-party providers, and are not limited to the giving or receiving of Cash or Gifts.
  Corruption	The misuse of entrusted power or public office for improper benefit or gain for oneself or others. The term covers Bribery of Public Officials as well as a range of other criminal offences, including fraud, extortion, and money laundering.
  Donations	Giving of money, goods, or any other benefits to individuals or legal entities, such as charitable entities, foundations, or funds, without business objectives or commercial gains and without intention to improperly obtain or retain business or any other advantage.
  Entertainment	Anything of Value (e.g., meals, entertainment, travel, accommodations, conference invitations, and training) provided for an event in which the provider also accompanies the recipient or participates in the event.
  Facilitation Payment	Payments made to Public Officials to improperly secure or expedite the performance of a non-discretionary routine or necessary government action e.g., processing a visa, providing police protection or mail service, or supplying utilities such as phone or electricity services, etc. The payer generally is entitled to the routing or necessary action irrespective of making the payment.
  Gift	Anything of Value (e.g., goods, food, physical property, entertainment tickets, digital asset or a discount not available to the public) provided to a recipient in which the provider does not partake or participate.

  General Principles
  Bank of Ayudhya Public Company Limited (“The Bank”) is strongly committed to upholding the principle of business ethics. Bribery and corruption, in any forms, are strictly prohibited, even if they appear to offer business opportunities for the Bank in its operations. Additionally, the Bank’s business opportunities shall not be unlawfully exploited for personal gain or the benefit of others through the misuse of Bank property, information, or authority. To ensure adherence to these commitments, the Bank shall establish an Anti-Bribery and Corruption Compliance Program (the “Program”) as described in this Policy.
  
  Prohibited Activities
  The Bank prohibits all forms of bribery and corruption. Employees are not allowed to engage in the following prohibited activities:
  1. Giving or receiving Cash or Cash Equivalents in connection with the activities under this Policy, except Cheque which is issued by the Bank with the payee’s name included for local traditions and conventions such as funerals, weddings, and Buddhist ordinations.
  2. Offering, promising, or giving Anything of Value, directly or indirectly, to anyone—or planning, supporting, or authorizing the same—if doing so is intended or could reasonably appear as intended to improperly obtain or retain business or any other advantage.
  3. Soliciting or receiving Anything of Value, directly or indirectly, from anyone, if doing so is intended or could reasonably appear as intended to improperly influence an Employee in his or her activities on behalf of the Bank.
  4. Using personal funds (e.g., an Employee’s own money, which the Bank will not reimburse) to provide Anything of Value to any counterparty in connection with the Bank’s business.
  5. Offering, promising, or giving Facilitation Payments to Government Officials to improperly expedite or facilitate government actions or services.
  6. Directly and indirectly offering, promising, or giving Kickback to Government Officials, Vendors, Prospective Vendors, Client, Prospective Client, or Other in any forms.
  7. Falsifying or concealing any books, records, accounts, or other information or data related to the activities of the Bank, its clients, service providers, vendors, suppliers, or other business partners.
  8. Violating any relevant laws, regulations, or the Bank’s Policies.
     These requirements shall include reasonable exceptions that permit the Employees to proceed with an activity that would otherwise require pre-clearance, including in the following situations:
     • Personal Safety: If an Employee believes his or her personal safety or the safety of others is at issue (e.g., when a payment must be made to ensure safe passage out of a particular situation or location), approval must be obtained from the CEO and the CCO after any proceeding. If the case is extremely necessary due to health, life, and safety concerns, the matter needs to be reported as soon as practicable with available and adequate documents and evidence to prove that such transaction is reasonably necessary and appropriate.
     • Payments Directly to a Government Entity: Routine payments to government entities in the ordinary course of the Bank’s business (as opposed to a Public Official individually for their personal benefit), such as court fees, license fees, taxes, or utilities. The Bank must maintain documentation demonstrating the purpose and recipient of such payments.

Requirements and Preventive Measures on Anything of Value
While giving or receiving Anything of Value to or from anyone may be permissible, it can pose bribery and corruption risks and appearance concerns for both Employees and the Bank. Therefore, Employees are expected to exercise good judgment and ensure that such activity serve a legitimate business purpose, are reasonable, accurately documented, and do not create a conflict of interest or violate local laws and this Policy. Employees who seek to give or receive Anything of Value to or from a counterparty are responsible for knowing whether the counterparty is a Public Official, Client, Prospective Client, or other third party.

