Anti-Corruption policy and guideline
by Nam seng Insurance Pcl.,
as Approved by the resolution of board’s meeting on 26 october 2015

Nam Seng Insurance Plc. has always been adhering to the law, transparency, moral principle and social and public responsibility in every course of its business operation. It has also adopted policy against corruption and fraud. As such it joins the Thai business sector front against corruption. The Company’s Board’s meeting on 26 October 2015 determined “anti-corruption policy and guideline” in writing as a basis for all directors, executives and staffs in their operation details of which are as follows:

1. Definitions

     a. Fraud
          Fraud refers to misappropriation of the Company’s money or property for individual purpose (asset misappropriation) including forgery for individual benefit and dishonest disbursement.
     b. Corruption
          Corruption refers to offering and taking a bribe, offering or receiving present or service, asking for or offering property or money as well as other benefit wrongfully in order to solicit state officer or any other person doing business with the Company to omit their operation under their position or otherwise to abuse their position or power wrongfully, illegally or immorally or in contradiction to the trade norms. This shall include any act constituting conflict of interest or misappropriation whether for the benefit of the Company, their own behalf or their family and acquaintance. 

2. Policy against corruption and fraud

     (1) The Company prohibits its directors, executives, staffs, business representatives as well as its related persons from committing all kinds of corruption, directly or indirectly, by representation, covenant, asking, demand, offering or taking a bribe or do any act or behavior signifying corruption for the benefit of the Company, their own behalf or their family and acquaintance as well as embezzlement of the Company’s money or property for personal purpose.
     (2) The Company has adopted the policy setting forth work procedures, internal control and audit against corruption and dishonest practice in accordance with the policy, auditing procedures on regular basis in order to reflect changes in law and business environment and to preserve the Company’s reputation.
     (3) The Company’s human resources management policy aims to select and train its staff to gain basic understanding of the guideline of anti-corruption practice while its business representative is also advised to adopt such policy.
     (4) The Company has put in place the procedure for taking complaint and feedback by encouraging its staff and other person to give any information about corruption via safe channel for informant.
     (5) The Company has drawn a policy on risk management concerning corruption in certain forms including political contributions, charitable donation, sponsorship, souvenir expenses, hospitality expenses and other related expenses.
     (6) The Company shall monitor and review its measures against corruption and fraud in order to reflect changing situation and risk.

3. Duties and Responsibilities

     (1) The Board shall consider and approve policy against corruption and fraud and provide support to anti-corruption activities by assigning the management to implement measures against corruption and fraud.
     (2) The risk management subcommittee is responsible for assessing business risks in order to identify the operation probably involving corruption or fraud and to determine countermeasures to prevent or reduce such risk as well as to follow up and evaluate the outcome.
     (3) The audit committee is assigned with the duty to audit adequacy of internal control system and report to the Board if corruption is found or suspicious in order that the Company can assess to what extent such measures can successfully achieve.
     (4) The managing director has responsibility to cause to have such system promoting the policy against corruption and fraud in order to communicate its staff and all other relevant parties and is in charge of implementing anti-corruption measures.

4. Practical guideline against corruption and fraud

     4.1 Corruption risk assessment and managing risk

          4.1.1 Risk assessment and definition of risk in various forms
               4.1.1.1  Fraud
               Activities associating with the risks of asset misappropriation are such as forgery for personal benefit, dishonest disbursement etc.
               4.1.1.2  Corruption
               The Company has already assessed the risks and found that risks associating with corruption are as follows:
               (1) Political contributions
               Political contributions refer to contributions whether in financial or other form to support political activity including loan and similar kind of support.
               (2) Charitable donation
               Refers to money paid for religion, education, public good etc. in which corruption risk exists when money is paid for intangible returns. 
               (3) Sponsorship
               Refers to money paid for the purpose of the promotion of the Company’s business, trademark or goodwill. The risk is anticipated in this case as money is paid for service or benefit that cannot be easily evaluated and monitored.
               (4) Souvenir and hospitality expenses and other related expenses
               Refer to expenses arisen in special occasion, traditional event or trade norm. They could lead to the risks of corruption.                  

          4.1.2 Guideline for anti-corruption practices
               4.1.2.1  Fraud
               Practice regarding the disbursement and receipt money should be in compliance with the Company’s regulations
               4.1.2.2  Corruption
               (1) Political Contributions
               The Company adopts the policy of non-political contributions under which no support, directly or indirectly, will be given to any political party or political group.  None of the Company’s staff is allowed to approve any transaction resulting in political contributions.  While the Company’s authorized person is also not allow to do the same. 
               (2) Charitable donation
               The Company’s policy provides that charitable donation shall be done transparently, properly, lawfully and not in contradiction to moral principle or be claimed for bribery.
               (3) Sponsorships
               Sponsorships for projects shall be given for business purpose and for the Company’s image and reputation and under the name of the Company only.
               (4) Expenses for present and hospitality and other related expenses The Company has drawn up the policy and guideline to ensure that expenses for present, hospitality or other costs will not support fraud and corruption as follows:
                    a. Employee shall avoid taking present, souvenir or sponsorship from customer or trading partner of the value more than 2,000 baht. If it is necessary to take or receive such present or sponsorship of the value more than such amount, the Company shall  be informed and such present or sponsorship shall be forwarded   to the Company.
                    b. Present, souvenir, hospitality, reception and other relevant benefit shall be reasonably given subject to circumstances, norm and tradition, with an aim in consistent with anti-corruption policy. The value of the above shall not exceed 5,000 baht at a time and under the name of the Company only. If it is necessary to give the above more than the said amount, it is required to seek for approval by deputy managing director or higher. Expenses for charitable donation, sponsorship, present, hospitality and other relevant ones shall be reviewed and approved subject to the Company’s regulation in order to avoid involving corruption as follows:
                        ➢ Approved by authorized person
                        ➢ Accompanied by valid payment voucher
                        ➢ Verified by the finance that the authorized person is entitled to approve transaction before disbursing the fund.
                        ➢ Reviewed by the accounting as to whether proofs of payment can be recorded.

