Guidelines for Board’s Oversight Role in Anti-Corruption

Corruption is crucial problem worldwide. The severity of corruption has substantial impact on sustainable development and at the same time undermine economic and social growths in all dimensions. To tackle corruption in Thailand, several initiatives have been established. The formation of such initiatives reflected the significance of corruption among the country’s top challenges. All elements in the private sector should take parts in the battle against corruption. Therefore, the Board should recognize the significance in joining the collective action by putting in place policy and guideline against all forms of corruption. Doing so will raise the company’s credibility and transparency as well as upgrade business standard of the Thai private sector.

This guideline has been developed to reflect the significance of this matter and we hope the content in this document will provide useful guidance for the company in reassessing its business processes to ensure they are transparent, and in alignment with corporate governance principles. The guideline divides into two sections including 1. Key Principles and 2. Guidelines.

Key Principles of this guideline are as follows:

1. The Board should recognize and comprehend with corruption context as well as its potential impact on the company, business sector, and overall society in order to gear the company toward earnest and concrete solutions against the problem.

2. The Board should express strong commitment to zero tolerance against corruption by acting as role model and promote anti-corruption awareness personnel at all levels.

3. The Board has a role to oversee anti-corruption measures by setting procedural framework and assigning management with appropriate roles and responsibilities. It must also ensure adequate resources have been allocated to the management to perform the tasks assigned.

4. The Board should comprehend with the company’s key corruption risks, requiring the management to identify and assess corruption risks and then report to the Board annually.

5. The Board has a role in approving anti-corruption policy and constantly review the policy to ensure it matches the company’s corruption risks, business environment and relevant rules and regulations.

6. The Board should assign the management to prepare anti-corruption procedure or guideline clear enough for personnel in all departments to comply properly.

7. The Board should ensure there are adequate and proper internal controls for anti-corruption purposes such as

     7.1 Written Code of Conduct for all levels of personnel to adhere to.

     7.2 Ensure that human resource procedures such as recruitment, orientation and training, performance evaluation, remuneration determination, and promotion are in alignment with anti-corruption measures. The organization structure should appropriately divide roles and responsibilities to enable effective check and balance mechanism.

     7.3 Constantly communicate anti-corruption policy with both internal and external stakeholders.

     7.4 Prepare accounting and financial system with sufficient record keeping for verification and set clear, rigid, transparent, and accountable authorization of business transactions.

     7.5 Have Third Party Due Diligence process.

     7.6 Set rigid and specific operating process and controls, particularly in transactions with high corruption risks.

     7.7 Establish internal and external audit process covering key activities by independent agency.

     7.8 Arrange safe whistleblowing channels for personnel and other stakeholders while setting appropriate investigation procedures and measures to protect whistleblowers.

     7.9 Set disciplinary penalties for violators of anti-corruption measures that cover both employees and external parties such as agents, intermediaries, and suppliers etc.

8. The Board should collaborate with the Audit Committee in monitoring the implementation result of anti-corruption measures to ensure that controls are appropriate and implemented. The Board should also provide useful suggestions to make relevant guidelines more effective.

9. The Board should promote the company to be “Change Agent” by engaging in activities to share knowledge, experience, and guideline with other industry peers and relevant parties to establish strong coalition against corruption.
 

For full "Guidelines for Board’s Oversight Role in Anti-Corruption" please download below