Corporate Code of Conduct

Corporate Code of Conduct

Definition

"Codes of conduct" means a set of proper practices for business operations.

"Bank" means CIMB Thai Bank Public Company Limited.

"Director and executive" means director and executive in function line of the Bank.

"Supervisor" means supervisor pursuant to the Bank's working regulations.

"Employee" means employee pursuant to the Bank's working regulations.

"Trade partner" means supplier of goods and service to the Bank.

"Customer" means user of the Bank's services.

"Stakeholder" means person involved such as shareholder, employee, customer, trade partner, creditor, competitor, public sector, and other entities in the society.

Codes of Conduct

Codes of conduct are an integral part of good corporate governance. The Bank has put in place 11 principles of the codes of conduct for its directors and employees of all levels to strictly adhere to in carrying out business operations as follows:

1. Customers
   The Bank is determined to protect the interests of, pay attention to and take responsibility for, as well as bring maximum satisfaction to the customers, by offering quality and efficient services and products.
2. Shareholders
   The Bank is determined to operate its business efficiently, effectively and transparently, with appropriate and consistent growth and stability of returns to the shareholders, and to put best efforts in maintaining its assets, reputation and good image.
3. Employees
   The Bank considers all staff a valuable resource and is thus determined to promote and develop their knowledge and capabilities for their career progress and stability and proper remuneration commensurate with their capabilities and performance.
4. Trade partners/creditors
   The Bank adheres to operating its business with integrity on the basis of contractual compliances and under business conditions which are fair and equitable to the creditors.
5. Integrity, fairness and morality
   The Bank is determined to operate its business with integrity under code of best practice and with due adherence to equitable provision of services. It will not support or compromise on any violation of the laws, rules and regulations, as well as code of best practice.
6. Corporate social responsibility
   Corporate social responsibility (CSR) is part of the Bank's policy of giving back to the society by strictly complying with the relevant laws and regulations, and assisting and supporting activities that benefit the community and the society as a whole.
7. Responsibility for competitors
   The Bank has a policy to promote competition under fair and transparent rules and circumstances, with no access to competitors' confidential information in an unethical manner and no ill intention to the reputation of competitors through false or unfair statements or acts.
8. Customers' confidentiality
   The Bank is determined to build customers' trust by keeping customers' confidential information, thereby no such information shall be disclosed unless upon customers' written permission or in case of disclosure as required by law.
9. Knowledge and capabilities in business operations
   The Bank will operate its business to be on a par with the professionals in the same field by performing its duties effectively according to academic principles with combination between new knowledge and technologies. At the same time, it shall promote the use of specialists within the field to serve customers in order to achieve its business operational aim and to provide the utmost benefits to its customers.
10. Strict adherence to and compliance with rules and regulations
    The Bank is determined to operate its business with sincerity and in conformity to the laws and regulatory rules, criteria and standards, code of conduct and best practice for employees, to ensure optimum benefits to customers and service users.
11. Cooperation with regulators
    The Bank has put in place a policy to fully cooperate with relevant regulators by reporting news and information on an accurate, complete, timely and regular basis to ensure its business operations in line with the principles of good corporate governance. 

Codes of Conduct toward Stakeholders

The Bank has well been aware of the importance of the rights of all its stakeholders, be it the Board of Directors, executives, employees, shareholders, customers, trade partners, creditors and the public sector. Therefore, the guidelines for the code of conduct toward stakeholders have been established as follows:

1. Responsibility for shareholders

• Perform duties with integrity and transparency and make decisions on a fair and equitable basis to all shareholders for the optimum benefits to all shareholders.
• Administer and manage the Bank for its stable and sustainable growth and generation of good returns to the shareholders in the long run.
• Regularly and completely report the shareholders of factual information on the Bank's business status and prospects.
• Seek no personal interests or those of related persons using any of the Bank's information not yet disclosed to the public, or undertake any activity in a way which may cause conflict of interest with the Bank.

2. Responsibility for customers

• Aim at creating benefits to and satisfaction of customers by offering good quality products and services that can respond to customer needs timely and punctually.
• Strictly comply with contracts, agreements or conditions committed to customers. In case of inability to comply, the Bank shall inform the customers thereof in advance in order to jointly work out solutions to prevent any possible damage.
• Provide accurate, adequate and updated information on products and services to customers to support their decision-making, carrying no exaggerated statements that may mislead customers about the quality and conditions pertaining to the products and services.
• Give importance to keeping customers' information confidential, and not use it to seek personal interests or those of related persons.
• Make available channels and procedures for handling customer complaints on products and services and promptly respond to their demand.
• Not demand or receive from, or not give to customers, any benefits in bad faith.

