Company policy

Corporate Governance Policy

The Board of Directors intends to promote OR as an efficient business organization equipped with corporate governance and management excellence by focusing on fostering attractive benefits to the shareholders while paying due regard for stakeholders as a whole and conducting business with righteousness, transparency, and auditability. To this end, a corporate governance policy has been defined for the Board, management, and the workforce.

The Board, management, and the workforce are committed to applying all six principles of corporate governance to their business: Accountability, Responsibility, Equitable Treatment, Transparency, Vision to Create Long-term Value, and Ethics. A management structure is in place featuring appropriate relationship among the Board, management, and the workforce.
The Board executes its duties with dedication, responsibility, and independence. Clear segregation of duties is in place between the Board Chairman and the President & CEO.
The Board plays a key role in defining the vision, strategies, policies, and key plans with due regard for risk factors. It lays down an appropriate management approach and ensures that OR’s accounting systems, financial reports, and account auditing command credibility.
The Board leads in ethical practices by setting good examples for corporate governance practices and overseeing problem-solving for conflicts of interest and related transactions.
The Board may appoint subcommittees as seen fit to help it prudently screen key matters.
The Board must organize annual self-assessment to frame its own performance scrutiny.
The Board defines an ethical standard and a corporate code of practice for itself, management, the workforce, and all wage earners to adopt as behavioral guidelines in parallel with OR’s articles of association and rules.
The Board must ensure company information disclosure of financial and non-financial matters in an adequate, credible, and timely manner equally for shareholders and stakeholders. It must appoint a corporate communication unit and an investor relations unit to take charge of providing information to investors and the public.
The Board must treat all shareholders equitably by entitling them to information and suitable communication channels with OR.
The Board must institute a recruitment and selection system for personnel to appropriately assume all executive positions with transparency and fairness.
The Board must institute a policy and an efficient process in support of anti-fraud practices to ensure that management recognizes and values such practices while complying with anti-fraud measures.

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Compliance Policy

To ensure smooth, transparent, credible, and trustworthiness of OR’s business conduct in compliance with laws, regulations, requirements, rules, orders, and applicable announcements—all of which underline sustainable development of business and the corporation—OR has defined the following compliance policy:

Commitment to strict compliance with applicable laws and regulations. All executives must lead and execute, support, monitor alignment, and control or prevent non-compliance risks in addition to improving compliance efficiency
Adherence to and support for fair competition and opposition to trade monopoly by complying with laws on trade competition and anti-monopoly along with the laws, rules, regulations, and protocols of the countries where OR operates, as required by Thai and international laws
Support to the prevention and opposition to corrupt practices and bribery. OR considers bribery of state officials, officers of private agencies, or related parties (domestic and international) so as to land any business benefits or privileges in any form to be illegal, thus violating OR’s corporate governance code
Respect for and compliance with human rights principles, valuing human dignity, rights, liberty, and equality of those certified or protected under Thai and international laws
Guarding and preserving OR’s intellectual property rights from violation and unauthorized application. Respect and honoring of others’ intellectual property rights. Advocacy of executives’ and employees’ creative intellectual properties in OR’s interests and those of the national economy
Support for the prevention and suppression of money laundering and opposition to financial support to terrorism by operating carefully with a commitment to avoiding becoming a tool and by taking seriously surveillance and whistleblowing to officers. Also, support for proper exercise of financial measures in compliance with Thai and international laws.
Commitment to OR’s asset management, guarding of confidential information, proper usage of information, and proper use of personal data of customers, business partners, and employees under sound and proper legal management standards
Adherence to the corporate governance policy and code apart from observation of various laws and regulations of the countries where OR operates
Commitment to compliance with various policies in line with the policy scope, directions, and business strategies of OR Group, including the management policy under the PTT Way of Conduct and other key policies.

Corporate Risk Management

Risk management gives an organization a process for detecting, assessing, and dealing with undesirable risks or incidents that could affect its overall business and deprive it of goal achievement. To this end, all employees are educated on risk management guidelines so that they may apply risk management procedures throughout the organization to manage risks to an acceptable level (risk appetite) while lowering their probability and severity.

The Committee of Sponsoring Organizations of the Treadway Commission (COSO)—arising from the cooperation of 5 private entities and thought leaders on development of the scope and guidelines for risk management and internal control—commented further on the objectives of risk management and internal control that 4 aspects of objective achievement are possible for entities that effectively define risk management and internal control processes:

Strategic: Risk management eases strategic goal achievement in line with and supporting the organization’s key mission
Operations: Risk management enables the organization to review the cost effectiveness of resource consumption as well as reviewing business efficiency and effectiveness
Reporting: Effective risk management gives all stakeholders data confidence in various reports, notably financial ones
Compliance (particularly in the design of internal control system to minimize risks): In managing risks with other methods, the organization can leverage various regulations. Risk management therefore promotes more strict compliance with rules among units.

