Laguna Resorts & Hotels Public Company Limited and its subsidiaries (the “Company”) is committed to conducting its business with integrity, transparency, morality and accountability. The Company adheres to the principles of the Corporate Governance Code and conducts its business responsibly towards the society and its stakeholders.  It has joined “Thailand’s Private Sector Collective Action Coalition against Corruption” to demonstrate its intention and commitment to eradicate all forms of corruption which damages Thailand’s social and economic development. In addition to the Company’s Code of Conduct, this Anti-Corruption Policy is established to promote anti-bribery and anti-corruption practices and serve as clear guidelines for Directors, Executives and employees in conducting the Company’s business.

Definitions

 

Definitions

Directors means Directors of Laguna Resorts & Hotels Public Company Limited and its subsidiaries
Employees means The management at all levels, and officers of the Company whether on permanent, fixed term, or temporary employment basis in every business unit.
Fraud means An intentional act committed to secure unfair or unlawful gains for one’s self or others. Fraud can be broken down into three types: corruption, asset misappropriation and fraudulent reporting, for example, fraudulent financial statements.
Corruption means The misuse of position or power of influence for inappropriate gains for the organization, one’s self or others. Corruption includes any types of bribery; an offering, giving, promising or agreeing to give, demanding or accepting money, assets, or other inappropriate benefits from the government officers, government sectors, private sectors, or responsible person either in direct or indirect action so that such person could proceed or disregard his/her function in order to acquire, retain the business, recommend specific company to the entity, or achieve any improper benefits in business transaction. Corruption may take many forms, including the provision or acceptance of:

(1)   Political contributions

(2)   Charitable contributions and sponsorships

(3)   Facilitation payments

(4)   Gifts/gratuity, entertainment and hospitality

 
Bribery means The act of paying, offering, promising to pay, receiving, requesting or soliciting anything of value, such as assets, money, things, rights or other advantages that are against good ethics, conduct, rules, regulations or laws with government officials, government organization, private organizations or other individual(s) – directly or indirectly – in order for that person to wrongfully act or wrongly refrain from performing their duties to receive or retain benefits that are inappropriate for the business.
Political Contribution means Monetary or non-monetary support provided to a political party, representative of a political party, politician or candidate for election. As such, non-monetary political contributions include lending or donating any equipment for free of charge.
Charitable Contribution means Activities relating to giving money, goods or any interest without tangible benefit in return.
Sponsorship means Money paid for the purpose of supporting the business, brand or reputation of the Company
Facilitation payment means The provision of money, goods, or any other interest given to an officer of any agency whether governmental or private, in order to secure or expedite a routine or necessary action.
Gift / Gratuity means Valuables in both material, goods and services, whether it is a direct giving or receiving, or offering to purchase or sell at special price as well as paying service fees such as traveling expense, etc.

Anti-Corruption Policy

The Company has adopted a zero-tolerance policy towards corruption.  Directors, Executives and employees of the Company including persons acting on behalf of the Company are prohibited from using corrupt practices in any form both directly and indirectly.  This Anti-Corruption Policy is to be reviewed regularly, including possible revisions of such policy and implementation of additional guidelines to adapt to any changes to the business, relevant laws and regulations.

Roles and Responsibilities

  1. The Board of Directors is responsible for establishing policies, monitoring, and forming an effective system or guidelines to support Anti-Corruption practices.
  2. The Audit and Risk Committee is responsible for reviewing financial / accounting reports and internal audit and risk management process to ensure the appropriateness and effectiveness of internal controls.
  3. The Chief Executive Officer and the Executives are responsible for establishing and implementing standard operating procedures to support the Anti-Corruption Policy, setting-up communication channels and organizing training programs relating to Anti-Corruption policies, regulations and standard operating procedures for employees and all related persons. They are also responsible for reviewing the appropriateness of related procedures to align with any changes in business, procedures, regulations and applicable laws.
  4. All employees are responsible for complying with the Anti-Corruption guidelines and related announcements. Employees must report to their supervisor or to a designated reporting channel, when they have any queries, encounter any suspicions of fraud or breach of the Company’s regulations.

