TNDT

  Sustainability Code of Conduct

Sustainability

Code of Business Conduct

Corporate Ethics Compliance

The Board of Directors has established a policy on the Code of business Conducts to promote and expect directors, 
executives and employees of all levels to acknowledge and adhere to comply with. The Company also has a system to monitor the practice on a regular basis. It is the duty of executives at all levels to be a good role model as well as to promote and raise awareness of employees under their command to acknowledge, understand and strictly adhere to the business ethics with honesty, fairness and responsibility to the stakeholders, shareholders and all parties involved. The code of conduct includes the determination of disciplinary penalties in order to prevent actions that may lead to corruption, leading to a good image of the organization, stakeholders of all groups continue to gain confidence in business operation and sustainable business development.

Corporate Ethics

The Board determines the guidelines on operations as follows :

  • Commit to develop/change the organization to keep pace with the era, or external factors which may change for further stability and sustainability.
  • Operate the business with transparency, integrity and morality, as well as being audited both financial and non-financial.
  • Take responsibility to all stakeholders, society and environment.
  • Adhere to operate the business in compliance with international standards, safety standards, as well as the related rules and regulations.
  • All Directors and employees should adhere to the Company's policies, accounting process and other control measures. In case of any doubt of a violation of corporate ethics which may incur misconduct or damage to the reputation of the Company, the employees should report to the management team immediately.
  • In the case of the Audit Committee found significant suspicious observations, the Committee should report to the Board of Directors immediately to investigate and corrective action, including seeking the ways to prevent recurrence.

Business Ethics Guide


In The Board of Directors Meeting No.1/2024, held on February 23, 2024, the Board has approved the Company’s Code of Business Conduct and ethics (Revised Edition) which has been reviewed in 2019 and used continuously till the present, and allowed the Directors and Executives to disseminate the details to all employees via the Company internal information system, the internet for the public. These were to promote the guidelines for good practices which the Company aimed that the Directors and all employees would acknowledge and uphold as the core principle. The practices were regularly monitored as well. These were done so as to be the responsibility of all levels of Executives to oversee their subordinates to be aware, understand and encourage in compliance with the Company’s Code of Business Conduct. The Company has also held training and educating the Code of Business Conduct to the new employees regularly and verified to review the understanding of behaviour, including compliance with the framework.

Code of Business Conduct

The Board of Directors has determined the guidelines / policies that should be implemented in the business operations of the Company and the performance of Directors, Executives, Employees, and related Stakeholders, in order to recognize and adhere to the guidelines of the Code of Business Conduct which covers the following matters :

Topic 1

Topic 2

Topic 3

Topic 4

Topic 5

Topic 6

Topic 7

Topic 8

Topic 9

Topic 10

Topic 11

Topic 12

Topic 13

1. Equitably and Fair Operating Practices to all Stakeholders

Policy

The Board of Directors realized the significance of governance and set guidelines for business operations including monitoring the management and all personnel in the organization to comply with the ethics, code of business conduct, and good corporate governance, by adhering to operate on the basis of responsibility to the community, society, and environment. These were consistent with the objectives, goals, and strategies of the organization, as well as awareness of all groups of stakeholders in accordance with the rights, laws, or mutual agreements. For the awareness and practices of directors, executives, employees, and all stakeholders, 
the Company has the policy to be a guideline to practice, which would be in line with the needs of various stakeholder groups. The proceeding would be as follows:

1.1 Practice to Shareholders
The Company commits to operating the business with regard to sustainable growth, good operation results and taking consistent and stable profits, including providing equitable compensation as on the dividend policy, disclose the operations, financial and non-financial information accurately, transparently and accountability. They are for all the shareholders to get the best interests with fairness and equitably. 

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2. Conflict of Interest

Policy

The Company operates the business with transparency, accountability, taking into account the best interests of all stakeholders under the legality and ethics, as well as avoiding actions that may cause conflicts of interest and may affect any decision. The Company has guidelines for directors, executives, employees, and those involved to uphold and practice. 

Guidelines

  • Avoid any action which may cause the conflict of interests of the Company, or being competed with the Company, or working other than the Company's work, or trading of the Company's securities.
  • Adhere to do the right manners and legally, not acting improperly or refraining from performing duties in order for the benefits of themselves or others related which shall be considered to exploit or intend to damage other individuals. 
  • Refrain from seeking personal benefits by insider’s information obtained from their positions, 
    duties and responsibilities, which shall be considered to exploit other shareholders. Therefore, the disclosure of interest information or the company’s securities holding or changes during the first month before Financial statements disclosure to the public, both their own and those connected shall be done. (Shall not buy-sell one month in advance before public disclosure of financial statements) 
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3. Trading of Company Securities and Insider’s Information Prevention

Policy

Insider’s information or news regarding changes in securities prices that have not yet been disclosed to the public are considered internal information in business operations and confidential information of the Company. These shall affect the price of the Company's securities trading on the SET. Therefore, the Directors, Executives, and related employees must retain inside information confidentially and must not seek benefits of the internal information for themselves or those involved illegally. 