Risk management scope: OR frames risk management in line with COSO ERM 2017 by applying the principles and components to enterprise risk management. Corporate risks are systematically managed by the Enterprise Risk Management Committee (ERMC) under its scope and responsibility. Business unit and functional risks come under the oversight of respective executives. Finally, all units are responsible for managing risks to acceptable levels.

Enterprise risk management is a process where the Board, management, and the workforce jointly define, analyze, and anticipate events or risks and then identify mitigation approaches to keep them manageable to enable corporate goal achievement and in turn help the organization achieve desired objectives under its vision and mission. Practical implementation of risk management processes reasonably guarantees that various undertakings of the organization, business units, and operating units can indeed achieve their goals.

Risk Management Policy: Recognizing the value of risk management—a key component of all business processes—OR has defined an enterprise risk management policy for all across the corporation to achieve corporate objectives, detailed below:

OR defined a scope and a process for risk management in line with international standards and connecting all units (corporate, functional, operating, and affiliates) with a focus on continual development of risk management effectiveness. The policy and scope undergo periodic revision or with each significant change.
Risk management is a key component of all OR business processes. All units must conform to adequate and suitable control activities while managing risks to acceptable levels so as to enable OR to achieve goals, preserve stakeholders’ interests as well as the best interests of OR, and pursue opportunities for value addition.
OR’s focus is on proper allocation of resources and provision of various support while cultivating risk awareness among the workforce and advocating a culture for effective risk management.
All functions, all units, management, and the workforce must comply with the risk management policy, scope, and processes as defined by OR, report the risk management outcomes, and revise or improve its effectiveness.

Business Continuity Management Policy

To ensure all stakeholders’ confidence that OR is prepared for crisis management and business continuity management to effectively meet the needs of and mitigate impacts on its key stakeholders, reputation, image, and key activities, OR has defined its Business Continuity Management (BCM) Policy as follows:

Develop a BCM system according to the BCM standard for connected businesses, consisting of implementation planning, drills, and continuous improvement; foster a corporate culture in parallel with effective internal and external communication
Each unit responsible for BCM must coordinate connection for individual network scopes in the preparation of emergency prevention/management plans, BCM plan, and structure of the emergency and crisis incident command center
Periodically report the outcomes of compliance with BCM and BCM plans to senior management meetings or with each significant change
Executives are responsible for urging and supporting various task execution under the BCM process, including enhancing and developing personnel mastery to ensure effective performance of their duties
OR personnel must recognize the need to engage in BCM operation and support while complying with the BCM policy to enable OR’s goal achievement.

Internal Control Policy

To ensure confidence among all stakeholders that OR’s business will achieve its efficiency and effectiveness objectives, credibility of financial and operation reports, and compliance as an entity equipped with corporate governance, OR has defined the following internal control policy.

Develop an international-standard internal control system and cultivate a corporate culture in parallel with communication to the workforce awareness of the value of internal control
The Board is responsible for overseeing development of an overall internal control system and ensuring internal control monitoring and assessment
Executives are responsible for defining and instituting an effective internal control system and for initiating and nurturing an ambience favorable for such control. They must also set good examples for integrity, morality, and ethics in addition to regular monitoring of outcomes.
Executives are responsible for assessing operating risks, defining adequate and suitable control activities, implementing and improving internal controls, and monitoring the performance outcomes of units under their responsibility.
Internal Audit independently reviews or assesses internal control outcomes to ensure that audited units command efficient and effective internal control practices together with acceptable risk management processes.
All employees are responsible for complying with the internal control system and reporting work problems to their superiors for prompt remedy and mitigation of potential impacts.

Complaints and Whistleblowing against Fraud, and Non-Compliance with Laws and Organizational Regulations

PTT Oil and Retail Business Public Company Limited (OR) places great importance on the process of handling complaints, whistleblowing for fraud, and addressing non-compliance with laws and organizational regulations related to duties. Therefore, OR has established clear, transparent, and fair guidelines and procedures for filing complaints, in line with good corporate governance principles and OR’s business philosophy. This is enacted through the Regulation of PTT Oil and Retail Business Public Company Limited on Complaints and Whistleblowing against Fraud and Non-Compliance with Laws or Organizational Regulations.

Scope of Complaints and Whistleblowing against Fraud and Non-Compliance with Laws or Organizational Regulations

OR considers complaints and whistleblowing against fraud and non-compliance with laws or organizational regulations within the following scope:

Actions that may indicate fraud: This refers to any act committed in order to procure, for himself/herself or another person, any advantage benefit to which he/she is not entitled by law, which includes asset misappropriation, embezzlement, financial statement fraud, and corruption.
Actions that violate or fail to comply with laws and government regulations, or the principles of good corporate governance, business ethics, and various policies and regulations of OR.

