The Bank will conduct a new ttb Code of Conduct guideline for Board of Directors, executives and employees as well as its subsidiaries in financial business group. The Bank encourages the subsidiaries under its financial business group to implement this ttb Code of Conduct as suited to the situation of each company.

Definition

Subsidiaries in financial business group

Companies in which the Bank holds more than 50% of shares and is authorized by the Bank of Thailand to be companies in the Bank's financial business group, namely AMC Phaholyothin Co., Ltd., TMBThanachart Broker Co., Ltd., and TTB Consumer Co., Ltd.

Staff

Staff/employees of the Bank and subsidiaries in financial business group.

1. Code of Business Conduct

The Bank and its subsidiaries in the financial business group shall ensure that staff comply with the code of conduct as follows:

Bank employees shall perform their duties under following principles:
1.1 perform their duties with integrity, bona fides, and adhere to morality and ethical code of conduct;

1.2 perform their duties in compliance with applicable laws, regulations, internal rules of each company strictly;

1.3 be responsible for their own duties and prevent/avoid any act or interaction with activity that may result in a conflict between personal and public interests;

1.4 perform their duties as a professional who hold the expertise, competence, proficiency and carefulness; and

1.5 preserve/protect the interest of the Bank, customers and all stakeholders, e.g., keep confidential information, omit from the Bank’s inside information including abuse their incumbency/duty to illegally exploit any benefit for themselves or others.
The Bank and its subsidiaries in financial business group should arrange Anti-Money Laundering / Counter-Terrorism and Proliferation of Weapon of Mass Destruction Financing (AML/CTPF) Policy in accordance with regulations imposed by Anti Money Laundering Office (AMLO) as well as other regulatory agencies, e.g. Know Your Customer / Customer Due Diligence (KYC/CDD) Procedure and should take source of income and income estimation, if any, into account, on a regular basis review, as a part of its risk management, etc. This also includes the arrangement of monitoring and tracking of customer’s transaction movement, customer information review according to their risk level and reporting each type of transaction to AMLO as required by law.

2. Role of Directors and Executives

Directors and executives of the Bank shall have their duties and responsibilities under the moral and ethical framework to promote good governance at all levels in the organization as follows:

The Directors and the executives shall have their duties and act with a fiduciary duty, duty of loyalty so as to establish trustworthiness for the organization, be a good role model to build the organizational culture, communicate with and impart the policy to all staff with a due regard to all stakeholders’ interest.
The Directors and the executives play a vital role being responsible for a sustainable conduct of business by implementing the Sustainable Banking principle with a concern of environment, social and governance, e.g. applying the Responsible Banking principle to the business operation including being subject to relevant laws and regulations. This is to allow a financial institution to run its business fairly, transparently, and responsibly for stakeholders under the Good Governance principle.
The Directors and the executives are an intermediary between shareholders and the management as to set a direction and drive policies including providing the Good Corporate Governance which promotes good organizational culture and value, to cultivate the ethical practice compliance along with the compliance with laws and regulations establishing the Compliance Culture.
The Directors shall ensure that there is a policy and good risk oversight framework as well as an effective risk management system to underline its business operation, oversee the Risk Oversight Committee to act independently. The executives of the Bank shall consider maintaining risks at the acceptable risk appetite level and as prescribed by the Bank.
Set up a forum for opinion and experience exchange session between the Directors and the executives of the Bank. This aims to bring about the new knowledge and experience beneficial to the organization’s operation (Executives Sharing Experience Session).

3. Service Standards

The Bank and its subsidiaries in financial business group shall build trust with customers and stakeholders by establishing service standards as follows:

Provide a training or communication to staff in charge of customer service and product selling on a regular basis.
Execute the Standard Operating Procedure (SOP) for staff to be aware of role and obligation to sell products fair and proper to customers’ need. This can be in form of the Standard Operating Procedure, for example, Do & Don’t.
Provide the standard code of conduct to be complied with by the Bank and its subsidiaries in financial business group by mean of Master Sale Process for the Bank’s product selling, e.g. providing sales script, and sales sheet.
Implement the check & balance of 3 Lines of Defense function as follows:
4.1 First Line of Defense
- conduct a random call to survey and test the Bank’s and/or its subsidiaries in financial business group’s staff comprehension for those who responsible for Bank-product selling, e.g. a random call or any named otherwise, on a regular and continuous basis;
- conduct a customer satisfaction call survey of the Bank and its subsidiaries in financial business group, e.g. call survey or any named otherwise, on a regular and continuous basis;
- in a case of opt-out customers, the Bank and/or its subsidiaries in financial business group shall arrange the management approach for the vulnerable group of customers (Do not call list)
4.2 Second Line of Defense
Conduct the mystery shopping to examine the compliance of regulations imposed by the regulatory authorities, such as Bank of Thailand, Office of Insurance Commission, Securities and Exchange Commission as well as provide the selection criteria to choose the sample group or business unit to so undertake such as sale volume, previous wrongdoing statistics, internal audit detections, complaints, feedbacks, etc.