3.     Responsibility for trade partners

• Treat trade partners equitably and fairly on the basis of fair benefits to both parties.
• Strictly comply with contracts or conditions committed to trade partners. In case of inability to comply, the Bank shall inform the trade partners thereof in advance in order to jointly work out solutions.
• Not demand or receive from, or not give to trade partners, any benefits commercially in bad faith.
• Put in place transparent and auditable process for selecting trade partners including operate in accordance with the Bank's procurement procedures on vendor selection and evaluation.

4.     Responsibility for creditors

• Strictly comply with contracts or conditions committed to creditors. In case of inability to comply, the Bank shall inform the creditors thereof in advance in order to jointly work out solutions.
• Provide complete and accurate reports on financial status under the circumstances.
• Not demand or receive from, or not give to creditors, any benefits in bad faith in the course of contacting the creditors.

5.     Responsibility for competitors

• Conduct and perform under the rules of fair competition.
• Not seek confidential information of competitors in an unethical and inappropriate manner.
• Not attempt to damage competitors' reputation through false statements or groundless accusation.

6.     Responsibility for employees

• Strictly comply with the law, rules and regulations relating to employees.
• Treat every employee equally, without discrimination on race, sex, skin color, religion, origins, age, physical disability or personal characteristics irrelevant to performance of duties.
• Appointment, transfer, rewarding and punishment, as well as fringe benefits for employees shall be based on their knowledge, capabilities, suitability, and conduct or performance of duties.
• Encourage each and every employee to fully demonstrate their capabilities and participate in setting directions and solving problems, and pay attention to opinions and suggestions from employees of all levels on an equitable and fair basis and without discrimination.
• Keep track of and give importance to development and provision of knowledge and skill sets to employees to ensure their career progress and stability.
• Take care of and maintain working environment to ensure safety for life and property of employees.

7.     Responsibility for society and environment

• Cooperate and comply with the laws and regulations regarding environment and take effective measures to ensure security and protect the environment.
• Foster and promote employees' awareness of and responsibility for the environment and the society on a comprehensive and consistent basis.
• Give importance to community and social activities, aim for the development of society, community, environment, religion and preservation of natural resources, and support children education and activities for public benefits in underprivileged communities. 

Codes of Conduct of Directors and Executives

The Bank expects its directors and executives to reflect its objectives in business operations with transparency and integrity. With honesty, cautiousness and prudence, they shall perform their duties according to the highest standard of ethics for the benefits of shareholders and other stakeholders. The codes of conduct for its directors and executives are, hence, established as guidelines as follows:

1. Perform duties according to the laws, rules and regulations regarding business operations.
2. Conduct the Bank's business with integrity, fairness, transparency and morality.
3. Perform duties with full capabilities for the optimum benefits of the Bank.
4. Have independence in decision making and conduct any acts based on righteousness.
5. Avoid conflict of interests of oneself with those of the Bank during the discharge of duties to ensure effective, efficient and transparent business administration and management, and

• Seek no interests from being directors and executives or use information obtained in relation to their positions for their own financial gains or for others' financial gains.
• Not use the Bank's confidential information in an undue manner.
• Hold no directorship of companies that are the Bank's competitors.
• Receive no gifts or other incentives or benefits that are against the Bank's interests for personal or family members' benefits.
• Have no beneficial interests, directly or indirectly, in companies operating business relating to the Bank or in competition with the Bank.
• Keep the Bank's and stakeholders' confidential information from leaking to irrelevant parties which may cause damage to the Bank or stakeholders. 

Codes of Conduct of Employees

Banking business involves financial instruments and services which must be conducted based on creditability and reliability from the official authorities and the general public. Thus, employee code should be established as guidelines as follows:

Treatment of oneself

1. Perform duties with responsibility, integrity and righteousness, as well as business ethics.
2. Acquire knowledge studiously and regularly to enhance work skills for more work efficiency.
3. Use knowledge for performance of professional tasks to the full capabilities and not seek interests wrongfully.
4. Adhere to integrity, abstain from all vices, and not behave in a way which may damage one's own reputation.
5. Avoid any acts which may affect the Bank's reputation and image, or which may cause any problems to the organization later on.
6. Not exert one's own authority or allow other persons to exert such authority, directly or indirectly, for personal or others' interests.

Treatment of customers

1. Treat customers with good manners and courtesy when greeting and offering advice as well as providing convenience promptly and accurately.
2. Explain or clarify to customers the Bank's rationale for rejection if customers request services or treatment which breach the Bank's standard operating procedures or notifications or any laws even though the requested services may result in the Bank's interests.
3. Not perform any acts either intentionally or negligently which pose damage to the Bank's property, reputation and creditability, or any possible harm to customers.
4. Keep customers' information strictly confidential, and not disclose customers' information to outsiders unless obtaining a written consent from customers or conforming to relevant laws.