OR does not accept complaints and whistleblowing against fraud and non-compliance with laws or organizational regulations in the following matters:

Matters that the Investigation and Inquiry Committee according to OR’s personnel management regulations has accepted for consideration or reached a final decision on, of which there is no further important evidence.
Matters in which witnesses or the circumstances of fraud or non-compliance with laws or organizational regulations are not sufficiently clearly specified for further fact-finding investigation.

Individuals who can submit complaints and whistleblowing against fraud and non-compliance with laws or organizational regulations

Personnel, relevant officers, or external individuals who witness or become aware of information, including those affected by OR’s business operations or by the actions of OR’s directors, executives, and employees who violate or improperly perform their duties, deviate from procedures, or abuse their authority to seek undue benefit for themselves or others (e.g., asset misappropriation, embezzlement, financial statement fraud, procurement irregularities, bribery, cybercrime, and corruption, etc.), may submit complaints through the following channels:

Website: www.pttor.com
Email: pttorvoice@pttor.com
A letter addressed to:
- Vice President of Internal Audit Department, or
- Vice President of Corporate Governance Department, or
- Senior Executive Vice President of Organization Effectiveness, or
- Chief Executive Officer, or
- Chairman of the Corporate Governance and Sustainability Committee, or
- Chairman of the Audit Committee, or
- Chairman of the Board of Directors

PTT Oil and Retail Business Public Company Limited
555/2 Energy Complex Building B, 12th Floor, Vibhavadi Rangsit Road, Chatuchak, Bangkok 10900

Complaint Management Process

OR has established a complaint management process with clearly defined responsibilities and timelines to ensure efficient handling of all complaints. Additionally, OR communicates and educates its employees on the proper use of complaint channels, ensuring they are aware of available avenues and understand the complaint management process.

Confidentiality

OR treats all information related to complaints as strictly confidential and does not disclose it to unrelated parties. Anyone involved in handing the case must maintain confidentiality, considering the safety and potential impact to the whistleblower, sources of information, or related parties, except if the disclosure is necessary for the procedure, such as in fact-finding, disciplinary investigation, prosecution, being witness, providing statements, or any cooperation with the court or a government agency as required by the law.

Compliance with Personal Data Protection Laws

When receiving complaints and whistleblowing against fraud and non-compliance with laws or organizational regulations, if the whistleblower discloses the identity and provides personal data, the recipient of the complaint must comply with personal data protection laws as follows:

Inform the whistleblower of the Privacy Notice.
Collect, use, or disclose (collectively referred to as “process”) personal data only for the specific purposes stated in the Privacy Notice, unless such processing falls under exceptions stipulated by law.
Delete or destroy personal data, or render the data unidentifiable, when it is no longer necessary or upon the expiration of the retention period specified in OR’s complaint handling process.
Ensure the security of personal data according to the data security measures stipulated by the company and by law, to prevent incidents such as personal data breaches.

When submitting a complaints and whistleblowing against fraud and non-compliance with laws or organizational regulations, polite language must be used. Whistleblowers may choose to remain anonymous. However, if a whistleblower chooses not to disclose their identity, the complaint should provide sufficiently clear details, evidence, or circumstantial information to indicate that the alleged fraudulent act or non-compliance with laws and organizational regulations has merit and that there is reasonable cause to believe it occurred. Alternatively, the complaint must clearly identify all individual witnesses to allow for further fact-finding.

Nevertheless, disclosing the whistleblower ‘s identity will enhance the credibility of the complaint and facilitate communication for providing additional information beneficial to the investigation, as well as enabling OR to inform the whistleblower of the investigation results. OR will keep the whistleblower ‘s information confidential. Complaints should include at least the following details:

The Whistleblower’s first and last name, address, and phone number (if the Whistleblower wishes to disclose their identity);
First and last name of Person who is the Subject of the Complaint;
Facts or details of the circumstances relevant to the Fraud;
Details of any witnesses who are aware of the event, evidence, or other information related to the Complaint, with any evidence (if any) attached.

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Anti-Corruption Policy

Download details of the Anti-Corruption Policy here.

OR Group Way of Conduct (OR Group WOC)

Download document details of the OR Group Way of Conduct (WOC).

OR Group Way of Conduct (WOC)

Quality, Security, Safety, Occupational Health and Environment (QSHE) Policy

PTT Oil and Retail Business Public Company Limited is committed to conducting business sustainably and creating opportunities for inclusive growth mutually for the society, community, and environment, following the Company’s vision, mission, and goals. OR focuses and places importance on internal and external stakeholders through quality, security, safety, health, and environment (QSHE) operations, including setting up objectives, goals, and prioritization and integration of action plans for QSHE to increase efficiency and address risks regarding Quality, Environment and OHS (Occupational Health and Safety). All departments in the organization are responsible for complying with the policy and shall drive themselves toward the following goals.