As set forth below, under certain circumstances, Employees must obtain Pre-Clearance of Anything of Value given or received, directly or indirectly, to or from Public Officials, Clients, Prospective Clients, or other third party.

1. Gifts and Entertainment
   The giving or receiving of Gifts and Entertainment must be appropriate, in line with local cultures, traditions, and conventions as well as comply with applicable laws, including the laws of the counterparty’s country.
2. Donations and Sponsorships
   Donations and Sponsorships—even if made to legitimate organizations—may create corruption and bribery risk and are prohibited if they are intended, or could reasonably appear to be intended, to improperly obtain or retain business or other advantages.
3. Political Contributions
   Employees are not permitted to provide political contributions, personally or on behalf of the Bank, if they are intended to improperly influence any external party in connection with the Bank’s business or in exchange for any improper business advantage.
4. Speaker Fees and Honoraria
   Speaker fees or honoraria paid to Public Officials may create the appearance that such payments are intended or appear intended to improperly influence the recipient, so such activity shall be avoided in principle. Invitation of a Public Official as a speaker or the payment of speaker fees/honoraria to the Public Official requires approval from the Human Resources Learning and Development Division. Compliance pre-clearance is required for cases above certain value thresholds
5. Employment or Work Experience
   Offers of Employment or Work Experience whether paid or unpaid are considered to be Anything of Value under this Policy. Providing an offer of employment or work experience to a candidate with the expectation that, as a result, the Bank will obtain or retain an improper business benefit or advantage, is prohibited.
   
   High-Risk Candidates must be evaluated in the same manner as any other candidates (i.e., they must not receive any preferential treatment). Compliance Pre-Clearance are required prior to providing any offer of employment or other work experience to High-Risk Candidates.

Penalty

• Board of Directors who violate this Policy may be liable under the regulations of the Bank of Thailand and/or the Securities and Exchange Commission, as well as other relevant laws, regulations, rules, or requirements.
• Employees who violate this Policy will be subject to disciplinary action according to the Bank’s rules and may be committed to an offence under other relevant laws, regulations, rules, or requirements

• Stipulate “The Spirit and The Letter” (S&L) which is a code of conduct regarding integrity within the framework of laws and good governance. This serves as practices for all directors, executives, and all employees to comply with. The S&L specifies in writing the matters for acknowledgement, compliance, caution, and punishment in case of violation to create continuous awareness of the practices. Krungsri Group stipulates that all employees must regularly sign to acknowledge and give consent to comply with the S&L every year.
  The Spirit and The Letter
   

  The Spirit and The Letter

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• Adhere to the “Banking Industry Code of Conduct” which was jointly established by the member banks of the Thai Bankers’ Association (TBA) to uphold the standards and code of ethics for Thai commercial banks, bolster customer confidence in the banking industry, and raise the banking standards so they are clearer and more practical for effective implementation. Business is run based on three main principles: integrity, fairness, and accountability to stakeholders. The code covers practices as follows:
  1. Code of Conduct
  2. Roles of Directors and Executives
  3. Service Standard
  4. Employees and Working Environment
  5. Commitment to Customers
  6. Conflict of Interest
  7. Information Management
  8. Overall Compliance
  9. Trade Competition and Dispute Resolution
• Stipulate the “No Gift Policy” to which employees shall adhere by not accepting gifts from the Bank’s customers or suppliers. The policy is communicated to stakeholders and external parties through the Bank’s various channels such as the Bank’s website (krungsri.com), the “Krungsri Simple” Facebook fanpage, ATM screens, and the “Krungsri Simple” Line Official Account to show our intention to counter all forms of bribery and corruption under the principles of Thailand’s Private Sector Collective Action against Corruption (CAC) and good governance principles.
• Communicate and disclose the “Good Corporate Governance Principles” “Anti-Bribery and Corruption” and “The S&L” to all stakeholder groups through the Bank’s website (krungsri.com) and other suitable channels such as email and the Bank’s intranet.
• Lay down the fundamental principles for whistleblowing and protecting whistleblowers. Through Krungsri’s easily accessible whistleblowing channels, any employee or person can report employees’ violation of a law, policy, procedure, or code of conduct and rest assured that they will not suffer any repercussion afterward.