Treatment of supervisors, subordinates and colleagues

1. Promote unity, teamwork, coordination and work support in a due manner to facilitate the Bank's operations, and treat colleagues with politeness and kindness, as well as have good relationship with and respect for each other.
2. Have a positive attitude toward supervisors, subordinates and colleagues, and not vilify or criticize other persons untruthfully and unfairly, or not perform any acts which bring about disharmony.
3. Pay due regard to and respect for supervisors and persons in a higher position, and not override the work process or the command line.
4. Not perform any offensive or threatening acts either physically or verbally which cause sexual annoyance to employees or subordinates.
5. Receive opinions or suggestions on duty works of subordinates and other persons, and take such opinions and suggestions into consideration to benefit the Bank's operations.
6. Not behave in a way which leads to derogation or damage to the group or the Bank.
7. Maintain unity among employees, and not argue, fight, insult, curse, defy, threaten, instigate, vilify, show aggressive or impolite manners to, or physically hurt employees or other persons, as well as not disclose or disseminate information or data which cause damage to the Bank or others.

Treatment of organization

1. Support the Bank's policy and follow work regulations, standard of operating procedures, orders, requirements, and resolutions of Board and committees, or circulars of the Bank, in a strict manner.
2. Not get involved in or conceal any illegal acts.
3. Perform and complete the Bank's operations efficiently by giving priority to the interests of and concern over damage to the Bank.
4. Maintain the highest interest of the Bank, follow up and report performance to supervisors in a timely manner in any circumstances which may cause damage to individuals, property, reputation, or interest of the Bank.
5. Have a positive attitude, not vilify the Bank untruthfully and unfairly, maintain reputation and dignity of the Bank, and be beware of expressing opinions to outsiders on any matters which may affect the Bank's reputation and operations.
6. Not conduct any business or make any investment which is a competition or results in a conflict of interest with the Bank, not be either a permanent or temporary employee in other organization whose business is the same as or similar to the Bank or in the company which is a competitor or has a conflict of interest with the Bank.
7. Give cooperation in taking care of and using the Bank's property for optimum benefits without any waste, as well as preventing early depreciation or loss.

Treatment of society and environment

1. Assist and support social activities which are continuously held by the Bank as short-term and long-term projects in support of both public and private sectors in relation to education, religion, art and culture, environment, and sports.
2. Perform duties with a good conscience of environment and society and take impact to health, sanitation, safety and environment of the Bank into consideration.

Insider trading

1. Not use internal information which can materially affect the Bank's securities prices not yet disclosed to the public for the interests of one's own or others in an undue manner.
2. For acquisition or disposal of securities of the Bank, comply with Standard of Operating Procedures Re: Supervision of the use of internal information of the Bank for trading.

Use of organization's property

1. Avoid the use of property and equipment of the Bank as well as working hours for one's own interests, the use of positions, duties, and relationship with the Bank for one's own interest, political interest, or support of any political parties.
2. Intentionally destroy or damage the Bank's property.
3. Not seek interests from the Bank's property either by use of the Bank's equipment for one's own business, or sale, lending, pledge, mortgage or disposal and transfer of property without authorization.
4. In purchase, maintenance, and disposal and transfer of property, comply with standard of operating procedures and practices established by the Bank.

Conflict of interests

1. Uphold the Bank's interests under legal justice and ethics without giving support or privileges to any persons which can help them receive interests either directly or indirectly.
2. Not perform any acts which have a conflict of interest with the Bank either via contact with any persons related to the Bank's business such as trade partners and competitors, or by taking opportunity or information obtained while being an employee to seek interests, and not conduct any business in competition with the Bank or other tasks apart from those of the Bank which can affect the Bank's operations.
3. Disclose their personal status or any transactions which may result in a conflict of interest or can be comprehended as a conflict of interest.

Confidentiality of the Bank

1. Keep the Bank's confidential information and ensure that there is no leakage of confidential documents or information of the Bank as well as no disclosure of information or documents to irrelevant persons unless receiving permission from the Bank.
2. Not use documents or information of customers for one's own or others' interests.
3. Not disclose the Bank's confidential data or information.
4. Not disclose wage, salary, bonus, or salary increase rate of oneself or others to persons whose duties are unrelated thereto.
5. In case where employees are requested to disclose confidential information of customers, the Bank, oneself or other persons, report the matter to a supervisor at the level of the branch manager or the supervisor in the supervision line, and seek a written approval prior to such disclosure.

Request or receipt of incentives

1. Request or receive no gifts or benefits from customers including any products or services at discounts which are not in general course of business.
2. Take no borrowing from customers or stakeholders.
3. Have no stakes in customers' businesses either directly or indirectly.
4. Receive no compensation, cash, or relaxation offer or special offer (including shares) from customers, business partners or other persons.
5. If employees are invited by customers or business partners of the Bank to purchase real property prior to/upon public offering, seek a written approval prior to such sale or purchase.