4.3 Third Line of Defense
Not only undertake the audit pursuant to the audit program but also allow independent and free audits beyond such program, if necessary.

4. Employees and Workplace Environment

The Bank and its subsidiaries in financial business group should maintain facilities to accommodate every staff member performance as follows:

Provide safe workplace environment, proper facilities and adequate equipment ready for rendering service to customers.
Provide the fair, respectable, and attentive remuneration to all employees under No Discrimination principle regardless of nationality, gender, religion, age, etc.
Encourage and support upskill and reskill trainings to all relevant employees, e.g. in-class learning, e-learning, seminar, on-the-job training, etc. including giving the opportunity to do a self-development on a regular and continuous basis.
Provide a career path suitable to respective employee’s potential.
Keep employee information confidential with no exploitation.
In case of investigation, for the fairness, the Bank should take care of employees to cooperate with both internal and external regulatory authorities.
Prevent any kind of harassment in form of either verbal or gesture disrespect to others’ human dignity in a workplace.
Provide whistle blowing channel with respect to fraud, corruption, or other wrongdoings under the service-level agreement (SLA) and the appropriate whistleblower protection measure.

5. Commitment to Customers

The Bank and its subsidiaries in financial business group should place importance on customers and accountable customer treatment as follows:

The Bank and its subsidiaries in financial business group members should implement 4 principles of the Bank of Thailand, i.e. “no deceive, no solicitation, no coercion and no taking advantage.”
In case of a new product launch, there should be sub-committee or product committee to scrutinize and select products and services suitable for customer need and target group including the compliance with applicable laws and regulations.
Provide a disclosure of a clear, accurate and up-to-date product information, e.g. interest rate, service fee and charge rate, term & conditions of products and services, benefits, precautions, etc. so as to enable the customer to compare and make a decision suitable for their need and risk appetite without advertising or reward hypes.
Marketing communication and PR advertisement should contain the accurate and comprehensive information pursuant to market conduct criteria and good ethics.
Provide measures for the vulnerable group of customer segment, e.g. the elderly, disabled or visually and hearing impaired, etc.
Provide a clear and proper after-sale service, e.g. notice of fee change, customer satisfaction call survey, etc.
Keep customer information confidential unless the customer consent is obtained by the Bank and/or its subsidiaries in financial business group. In this regard, it shall be only to the extent of the customer consent or the compliance with applicable laws and regulations.
Provide accessible contact channels, e.g. branch, call center, website, etc.
Provide the channel and complaint center with a fairness and non-discrimination.

6. Conflict of Interest

The Bank and its subsidiaries in financial business group shall provide measure to manage conflicts of interest as follows:

Giving or accepting gift
The Bank and its subsidiaries in financial business group execute ‘No Gift Policy’ to ensure business transparency and good corporate governance as follows:

1.1 Accepting gift guideline
The Bank and its subsidiaries in financial business group shall refrain from accepting all forms of gift derived from performing a duty in order to prevent either any unfair convincing act or persuasion to the business operation or any conflict of interest. However, for the good business relationship, the acceptance of gift is permissible if it is deemed proper and in line with its internal policy.

1.2 Giving gift guideline

(1) The Bank and its subsidiaries in financial business group shall provide the appropriate gift procurement with determination of appropriate value. Such gift shall not have an impact on decision making nor discrimination persuasion and shall not violate the applicable law. By this mean, it should take any conflict of interest factors into account; and
(2) The Bank and its subsidiaries in financial business group shall have the proper, rigorous, and practical approval process. It should also attain the effective check & balance and internal control system to assure that it is free of any conflict of interest.
Insider information
2.1 Separate relevant business units and staff who may become aware of the inside information from other business units (Chinese Wall);

2.2 Prepare the insider list and restricted persons who can access such information on a necessary basis (Need to Know Basis);

