Bangkok Post Public Company Limited

Anti Fraud & Whistle Blowing Policy

Key Points for Staff

1. All employees are required to act honestly and ethically in all their dealings, within the Group and other companies.
2. The main element of “Fraud” is intentional deception or misrepresentation.
3. Any dishonesty, unethical behavior, intentional deception or misrepresentation is against the code of conduct, policy, and regulations of the Group and anyone who commits such acts will face disciplinary action, up to and including dismissal.
4. Specifically banned is the payment or acceptance of any bribes, payoffs, or kickbacks.
5. It is expected that employees, who seriously suspect or know of fraud, to report their concerns through the designated whistle blowing channels.

6. The Office of Internal Audit will coordinate all investigations. No one else in the Group is authorized to investigation suspicions or allegations of fraud.
7. Reports by whistle blowers will be treated confidentially. There will be no victimization or reprisals.

The complete Anti-Fraud and Whistle Blowing Policy is as follows:

Anti-Fraud and Whistle Blowing Policy

INTRODUCTIONS

Bangkok Post Group - “the Group” places highest importance on honest and ethical behavior by all its employees, no matter how high or low their positions. Bangkok Post Group's Anti-Fraud and Whistle Blowing Policy is established to facilitate the detection, prevention, and proper handling of fraud against the companies in the Group.

Employees are often the first to realize that there may be something seriously wrong. This policy encourages employees to report concerns they have regarding practice within the Group. It is intentional to promote consistent organizational behavior by providing guidelines and assigning responsibilities for conducting investigation.

This policy is aimed at:
• Reassuring employees that their concerns will be dealt with in confidence and thus feel free in raising concerns and to question and act upon concerns about practices or facts they believe are harmful to the Group;
• Advising employees how to raise their concerns and how they will receive feedback on any actions taken;
• Ensuring that employees receive a response to their concerns and that they are aware of how to pursue them if they are not satisfied;
• Reassuring employees that they will be protected from possible reprisals or victimization if they have a reasonable belief that they have made any disclosure in good faith;
• Assuring that the investigations are conducted in a proper and timely manner.

SCOPE OF POLICY

This policy is designed to enable employees to raise concerns internally and at a high level, and to disclose information which the individual believes shows malpractice or impropriety. These concerns could include

• Financial malpractice or impropriety or fraud
• Failure to comply with a legal obligation or Statutes
• Dangers to Health & Safety or the environment
• Criminal activity
• Payment or acceptance of any bribes, payoffs, or kickbacks
• Improper conduct or unethical behavior
• Attempts to conceal any of improprieties

This policy applies to any improper practices, or suspected fraud, involving employees as well as shareholders, consultants, customers, vendors, contractors, and/or any other parties with a business relationship with the companies in the Group.

The procedures in this policy are in addition to complaint procedures and other statutory reporting procedures. Managements are responsible for making staff, customers, and concern parties aware of the existence of these procedures.

WHISTLE BLOWING PROCEDURES

An employee who discovers suspected dishonest or fraudulent activity will report their concerns through one of the whistle blowing channels appeared in the box below. An attempt to personally conduct investigations or interviews/interrogations related to any suspected fraudulent act is not permitted. Contacting or confrontation the suspected individual is prohibited. All inquiries concerning the activity under investigation from the suspected individual, his or her attorney or representative, or any other inquirer should be directed to the Office of Internal Audit. Should the employee or complainant feel threatened, a request could be filed to the Office of Internal Audit or investigating committee for protection or advice.

This policy encourages individuals to put their names to any disclosures they make. Concerns expressed anonymously are much less credible, but they may be considered at the discretion of the Group. If an individual makes an allegation in good faith, which is not confirmed by subsequent investigation, no action will be taken against that individual. In making a disclosure the individual should exercise due care to ensure the accuracy of the information. If, however, an individual makes malicious or vexatious allegations, and particularly if he or she persists with making them, disciplinary action may be taken against that individual.