Performing other tasks or external activities/performing as guest speakers/instructors, and writing articles for dissemination to public

    1.     Carrying out any task other than the Bank's business, including being director of any other company, advisor, or handling a task in any outside company, be discouraged. For employee who intends to do so, seek a prior written approval from the Bank.

2.     To own a business or get involved in business in return for benefits from such business, seek a written acknowledgement and approval from the Bank before getting involved in such business.

3.     To work in any business other than the Bank's business or get involved in any business activity with an external organization, seek a prior approval from the Bank.

4.     To participate in any activity with an external organization, file a request for approval in advance, and if needed for such participation, follow the guidelines below:

o    Such assuming of position and participating in an activity shall not conflict with the Bank's interests.

o    Such assuming of position and participating in an activity shall not affect working hours of the employee.

o    No impact is posed on the Bank's image and reputation.

o    Organizations or institutions in which employees participate are not business competitors of the Bank either directly or indirectly.

5.     Participation or getting involved in an activity or taking a position in a professional organization, charitable foundations, community centers, churches, or associations, be allowed so far as such actions do not conflict with the Bank's interests and a written notice is made to the Bank.

6.     Participation in activities in a professional organization group, a local organization group or play a role in political activities, either directly or indirectly, be subject to notifying such organization to ensure its clear acknowledgement that the participation of the employee is on personal accord, not on behalf of the Bank.

7.     Employee who is authorized signatory of the Bank and intends to participate in activities with other organizations or institutions not permitted to take actions either as approver of accounting transactions or as approver of all types of credits to such organization or institution.

8.     Exercise discretion in accepting invitation from external institutions to be a lecturer or write an article for dissemination to general public.

9.     To be a lecturer or write an article for dissemination to the public, use no information that is of confidentiality of the Bank unless obtaining approval from the Bank.

10.   Clearly indicate in the article written that it is the employee's personal opinion, not of the Bank', and submit a request for approval accompanied by document outlining contents to be presented as a lecturer or to be written for public distribution, and await result of the approval from the Bank.

Acceptance of gifts and receptions

1. The Bank has no policy to encourage employees to accept any gifts from customers and business partners with the Bank which include product/ service vendors, the Bank's contract parties, or other persons except for festive occasions and gift value of not exceeding THB 3,000. In case of gift value in excess thereof, employees shall inform customers that it is a breach of the Bank's Articles of Association and return the gift to the customers. If it cannot be returned, employees shall pass the gift to their respective supervisors in the respective units for further action.
2. Employees shall avoid any receptions or exchange of gifts the value of which or the frequency of occurrence is higher than appropriate except in case of the reception for business purpose or that for maintaining business relationship as usual.
3. Employees who join parties, sporting activities, banquets, festive parties, product launch parties, opening ceremonies, and etc., which are held by a business partner and attended by people from various organizations, and each of them also receives a gift or a souvenir from such parties, no notice to the Bank is required.
4. Employees shall not receive any gifts from their subordinates or offer any gifts to their supervisors. 

Compliance Monitoring

1. It is deemed as duties and responsibilities of all directors, executives and employees to acknowledge, understand, and comply with guidelines as specified in the codes of conduct in a strict manner. If any violation or breach of the codes of conduct is found, the Bank will consider and take remedial procedures as deemed appropriate. If such actions violate work rules and regulations, the Bank will consider penal procedures taking into account the grounds of such actions and on a case by case basis.
2. Executives at all levels are obliged to supervise, monitor and take responsibility for ensuring that their subordinates acknowledge, understand and comply with the Bank's codes of conduct in a strict manner.
3. In case of any questions on the compliance with the codes of conduct, enquiries may be made with supervisors or consultation sought from Office of the President or Employee Relations Team, Human Resources Management Division, who are in charge of clarifying on the compliance with the codes of conduct.
4. Good Corporate Governance Working Committee shall be responsible for formulating the codes of conduct and having it reviewed at least every two years before submitting it to the Board of Directors for approval. 

Suggestion or Complaint Filing

1. If you experience any acts suspicious of violating or non-complying with the codes of conduct, please consult with your supervisor under line of command or Office of the President or Employee Relations Team, Human Resources Management Division.
2. To file any complaint on the Bank's transactions and service provision, please directly contact:

• Office of the President or the work unit directly responsible for such matter.
• Complaint receipt channel: CIMB THAI Care Center

Tel: 0 2626 7777, press ‘0’ (daily during 7.00-19.00 hrs.)

Fax: 0 2626 7770

Email: cimbthai.carecenter@cimbthai.com