     4.2 Procedures for the Company’s representative

          The Company manages to include its representatives in the anti-corruption campaign as follows:
          (1) Give priority to its representatives and encourage them to participate in the implementation of anti-corruption measures.
          (2) Require that its representatives and trading partner be informed of the policy and guideline for preventing and being against any possible corruption and fraud e.g. updating theme whenever such policy and guideline has been revised. 

     4.3 Human resources and training

          Procedures for human resources management and training include the following:
          (1) It is required in the recruitment process that the Company shall contact the former employer of the candidate to ask about his/her integrity.
          (2) With respect to training, the Company provides series of training for its directors, executives and staffs while sanction may be imposed if any person fails to comply with anti-corruption measures as follows:
               a. The management updates about anti-corruption project to the Board from time to time.
               b. Orientation for newly recruited staff.
               c. Communication to staff during the meeting by the managing director which includes the training on the code of conduct so as to encourage the staff to realize the significance of integrity and anti-corruption.  
          (3) The result of the implementation of anti-corruption policy is one of the key factors used for performance assessment, rewarding and promotion. The Company shall in no way degrade, impose penalty or do any act adversely affecting such staff refusing corruption although such act may cause the Company to lose its business opportunity. 

     4.4 Whistle blowing and complaint

          The Company has adopted clear policy toward those whistle blowers or coming to the Company with proof that any director, executive or staff or any person acting on behalf of the Company or taking part in any corrupted act as follows:

          4.4.1 Matter to be informed or complained
               (1) Corruption or fraud
               (2) Act not in accordance with the procedures provided under the Company’s rules and regulations or affecting its internal control system making it compromised to corruption, irregularity of financial report or defective internal control system.
               (3) Act resulting in loss of benefit or affecting the Company’s reputation.
               (4) Illegal, immoral act or act violating the Company’s code of conduct.
               (5) Incorrect or intransparent report of financial status.

          4.4.2 Channel for receiving information, complaint or advice about corruption.
               (1) Staff or whistle blower can submit a complaint about corruption through the channel designated by the Company by giving details of such complaint, name and address and telephone number.
               (2) The Company provides safe channel that be confidently accessed by staff or whistle blower when they would like to give information about corruption or advice regarding the implementation of anti-corruption measures as follow:
                    – Email: ethic@namsengins.co.th
                    – Company’s website: www.namsengins.co.th (inquiry/complaint section)
                    – by mail addressing to “Complaint Center” as follows:
                      Complaint Center
                      Nam Seng Insurance Plc.
                      767 Bangkok-Nonthaburi Road, Bang Sue Sub-district, Bang Sue District, Bangkok 10800
                      Complaining letter shall be opened by the Company’s secretary only.
               (3) Information and complaint from different channel will be then processed and classified by the Company’s secretary as follows:
                    a. Complaint about executive, staff or representative will be forwarded to the managing director.
                    b. Complaint about director and managing director will be forwarded to the Audit Committee.  for further investigation by a person in charge or relevant legal action.

          4.4.3 Protection and confidentiality
          The Company shall provide protection for those whistle blowers and informant who have made a     complaint in good faith by covering their respective name, address and other identifiable 

                   information in confident. The complaint must not be disclosed to unauthorized person except by the lawful order given by the court or competent agency.

     4.5 Communication

          The Company shall always communicate anti-corruption measures to its staffs, executives, shareholders, clients, agents, trading partners and all other stakeholders through internal and external media, regular staff meeting, bulletin board, Intranet or website, financial report etc.

     4.6 Internal Control

          (1) The Company has established internal control system to prevent corruption covering finance, accounting and maintenance of books and record. This also includes regulations about money disbursement and receipt etc. The Company shall assess adequacy of this system consisting of environment control, risk assessment, control activities, information & communication and monitoring and reporting activities.
          (2) With respect to internal control, the Company engages independent auditor to perform audit as required by the Office of Insurance Commission.
          The audit committee shall supervise the Company’s internal control activities and review financial report and other procedures relating to anti-corruption.
          (3) Discussion on the result of internal control against corruption shall be involved by following persons:
               –  Internal auditor shall assess internal control activities regularly and report to the audit committee.
               –  The auditor shall discuss with the audit committee about audit results.
               –  Compliance unit shall report anti-corruption activities to the audit committee on quarterly basis.
               –  The audit committee convenes to review and discuss about internal control concerning anti-corruption measures on quarterly basis. 

     4.7 Following up and revision

          (1) The Company requires that this policy shall be monitored and revised regularly by the risk – managing committee by taking into account changing risk and then report adequacy and effectiveness of anti-corruption measures to the Board of Directors on quarterly basis in order  to determine practical approach for avoiding risk of corruption and fraud.
          (2) The internal auditor shall review internal control system and other relevant procedures on regular basis. Compliance unit shall review legal compliance on anti-corruption and report to the audit committee regularly while any significant issue shall be reported urgently.  The audit committee shall report the meeting resolution and recommendation to the Board on quarterly basis.  

     4.8 Policy Violation

          The Company considers compliance with policy on anti-corruption as significant issue to which all directors, executives and staffs shall strictly adhere. Violation or failure to comply with shall be deemed misconduct subject to punishment according to the Company’s rules and regulations and/or other relevant legal provision. 

 

Somboon  Fusriboon

(Mr. Somboon Fusriboon)

Managing Director

26 October 2015

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