Whistleblowing and Complaints

Whistleblowing and Complaints Policy

• Principle and Rationale

  To comply with the anti-corruption policy and measures, Winner Group Enterprise Public Company Limited (“the Company”) has established channels for inspection and reporting in the event that any acts or support of acts that violate or fail to comply with the anti-corruption policy and measures are identified. Furthermore, the Company has also established measures to protect and mitigate damages for stakeholders, including employees, shareholders, investors, customers, business partners, creditors, government agencies, organizations, or related parties. These stakeholders may inquire, submit complaints, or report clues regarding illegal acts, the accuracy of financial reports, deficiencies in internal control systems, or violations of the Company’s Business Code of Conduct. Such channels enable the Company to receive information more promptly and to resolve issues in a timely manner.

• Definitions

  Whistleblowing and Complaints Policy

  Refers to the policy under which the Company accepts grievances and complaints regarding various types of misconduct related to non-compliance with laws, rules, regulations, the Company’s Articles of Association, as well as ethics and codes of conduct occurring within the Company. The policy includes measures to protect and mitigate damage for informants, whistleblowers, reporters, and complainants.

• Scope of Whistleblowing
  1. Acts that are illegal, in violation of regulations, or behaviors that may indicate fraud or corruption, including non-compliance with applicable rules and regulations.
  2. Irregularities in financial reports, deficiencies in internal control systems, and falsification of documents, such as misreporting the use of Company assets, improper reimbursement and approval of expenses, which may affect the Company’s reputation or cause damage.
  3. Payments of money or provision of other benefits to government or private entities for business advantage or success.
• Whistleblowing Channels

  If any incident is identified that may be considered as conduct or behavior indicating fraud or corruption, illegal acts, inaccuracies in financial reporting, deficiencies in internal control systems, or violations of the Code of Conduct, a whistleblowing report or complaint may be submitted to the Audit Committee. Such submission should include reliable information and sufficient details. The whistleblower may choose to disclose their identity (including name, address, telephone number, facsimile number, e-mail, and relationship with the Company) or remain anonymous. Reports can be submitted through the following channels:

  1. By post or sealed letter addressed to:
     Audit Committee
     Winner Group Enterprise Public Company Limited
     43 Thai CC Tower, 21st Floor, Room 214–219, South Sathorn Road,
     Yannawa, Sathorn, Bangkok 10120
  2. By telephone at +66 2675 6525 ext. 1802 or by facsimile at +66 2675 6533
  3. By e-mail at [email protected]

  In addition to the above whistleblowing and complaint channels, employees may also seek clarification or submit whistleblowing reports or complaints if they observe any suspected violations or non-compliance with the Code of Conduct through the following channels:

  1. Office of the Chief Executive Officer
  2. Corporate Services Division — Human Resources Department
• Procedures

  The designated working group responsible for receiving complaints shall review the information, evidence, and credible witnesses in order to assess the impact and determine appropriate corrective actions on a case-by-case basis. The findings shall be reported to the Audit Committee for consideration and further submitted to the Board of Directors for deliberation. In cases where the whistleblower remains anonymous, the Company will consider the matter if sufficient and useful information or recommendations are provided.

  The Company has appointed a working group to receive complaints and conduct fact-finding investigations. The composition of the working group is as follows:

  1. Head of Human Resources Department — Chairperson
  2. Legal Advisor — Member
  3. Head of the accused person’s division — Member
  4. Corporate Secretary — Secretary

  After completing the investigation and verifying the facts, the working group shall report the results of the whistleblowing or complaint to the Audit Committee for consideration and opinion (as applicable), and subsequently to the Board of Directors for further consideration, determination of corrective actions, and imposition of disciplinary measures.

  In the event that the Audit Committee is of the opinion that any director, executive, or employee who has been reported or complained against may have violated the law, the principles of good corporate governance, or the Company’s Code of Business Conduct, or engaged in inappropriate conduct affecting the Company’s reputation and credibility, the working group shall report the Audit Committee’s opinion to the Board of Directors, Chief Executive Officer, Managing Director, or Human Resources Department, as the case may be, as follows:

  • In cases involving directors, the Chief Executive Officer, or the Managing Director, the matter shall be reported to the Board of Directors for consideration.
  • In cases involving the Head of Human Resources, the matter shall be reported to the Managing Director for consideration.
  • In cases involving executives and employees, the matter shall be forwarded to the Human Resources Department for disciplinary action in accordance with the Company’s regulations.

  The working group shall be responsible for informing the complainant or whistleblower of the outcome of the complaint (in cases where the whistleblower has disclosed their identity).

• Document Retention of Whistleblowing/Complaint Records and Investigation Findings

  All information received from whistleblowers, including documents, evidence, findings, and facts obtained from investigations, shall be maintained as confidential records by the Company Secretary. The retention period shall be 10 years, in accordance with the statute of limitations, or as determined at the discretion of the Chief Executive Officer, and in compliance with the Company’s policies.

• Protection Measures for Whistleblowers, Informants, Complainants, or Persons Cooperating in Reporting Fraud and Corruption (“Whistleblower”)

  Personal information (e.g. name, surname, address, and other identifiable information) of the whistleblower shall be accessible only to the Audit Committee, the Chief Executive Officer, the Managing Director, and the working group responsible for receiving complaints or suggestions. The Chief Executive Officer and the Managing Director are authorized to access such information through the three whistleblowing channels.

  The whistleblower shall be protected under the Securities and Exchange Act, which stipulates that listed companies or issuers of securities shall not treat employees unfairly, including changes in job position, job description, workplace, suspension, intimidation, obstruction of work performance, termination of employment, or any other acts of unfair treatment.

• False Whistleblowing or Complaints

  If the Company determines that a whistleblowing report or complaint is made in bad faith, is false, and intended to cause damage, the following measures shall apply:

  • In the case of Company employees, disciplinary actions shall be taken in accordance with the Company’s regulations.
  • In the case of external parties, if such actions cause damage to the Company, the Company shall consider taking legal action against such persons.
• Investigation and Disciplinary Actions

  In the event that the investigation conducted by the working group reveals that there is reasonable evidence to believe that the accused has committed fraud or corruption, violated laws, regulations, rules, or the Company’s Code of Business Conduct, the Company shall ensure that the accused is informed of the allegations and given the opportunity to defend themselves by providing additional information or evidence to prove that they were not involved in such misconduct.

  If it is determined that the accused has committed fraud or corruption, violated laws, regulations, rules, or the Company’s Business Code of Conduct, whether such person is a director, executive, employee, or staff of the Company, such actions shall be deemed a violation of the anti-corruption policy, corporate governance policy, code of conduct for directors and executives, and the Company’s Business Code of Conduct. The offender shall be subject to disciplinary actions in accordance with the Company’s regulations. If such act constitutes a legal offense, the offender shall also be subject to legal penalties, and the Company shall consider taking legal action and reporting the matter to the relevant authorities.

• Review of the Whistleblowing and Complaints Policy

  This Whistleblowing and Complaints Policy shall be reviewed and updated regularly in the event of any significant changes, or at least once a year.