Business Ethics:

The Company is committed to conducting its business in accordance with  

the principles of good corporate governance, adhering to the law, moral and ethical principles, transparency and accountability to stakeholders.

Mandatory Practices:

• Respect for laws and human rights principles according to laws and international standards;

• Advocacy for anti-corruption efforts;

• Implementation of moral and ethical principles at all levels of the organization;

• Social and stakeholder responsibility and accountability;

• Disclosure of information and transparency; business management, accounting practices, and preparation of financial reports are properly handled in accordance with applicable laws and international standards;  Financial information is disclosed in an appropriate, complete, timely, and transparent manner.

 

Employee Code of Conduct:

Employees perform their duties responsibly, keeping in mind honesty and  interest of the Company with the aim to achieve efficiency and development toward excellence in accordance with the principles of good corporate governance.

 

Mandatory Practices:

Employee Behavior:

• Employees shall comply with applicable laws, rules and regulations, criteria, goals, and relevant work plans;

• Employees shall not engage in any businesses or participate in businesses of the same nature as those of the Company that are in direct competition against the Company, whether this is carried out for the employee’s or the third party’s interest, unless their supervisor and the internal audit department is properly notified of such planned business activities and an approval is given for the employees to do so.

• Employees shall perform their duties responsibly, keeping in mind honesty and interest of the Company, paying attention and staying committed to implementing all activities aimed at improving quality, efficiency and the organization.

• Employees shall maintain and protect good reputation of the Company by refraining from taking any actions that may adversely affect the Company’s reputation or cause damage to the Company, including maintaining their personal honor and behaving appropriately in accordance with social norms and acceptable practices.

• Employees shall be responsible for stewardship of the Company’s property, ensuring that it is properly used and maintained to achieve optimal benefits for the Company. The Company’s property shall not be used for the purposes other than those of the Company’s business operations. In addition, the employees must also respect the property of other parties and individuals. The term “property” encompasses both physical and non-physical property. Under no circumstances shall the employees infringe on intellectual property, e.g. technology, scientific knowledge, certificate of ownership or title deed, intellectual property, as well as confidential information not accessible by members of the public, e.g. business plan, financial estimates, information on human resources, customers, and products.

 

Treatment of colleagues:

• Respect the rights of other people and refrain from making groundless accusations against others.

• Supervisors shall behave appropriately in such a way that commands respect from employees, who are in turn not expected to behave in such a manner that shows disrespect toward their supervisor.

• All employees shall collectively create and maintain an atmosphere of camaraderie and unity in the workplace.

 

Ethical Standards relating to Procurement:

In order to ensure that all procurement tasks are performed and a good               public image of the Company is preserved, the Company has established and implemented the Ethical Standards relating to Procurement as follows.

 

Mandatory practices:

Acceptance of gifts, gratuities, entertainments, and extension of preferential treatment:

• No acceptance of gifts, gratuities and any other items from customers, business partners, and third parties will not be permitted as stated in the Company’s Anti-Corruption Policy.

• Acceptance of entertainments or free meals may be considered as appropriate and should be avoided if not necessary. If this is necessary, a rotating host of meals or entertainments between the Company’s employees and customers, business partners, and third parties should be considered, or the expenses associated with those meals or entertainments should be shared among them.

• Employees shall not give any preferential treatments to any vendors. Neither shall they establish and maintain special relationship with any vendors in such a way that may be perceived by others as leading to unfair procurement practices.

 

Anti-Corruption Policy: 

The Board of Directors of L.T.U. Apparels Company Limited is acutely aware of the importance of good corporate governance by developing and implementing a documented policy on good corporate governance, including the implementation of “the Ethical Code of Conduct,” that serves as a guidance for employees with respect to the performance of their duties. In addition, there are also reporting channels in place for employees to send their complaints or report potential corporate wrongdoing or malfeasance. To serve as a guidance for proper business operations including prevention of potential risks for fraudulent business transactions and corruption, the Company has developed and implemented the Anti-Corruption Policy to ensure that concrete actions will be taken against corrupt business practices in accordance with the principles of good corporate governance.

 

Policy:

The Company has implemented the policy against all forms of corruption to ensure fair and transparent business practices. In this regard, the Company’s directors, employees, officers, executives, and representatives are prohibited from engaging in, making offers or demanding, accepting or offering benefits derived from corruption-related activities for the benefit of themselves, their family, friends, and acquaintances. The Company is taking the implementation of the Anti-Corruption Policy very seriously. The standard operating procedures for policy implementation are regularly reviewed and updated to ensure they are consistent with the current legislation and rules and regulations.

 

Scope:

The Anti-Corruption Policy shall apply to the directors, employees, officers, executives, representatives acting on behalf of L.T.U. Apparels Company Limited, both domestically and internationally.

 

Definition of Corruption:

Corruption1 refers to an intentional act to seek unlawful benefits for oneself

or others. There are three types of corruption, namely embezzlement, reporting

fraud, and corruption.

___________________________________

1Source: Thailand’s Criminal Code, Section 1(1)

 

Duties and Responsibilities:

In addition to strict compliance with the existing policies, mandatory practices, and relevant measures, the Company’s Board of Directors, sub-committees, and management department are also tasked with the following roles and responsibilities.

• Board of Directors is responsible for the development and approval of the Anti-Corruption Policy and ensuring full compliance with the policy.