Guidelines

  • Training and review the knowledge, regarding trading terms, the company's securities holdings, including reporting as specified by the Securities and Exchange Act, for the Directors, Executives, Department Manager positions or higher or equivalent in accounting or finance. 
  • Training the employees to adhere to prevent, maintain the confidentiality of information and news relating to  the business operations’ activities, and prohibiting the seeking of benefits  for oneself or related parties, in any information of the company which has not been disclosed to the public or take any action that may cause conflicts of interest to the organization. 
  • In the case that outsiders are engaged in specific work relating to information that has not been disclosed to the public and in the process of negotiation, these internal data are confidential which may affect the price of the Company's securities. Those third parties must enter into Confidential Agreement / Non-Disclosure Agreement with the Company until the information has been disclosed to the SET and the SEC.
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4. Information Technology System  Intellectual Properties

Policy 

The Company realizes the importance of the usage of information technology systems with effectiveness and correctness, without violating copyright or intellectual properties in any way, as well as being in accordance with the policy and regulations on the usage as per the rights granted. In this regard, the information system will also be overseen and protected from abuse or unauthorized use. Moreover, the policy has been distributed through various channels such as email, the company's website, in which all employees must sign a memorandum of agreement on computer offenses, and non-infringement of intellectual properties.

Guidelines

  • The Company has a policy and measures to oversee/control the usage of information technology and insider’s information in the availability regularly. 
  • Information technology systems and various information in the system are used beneficially for the Company's operations. Employees shall avoid using the system that may violate the right of other users in which are not related to their work or may affect the performance of the system
  • The Company has training the new employees on orientation and publicized the policies through other Company’s media such as the Company websites and emails. Moreover, all employees must sign an agreement on no computer-crimes and no violation of intellectual properties.
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5. Gifts, Gratuities, Entertainments, Donations and Other Benefits

Policy

The Company operates the business on the basis of standards, transparency, and accountability. Therefore, the policy, not accepting or giving gifts, gratuities, entertainment or other benefits, has been set to prevent corruption and avoid any action that may affect the operations. 

Guidelines

  • Executives and Employees shall not claim any benefits from the Company's contractors, business partners, suppliers, or other business-related parties, regardless of any circumstances.
  • The Company allows executives and employees to accept valuable gifts on behalf of the Company on occasion of no impact on any business decisions. There shall be to maintain relationships or entertainment between the organizations. 
  • Supervisors and subordinate employees shall not give gifts, services, or entertainment to each other, except in the case of traditional culture which has been given to each other, the price or value shall not be so much. However, such giving, and acceptance shall not result in unfair decisions.
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6. Safety, Health and Environment in Workplace.

Policy

The Company emphasizes servicing on the basis of occupational health, safety, and the environment in compliance with the rules/regulations, both the public and private sectors, in all activities related to business operations. Additionally, the appropriate tools/equipment and technology shall be supplied to prevent/reduce the environmental impact that may occur in operations. 

Guidelines

  • The Occupational Health, Safety and Environment Committee (HSEC) shall be responsible for occupational health, safety, and the environment of employees at all levels to comply with the Company's policies and the safety regulations as being specified by the main contractors or the owner of the projects.
  • The HSEC provides the dissemination of policy and guidelines of health, safety, and environment in workplaces, on the announcement board, posting via Line / Facebook and disclosed on the Company website: www.tndt.co.th. This is for the Executives and all Employees to acknowledge, understand and practice.
  • Executives and Employees shall perform their duties with regard to the code of business conduct and have a work safety prevention system for employees and the related public for health and safety.
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7. Responsibility to the Company's Assets Protection for the Company’s best interest.

Policy

The Company assets Is a significant factor supporting the business operations and increasing work efficiency of the organization. Therefore, it is the responsibility of all employees to use the Company assets worthily, carefully and being to the best interests, as well as treating the interests without any actions that may oppose the Company's interests.

Guidelines

  • Employees shall not act or create sparkles in a flammable material or fuel objects store place of the Company, or while performing duties. Exception, the performance shall be done in the provided workplaces.
  • Employees shall not operate the Company’s equipment or assets in the wrong objectives and aside from working for the Company.
  • Employees shall be responsible to take care of the Company’s assets, not to be lost or damaged and use assets efficiently, for the best interests of the Company. In addition, the employees shall assist to maintain the assets, even though it is not their direct duties.
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8. Internal Audit & Control System and Financial Report

Policy

The Company provides internal control and audit systems. to monitor consistantly the efficiency and effectiveness of various operational systems within the organization, including evaluating for the improvement. Additionally, the financial and accounting reporting is provided accurately, completely, accountably and conform to the legal requirements in order for the confidence among stakeholders.