1. Organization Culture

1.1 Managements at all levels shall function as role models in promoting and creating a QSHE culture, generating benefits for society, communities, and the environment, including good corporate governance conduct under the sustainability framework.

1.2 Managements at all levels must support and encourage employees to acknowledge the QSHE management system by focusing on operations based on risk management, increasing opportunities for improvement, and reducing the negative impact on QSHE.

2. Management System

2.1 Integrate the QSHE management system for OR’s production operations and business facilities to grow sustainably. Review the system at regular intervals or in case of significant changes in the organizational or business context, including the importance of consultation with and participation of employees or employees’ representatives in applying QSHE management system to the organization.

2.2 Prioritize risk management as a critical element of every process in business operation by taking control and managing risks to be at a reasonable and acceptable level.

3. Laws and Standards

3.1 Comply with and follow up on changes in relevant Quality, Environment and OHS (Occupational Health and Safety) laws nationally and locally where OR’s establishment is located, including the Company’s requirements and standards considered as the preliminary norm.

3.2 Apply relevant international standards and covenants as deemed appropriate.

3.3 Ensure compliance with the relevant international laws, standards, and covenants for OR’s operations to be recognized and acknowledged internationally.

4. Quality

4.1 Control the quality of design, business procedures, production, and delivery of products and services to meet the standards. Ensure continuous improvement at the group and individual levels to be consistent with the vision, mission, goals, operation direction, and corporate strategy. Promote creative thinking, knowledge sharing, and experience transfer through systematic knowledge management, resulting in increased productivity, innovation, and new business, leading to sustainable growth.

4.2 Deliver quality products and services that meet customers’ requirements and comply with the law, preventing product and service quality defects that may affect customers, corporate’s reputation, and image.

5. Security, Safety and Occupational Health

5.1 Protect life, property, information, and reputation of OR. Be aware of security threats and their risk level and determine appropriate control and prevention measures following the Universal Declaration of Human Rights.

5.2 Control and prevent losses from incidents, emergencies, and crises, that may occur to employees, contractors, and stakeholders based on risk assessment.

5.3 Prevent and reduce the impact on operators’ health, manage work environment to enhance and promote a suitable and safe working environment, including the control and prevention of work-related illnesses in the workplace.

6. Environment

6.1 Control, prevent, and reduce negative environmental impacts resulting from business operations throughout the value chain. Maintain biodiversity and ecosystems, focus on pollution prevention at the source, ensure the efficient and sustainable use of resources in accordance with Circular Economy principles, integrate systematic waste management, and improve energy efficiency, and mitigate and adapt to climate change, aiming for net zero emission.

6.2 Develop, provide, produce, and deliver products and services with the utmost concern for safety and environmental friendliness throughout the life cycle by ensuring that customers can access and understand the use of products and services correctly and appropriately.

This Policy applies to the company’s entire operations (included distribution and logistics), employees as well as contractors, outsource, suppliers, dealers, franchisees, business partners, licensees or individuals under the company’s supervision. Managements at all levels must act as role models, provide and determine the adequate resource and role and responsibilities for operation, including following up, analyzing, and evaluating through management reviews. The Managements are also responsible for ensuring operating results align with the organization’s goal by encouraging continuous improvement. All employees and contractors must be informed and trained to comply with this Policy during the pre-acquisition, due diligence, merger, and acquisition phases—including planning, design, execution, and completion of operations.

Quality, Security, Safety, Occupational Health and Environment Statement

OR is committed to continually improve the performance of QSHE management system. This statement is driven by the highest level of the QSHE Policy. Our QSHE Statement is dedicated to the following principles:

1. Ensure compliance with the relevant Quality, Security, OHS and Environmental laws, regulations, international standards, covenants, voluntary programs and/or collective agreements on.

2. Set objectives, quantitative targets and key performance indicators of Quality, Security, OHS and Environment to increase productivity, reduce negative environmental impacts, reduce loss from incidents and improve OHS performance metrics.

3. Set integrated standards or procedures to strengthen OHS and Environment performance (OHS&E), including OHS risk and hazard assessment, internal inspection/audit, investigation of work-related injuries, illness, diseases and incidents and criteria in procurement process as part of the contractual requirements or TOR.

4. Evaluate, control and monitor progress of action plans and risk mitigations to prevent issues or risks against QSHE targets.

5. Create QSHE Performance report, using the data for analysis to improve business processes and operations continuously.

6. Provide Quality, Security, OHS & Environment training to the employees, internal and external stakeholders or other relevant parties to raise awareness, understand the impacts of their work activities on the environment, reduce occupational health & safety incidents and promote continuous improvement.

7. Promote the development of business partners’ management systems by providing consultation, controlling, monitoring, and evaluating the operation to be performed efficiently according to the standards and requirements, considering sustainable value chain management.