• Selection and Business Oversight Committee is responsible for reviewing the policy as appropriate to make it consistent with changes in business practices, rules and regulations, and applicable laws. Approval for revision of the policy must be given by this committee before forwarding to the Company's Board of Directors for final approval.

• Audit Committee is responsible for reviewing financial and accounting reporting systems, internal control system, and risk management system to ensure compliance with anticorruption measures, as well as ensuring effectiveness and efficiency.

• Senior executives led by the Chief Executive Officer (CEO) are responsible for communicating and disseminating these anticorruption policy and measures among employees to ensure successful implementation.

• Internal auditors are responsible for auditing and reviewing the performance of employees to ensure full compliance with the policy, operational guidelines, standard operating procedures, and applicable control system in place to address potential risks and the report must be submitted to the Audit Committee.

 

Reporting Channels and Protection of Whistleblowers:

A safe and secure channel has been made available for all staff members to report any actual or potential wrongdoing or malfeasance via contact@ltuapparels.com. Those making a complaint or whistleblowers will be provided with protection against reprisal by the Company.

 

Guidance for the implementation of anti-corruption measures:

To ensure compliance with the Anti-Corruption Policy, L.T.U. Apparels Co’s directors, employees, officers, executives, or representatives acting on behalf of the Company must follow the following recommendations.

 

Gifts, gratuities, and entertainments

Efforts made to cultivate good business relationships with trading partners (past, current, or prospective trading partners) or potential customers may sometimes have a potential risk of corruption. Efforts made to establish good

business relationships may include offer or acceptance of gifts or gratuities and hosting of entertainments or reception parties. The Company expects those engaging in these activities to follow the following criteria. Gifts and/or gratuities worth less than THB 1,000 may be accepted and acceptance of such items must be reported to the Anti-Corruption Committee. In case where offered gifts and/or gratuities are worth in excess of THB 1,000, the Anti-Corruption Committee must be notified in advance for consideration and consultation with the giver and the

recipient. This is to ensure compliance with applicable laws and social norms, while not adversely affecting the Company’s business operations and decision-making. It should be noted that the acceptance and/or offer of gifts or gratuities and hosting of entertainments or reception parties must also comply with the guidance implemented by the Company.

 

Financial support and donation for charitable causes:

This involves financial donation or support as part of Corporate Social Responsibility (CSR) activities, as well as public relations campaign to enhance positive public image of the Company without expecting business outcomes in

return. It is important that donation and financial support for charitable activities be provided in a transparent and lawful manner. This is to ensure that the donation is not used as a pretext for corruption. Financial support and donation provided for charitable causes must be properly documented, with evidence of review and approval, for future inspection and audit.

 

Business relationships and contacts with the government:

Business transactions with government agencies and business contacts with government officials must be conducted in an appropriate and transparent manner

in full compliance with the rules and regulations and requirements of particular government agencies as well as applicable laws.

 

Implementation Guidelines:

1. The Company’s directors, executives, and employees must comply with the anti-corruption policy and measures, business oversight guidance, rules and regulations, as well as relevant guidelines and policies. In addition, they must refrain from engaging, directly or indirectly, in any corruption or fraudulent practices.

2. Employees should not neglect or ignore any actions that potentially constitute corruption practices. They are encouraged to report any actual or suspected corruption practices to their supervisor or responsible staff, or report them  via designated reporting channels. Additionally, they should also fully cooperate with a fact-finding process and/or the investigation.

3. The Company is responsible for communicating anti-corruption policy and measures including channels for making complaints, reporting corruption practices, or providing suggestions, e.g. orientation session, intranet system, and company notice, in order to create awareness and understanding among its employees to ensure successful implementation.

4. The Company should have in place a dedicated risk management unit to address corruption issues by conducting risk assessments, prioritizing anti-corruption activities, and implementing appropriate anti-corruption measures.

5. The Company should have in place a clearly-defined decision-making process for approval of business transactions which is effective, efficient, transparent, and verifiable.

6. The Company should have in place an internal control system which incorporates finance, accounting, and maintenance of information within the company with respect to anti-corruption measures and this internal control  procedure should be communicated to responsible staff.

7. The Company should have in place a system for adequate maintenance and retention of documents, evidence, and records that can be made readily available for inspection and validation to ensure no company’s documents and records are missing, or cannot be explained, or false records.

8. The Company should regularly conduct a review of its internal business procedure encompassing the Company’s core business activities, e.g. sale, marketing, procurement, shipping, accounting, and other relevant organizations. This is to ensure that the internal control system will be able to meet the stated goals, comply with standard operating procedures and rules and regulations. In addition, the Company should provide recommendations to further improve its operational procedures.

​

Punitive Measures:

1. The Company will take punitive actions against those who have violated this policy. Moreover, any direct supervisors who have turned a blind eye to those offenses, or who are aware of the offenses, which are punishable by applicable laws and subject to disciplinary actions, but have failed to take appropriate actions will also be subject to punitive measures. Ignorance of this policy and/or relevant laws cannot be used as an excuse for non-compliance.

2. Any representatives or agents, business intermediaries, trading partners, customers of the Company who have violated the provisions under this policy, or have had the knowledge of non-compliance with this policy but have failed to report the offenses to the Company’s executives, or have provided inaccurate information or accounts when asked by the Company’s investigation team, may have their employment contract terminated.