The reported suspect fraud will be passed to the appropriate designated investigating personnel, who must not involve in any way of reported action. The Office of Internal Audit or Company Secretary will firstly report overview situation to the Audit Committee. Subject to guidance from the Audit Committee, the Office of Internal Audit will then coordinate with appropriate management in all investigations and interviews/interrogations. In some cases, an investigating committee may be appointed. During the investigation process, the investigating committee is required to report the progress of the investigation to the Audit Committee without undue delay.

INVESTIGATION

Great care must be taken in the investigation of suspected improprieties or wrongdoings so as to avoid unfounded accusations or alerting suspected individuals that an investigation is under way. All disclosures will be treated in a confidential and sensitive manner. The identity of the individual making the allegation will be kept confidential so long as it does not hinder or frustrate any investigation. However, the investigation process may reveal the source of the information and the individual making the disclosure may need to provide a statement as part of the evidence required.
Office of Internal Audit in consultation with the senior management would be directly responsible for the investigation of all suspected fraudulent acts as defined in the Internal Audit Charter.
Investigation of fraud consists of performing extended procedures necessary to determine whether fraud, as suggested by the indicators, has occurred. It includes gathering sufficient information about the specific details of a discovered fraud. Other staff or specialists from inside or outside the Group can be asked to participate in fraud investigation.

If the investigation substantiates that fraudulent activities have occurred, Office of Internal Audit will issue report to appropriate designated senior management and to the Audit Committee. In some cases when disciplinary actions are required, the investigating committee as appointed by Executive Committee, comprises representatives from Office of Internal Audit, Human Resource Department, senior management of concern department, and/or legal consultant to work further on the investigation details and propose the disciplinary actions for related staff.

REPORTING

The Group treats all information and complaints received confidentially. Investigation results will not be disclosed or discussed with anyone other than those who have a legitimate need to know. This is important in order to avoid damaging the reputations of persons suspected but subsequently found innocent of wrongful conduct and to protect the entity from potential civil liability.
Investigating committee or Office of Internal Audit / the Company Secretary has responsibility to inform the final result of investigation to employee or other complainant as necessary and proper. Investigating committee or Office of Internal Audit has responsibility to report the case, result and disciplinary actions (if any) to senior management concern and Executive Committee. Office of Internal Audit has responsibility to report all investigations and results to Audit Committee.

RESPONSIBILITY ON ANTI-FRAUD

The principal mechanism for deterring fraud is internal controls in work processes. The fraud risk management, proper measures for risk mitigation, and effective policies related to risk and controls create the appropriate control environment.

Board of Directors: Setting up the policy related to anti-fraud and necessary measures of fraud risk management.
Audit Committee: Evaluating the efficiency and adequacy of internal controls over financial reporting, internal audit reporting as well as considering the appropriateness of the control environment set by management. The effectiveness of procedures for handling allegations from whistle blower is also included.
Management: Establishing and maintaining control rests with management. Management is responsible for the detection and prevention of fraud, misappropriations, or other inappropriate conducts. Each member of the management team will be familiar with the types of improprieties that might occur within his or her area of responsibilities, and be alert to any indication of irregularity.
Internal Auditor: Examining and evaluating the adequacy and the effectiveness of the system of internal control, commensurate with the extent of the potential exposure/risk in the various segments of the operations. Recommendations to improve controls should be raised to the concern management.
External Auditor: External auditor is expected to be alert to the possibility of financial fraud or irregularity, and will act without undue delay if grounds for suspicion come to their notice. The external auditor has a responsibility to review any arrangements to prevent and detect fraud or irregularity and to limit the opportunity for corrupt practices. Internal and external auditor should share information and coordinate activities to ensure proper coverage and minimize duplication of efforts.

RELATED POLICIES

Also see:
The Company Code of Conduct.
The work rules and regulations
The Audit Committee Charter, specifically on the section regarding "Whistle Blowing'.
Internal Audit Charter.

APPROVAL

This revised policy will be effective from 15 May 2017.