2.3 Relevant staff shall declare any personal stake or conflict of interest (Self-Declaration) prior to the commencement. They are also required to sign off to certify that there will be no disclosure nor abuse of information for personal and partisan incumbency advantages;

2.4 Provide the policy/internal regulations regarding securities trading to regulate relevant staffs who can access the inside information, Securities Watch List, Securities Restricted List, and Securities Holding Report;

2.5 Implement the internal control system and reporting system in case of information leak; and

2.6 Provide communication and training on the knowledge of confidential information treatment and management.
Procurement with suppliers
3.1 Require procurement staff to undertake the self-declaration that they are free of conflict of interest or have a relating advantage with suppliers;

3.2 Require the due diligence of suppliers prior to the engagement, e.g. experience, notoriety, internal control, anti-corruption measure, etc.;

3.3 Require in the Agreement or Term of Reference (TOR) that the party shall perform the service without any form of corruption against the Bank and third party;

3.4 Provide a training and communication regarding anti-corruption to staff; and

3.5 Provide the whistle blowing channel with the appropriate whistleblower protection measure.

7. Information Management

The Bank and its subsidiaries in the financial business group shall put in place appropriate information management as follows:

Data Governance: The Bank and its subsidiaries in financial business group shall secure the system, approach, and step to keep such data in a proper manner and in line with the laws on Personal Data Protection which can be categorized into 2 following basis:
(1.1) Bank’s data: The Bank and its subsidiaries in financial business group shall provide a data protection scheme as well as category of data confidentiality level, data detention, data destruction for each confidentiality level, etc.

(1.2) Customer’s data: The Bank and its subsidiaries in financial business group shall keep data confidential by way of no disclosure of customer’s data beyond the consent and shall use such customer’s data only to the extent of their consent.
In the employment agreement, there shall be a clause of confidential information that such employee shall strictly keep confidential received during the course of employment for all of confidential information of the Bank and its subsidiaries in financial business group and shall not disclose throughout the term of service and even after the termination of employment.
Provide a training and communication regarding the laws on Personal Data Protection.
Provide the due diligence of suppliers and impose on the suppliers’ obligation to keep the Bank’s information confidential in the hiring agreement.
In case of any public communication, statement, release of any information regarding the Bank and its subsidiaries in financial business group, and customers, it shall undertake in a proper manner. If it is a press conference/release, it shall be conducted by the authorized person to act on behalf of the Bank only.

8. Overall Compliance

The Bank and its subsidiaries in the financial business group are committed to operate businesses in compliance with related laws and regulations, its policies and regulations, and good corporate governance principles to strengthen the Compliance Culture as follows:

Organize meetings and joint tasks of 3 Lines of Defense, such as coordinate, collaborate, etc., in order to maximize efficiency in supervision and reduce duplication in operations.
Provide standardized support for random review under the supervision of Compliance and Internal Audit (Oversight Function)
Provide staff with knowledge and understanding about laws and regulations in order to create a Compliance Culture in the consciousness of all staff.
Provide tools to strengthen awareness and refresh the rules for staff to have sufficient knowledge and understanding to be able to apply for works.
Provide various channels for whistleblowing or reporting doubts about honesty or practices that are not in accordance with the law, relevant rules, with procedures in accordance with the Service Level Agreements (SLA) specified by each company. There must be a proper protection scheme to protect those who report information, whistleblowing. If any wrongdoing is found, proper disciplinary action must be taken against staff who do not comply with laws and relevant regulations without discrimination.

9. Commercial Competition and Settlement of Conflict

The Bank and its subsidiaries in the financial business group shall place importance on effective and sustainable business operations as follows:

Carry out the business operation and competition freely and fairly in accordance with the laws on competition, e.g. the abuse of dominant position, cartels, etc. or any other improper business etiquettes, e.g. defamation of competitors, infringement of intellectual property, etc.
No grant, offer nor promise to give including no demand or accept of money, asset, or other improper advantages from the government agency or entity and government official so as to incentivize for a business or business competitive advantage seeking or a business facilitation or taking any undue advantage pursuant to the code of conduct.
In case of the bidding, offering or entering into the agreement with the government agency or entity, the Bank and its subsidiaries in the financial business group shall not interfere with or exploit any personal connection to undergo any improper act according to the code of conduct which is deemed as the evasion or forbiddance of fair competition or any other improper measure.
Provide the proper and effective internal control measure.
Provide the proper dispute resolution measure.