Governance Approach
The board of directors, management, and employees at all levels recognize the importance of good governance, integrity, and compliance with regulations, committing to conduct business with honesty, transparency, and accountability. This aims to maximize benefits for shareholders and all stakeholder groups fairly. The company has established a good governance policy and a corporate governance and code of conduct manual in written form, which serves as a framework and guiding principles for the board, management, and employees. This manual aligns with the principles of good governance for listed companies as outlined by the Securities and Exchange Commission and the Stock Exchange of Thailand, as well as the international guidelines from the Organization for Economic Co-operation and Development (OECD). The policy and governance manual are reviewed annually by the board of directors to ensure they remain current and support effective operations and sustainable development.
For more information on the good governance policy, please visit www.nerubber.com or scan the QR Code.
Governance for Sustainability
The Corporate Governance and Sustainable Development Committee monitors management's performance through the Corporate Sustainability Development Working Group, which includes six subcommittees covering ESG dimensions. Regarding governance, the working group on Governance and Fair Operations is responsible for promoting good governance efficiency, risk management, and internal controls across the organization, reporting progress on governance system development and operational performance to senior management and the board of directors sequentially.
CODE OF CONDUCT AND ANTI-CORRUPTION
The company is committed to conducting its business with integrity, honesty, and responsibility towards all relevant stakeholders. Therefore, it has established a business code of conduct within the Corporate Governance & Business Code of Conduct Handbook to serve as a guideline for directors, executives, and employees at all levels in their dealings with the company and all stakeholder groups. The management approach is as follows:
In terms of combating corruption, the company appointed and assigned a working group dedicated to anti-corruption, which reported directly to the Audit Committee. This group was responsible for developing a guideline manual to prevent and combat corruption, including the procedures for reporting wrongdoing within the company. These guidelines applied to the board of directors, executives, and all employees, with a focus on instilling best practices and raising awareness about the importance of fighting corruption in all its forms. Additionally, the company promoted a transparent and accountable organizational culture within a framework of good corporate governance to build trust among all stakeholders.
Learn more about the Business Ethics Policy at: www.nerubber.com or scan QR Code
Good Corporate Governance Policy
Good Corporate Governance and Business Ethics Guide
Business Partner Code of Conduct
Compliance
The company conducts its business with a strong commitment to strict compliance with applicable laws and regulations, as outlined in its policies and business ethics. All directors, executives, and employees are required to operate within the framework of legal and regulatory standards and must not engage in, support, or be complicit in any actions that violate these laws and regulations. Additionally, the company closely monitors changes in laws and regulations relevant to its business to mitigate legal and financial risks, and to be well-prepared to efficiently address changes in stakeholder demands. For instance, it considers regulations such as the EU Deforestation Regulation (EUDR) that affect the export of rubber products, while also creating opportunities for market expansion and increasing stakeholder confidence through proactive risk management and innovation in production processes. These elements are crucial for enhancing the company’s long-term competitiveness.
The company's board of directors review policies and practices to ensure proper governance in compliance with applicable laws and regulations. Annual assessments of legal compliance and regulatory requirements are conducted by the quality management unit (ISO) to ensure the company operates in full adherence to all legal and regulatory obligations.
The company has established a dedicated unit responsible for monitoring changes in relevant laws and regulations, with the following operations in place:
- The company closely monitors new laws and changes in trade regulations and laws of importing countries to prepare for legal and trade compliance risks.
- The risk management task force monitors risks, analyzes and assesses impacts, and develops recommendations for preparation to be presented to the risk management committee.
- The company communicates with relevant entities in both the public and private sectors, as well as international suppliers, to exchange information and feedback. This proactive communication enables the company to stay informed and sufficiently equipped to analyze and enhance operational processes, establish control measures, and ensure alignment with standards and requirements.
MONITORING COMPLIANCE WITH THE CODE OF CONDUCT AND ANTI-CORRUPTION PRACTICES
The company has established channels for receiving complaints and reporting misconduct as outlined in its anti-corruption policy and whistleblower policy. These channels allow directors, executives, employees, and stakeholders to report or provide information regarding operations that are not in compliance with legal requirements, regulations, governance principles, business ethics, or instances of corruption. The company offers various options for submitting complaints, as follows:
| Whistleblowing Channel | |
|---|---|
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Four complaint boxes located within the company
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Postal Mail Address to "Chairman of the Audit Committee" |
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To Chairman of the Audit Committee |
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COMPLAINT MANAGEMENT PROCESS
The company has established a systematic and fair process and mechanism for managing complaints, in accordance with the internal control guidelines of The Committee of Sponsoring Organizations of the Treadway Commission (COSO) and the principles of personal data use under the Personal Data Protection Act (PDPA) B.E. 2562, as well as practices related to human rights. The company has implemented measures to protect complainants, informants, and anyone cooperating or assisting the company to ensure that they are not subjected to unethical treatment or unsafe conditions. Additionally, the information of the complainants and relevant factual details will be kept confidential, with restricted access limited to those responsible for investigating the tips, ensuring that only authorized personnel can access this information.