Guidelines

  1. The Directors, Executives and all employees must strictly comply with the Anti-Corruption Policy and any guidelines which may be announced from time-to-time.
  2. Executives, employees or persons acting on behalf of the Company, shall not request, provide, persuade or promise to provide or accept bribery or any form of inappropriate payments including facilitation payments.
  3. All employees shall always be vigilant on any corrupt dealings which directly involve the Company. All employees must notify such dealings to their supervisors or responsible person, and cooperate in the investigation process.
  4. The Company shall be fair and safeguard all employees, appellant, witness or persons who report / incorporate with corruption cases involving the Company.
  5. Any employee who is caught committing corruption shall be disciplined in accordance with the Company’s policies. A criminal case may also be brought upon such employee if the act is in violation of the law.
  6. The Company shall disseminate, share and establish a common understanding on the Company’s Anti-Corruption Policy with external parties who are involved with or who may affect the Company .
  7. This Anti-Corruption Policy is to be included in the Human Resource Management process starting from recruitment, selection, promotion, training, evaluation, compensation and benefits. All supervisors must communicate and establish a common understanding of the policy with their staff as to how it is to be applied in the business operations under their responsibility and to monitor the effectiveness of the implementation.
  8. Charitable contributions and sponsorships to individuals and organizations in the private or public sectors must be transparent and must be made for charity purposes only and not with the expectation for the return of favorable treatment that may be considered as fraud or corrupt. The request and approval processes must be performed in accordance with the Company’s guideline on charitable contributions and sponsorships.
  9. The provision and acceptance of gifts / gratuity are permitted according to local tradition on the condition that all gifts / gratuity must be declared to the Company. However, the Company prohibits its employees from providing / accepting gifts / gratuity from business partners which are beyond reasonable amounts. The provision and acceptance of gifts / gratuity must not be made to influence / impair objectivity or to gain inappropriate advantages in business treatments / agreements.
  10. Employees shall avoid providing or accepting gifts / gratuity or other advantages that may constitute bribery or raise suspicions about integrity issues or result in conflicts of interest which may adversely impact the Company’s reputation.
  11. The request and approval process to provide gifts / gratuity must comply with the Company’s Announcement or guideline on gifts.
  12. All employees shall abide by and propagate the Company’s Anti-Corruption culture in all business dealings with both the public and private sectors. All employees shall perform their duties honestly, ethically and transparently without engaging in fraud and corruption.
  13. The Company adopts a politically neutral policy and will not participate or make a political contribution to any activities of political parties, political groups, or politicians, whether directly or indirectly. The Company shall not allow political supporters to use the Company’s resources or premises for political activities.

The Additional Guidelines

The Managing Director shall have the authority to set up additional anti-corruption guidelines as required.

Practice on the Provision and Acceptance of Gift or Gratuity

To ensure that Laguna Resorts & Hotels Public Company Limited has been operating its business with transparency and in compliance with the Company’s Good Corporate Governance Policy and the Anti-Corruption Policy, the Company hereby announces the following practices to all employees.

  1. The management and employees of the Company shall not accept gifts or gratuities from the external persons or organizations.
  2. The management and employees of the Company shall notify all relevant stakeholders about no gift practice and encourage them to comply with the Company’s policies.
  3. Providing traditional gift or gratuity is acceptable, but it must not conflict with the relevant laws and be in accordance with the Company’s policies. It must be reasonable with no value of gift or gratuity beyond reasonable amounts (no more than Baht 3,000)
  4. In case you receive a gift or gratuity, you are requested to return it to the person or organization who gave it. If there is any inconvenience for the return of the gift or gratuity, please comply with the following instructions.
    1. Fill in the Gift Receipt Form by specifying required details such as type of received gift or gratuity and the owner’s name or organization who gave the gift or gratuity.
    2. Submit the gift or gratuity together with the Gift Receipt Form to Human Resources Department (HR), the Center for the collection of gift or gratuity for further process.

The Company will consider donation of gift or gratuities received to charitable entities or social projects as deemed appropriate.