Guidelines

  • The Management of the Company is responsible for the preparation of financial reports that are accurate, complete and timely. The quarterly and annual financial statements shall be prepared correctly, completely, and in accordance with Thai financial reporting standards and sufficient legal requirements. The audit process shall be done by the auditor who shall be fully qualified and certified by the SEC.
  • The efficient control system and internal audit shall be provided to ensure that the Company has complied with various standards and related laws, under the audit of the internal auditor and reviewal of the audit committee.
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9. Confidentiality of the Company

Policy

Insider’s information, significant news, or information acknowledgment from the stakeholders related to the operations of the Company and its employees, for examples : customers, business partners, vendors / service providers, etc., are considered as insider’s information in the business operations and the secret of the Company. The Company realizes these significant information for preservation, prohibiting anyone to seek for any personal benefits., and disseminating the employees' awareness in these issues.
  
Guidelines

  • Employees shall retain the confidentiality of the Company's customers and other employees, or the Company's related persons.
  • Employees shall retain the confidentiality and reputation of the Company.
  • Employees shall not disclose personal confidentiality of one's own or others to other employees or other persons, whether intentionally or not.  

 

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10. Anti-Corruption

Policy

The Board of Directors realizes and emphasizes to operate the business with honesty, integrity and takes responsibility to the community and to all groups of stakeholders, and strictly complies on the good corporate governance policies, ethics, code of business conduct, and work regulations of the Company, including the rules and regulations of government and private sectors as related to the business operations. The Board also monitors the Company to set up the policy and guidelines of Anti-Corruption, including the procedure of training to promote and cultivate the employees’ knowledge on this matter. In addition, the Company cultivates the bribery prohibition for the company’s business interests and the awareness of performing duties with integrity, while the performances shall be monitored regularly to prevent the risk of corruption occurrence.
 

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11. Political Activity

Policy
The Company adheres to democracy regime and encourages its employees to exercise their rights in accordance with the constitutional law, which the Company will not be political advocate and strictly political neutral, no policy to provide financial support, resources or any other property, whether directly or indirectly, to politicians, political parties or any other political groups

Guidelines

  • Executives and Employees shall exercise their rights as good citizens in accordance with the constitution law and other related laws.
  • Employees shall adhere to the democratic regime. They have the political rights but shall not be a committee in a political party or be an agent for various public activities which may mislead that the Company is paying attention to or being involved in the political party.
  • Executives and Employees have the rights to participate in political activities in their own name, aside from working hours and not in the name of the Company. In addition, they shall not be allowed to use the Company's resources to support the political activities of political parties, political group or any politician, whether directly or indirectly. The political parties shall not be allowed to use the Company's resources and projects in organizing political activities as well.
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12. Whistleblowing Complaints Suggestions and Prevention Measures

Policy
The Company respects all employees and stakeholders to participate in the matters which benefit to the business development of the Company. Therefore, the Company establishes the channels of their whistleblowing, complaints in case of rights violation, comments on un-complying with the code of conduct or suggestion on suspicion of corruption 

Guidelines

For the Complaints, etc., the complainant/whistleblower must clearly identify the name and address of the contact and deliver to the following channels 
- Independent Committee :  independent@tndt.co.th
- Company Secretary Officer :  secretary@tndt.co.th
- Postal : Independent Committee / Company Secretary Office
- Thai Nondestructive Testing Public Company Limited.
  19 Soi Suason 8, Ramkhamhaeng Rd., Huamark, Bangkapi, Bangkok 10240
- Tel. : +662-735-0801 (Auto 10 lines)
- Fax : +662-735-1941

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13. Monitoring the Compliances and Punishment

Policy

The Board emphasizes to compliance with the Code of business conduct. for the efficiency and effectiveness of the Management and Employees’ operations, with regard to the community, society and environment. Therefore, all personnel have a duty to strictly practice, the Company shall monitor practicing and disciplinary actions.

Guidelines

  • The Code of Business Conduct shall be the duties and responsibilities of Directors, Executives, and all Employees to study, understand, comply with, and encourage those involved to strictly abide by.
  • If any suspect in the practices, the employees shall request the guidance from supervisors or higher, or executives in each department.
  • Directors, Executives and Employees who violate or do not comply with the code of business conduct, or allowing the subordinates to violate, or non-compliance with the code of conduct, which will be considered disciplinary action punishment or may include termination of employment, or compensation for damages and punishments under civil or criminal law as the Company deems appropriate.
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