ThaiBev established its Code of Business Conduct to pursue integrity, legal compliance, morality, and ethics, including prevention of conflicts of interest. The company has implemented rules on prevention of conflicts between personal and collective interests.

As mentioned in Article 4.1 (2) of Business Ethics of Thai Beverage Group regarding responsibilities to the Company, the Employees shall not engage in any action which may cause a conflict of interest with those of the Company, or perform any action leading to the loss of the reduction of the Company’s expected benefit, or appropriating the benefit away from the Company. In addition, Clause 15 of the employment contract stipulates that, while employed by the company and within one year of leaving, employees must agree not to do the following, except with the written consent of the company.

• 15.1 Hire or be an employee of a juristic person or business that is competitor of the Company and/ or the Group of Companies.
• 15.2 Provide any advice, consultation or assistance, or contract with any entity or business of any person that is a competitor of the Company and/or the Group of Companies, which may cause or damage to the business or affairs of the Company and/or Group of Companies.
• 15.3 Operate the same or similar business as the business of the company and/or the Group.

ThaiBev has a duty to maintain transparency in its operations, to protect the interests of its shareholders by considering present and future market conditions and risk factors, and to treat employees, customers, and business partners ethically. The company is committed to ensuring that its personnel understand, accept, and follow its Code of Business Conduct. This will positively support:

• the company’s ability to uphold its responsibility to society and stakeholders
• employees’ work efficiency
• fairness within the organization
• employees’ dignity and integrity
• the company being socially accepted
• employees’ well-being.

There are three groups for communication channels to report ethical concerns in business.

• Communication channels for employee relations and complaints handling
• Communication channels for customers and consumers – customers and consumers can file any concerns via the Dhospaak call center service
• Communication channels for suppliers and business partners – our suppliers and business partners can submit any feedback or concerns to the Procurement Service Center (PSC)

In 2024, the company found a total of 97 cases of disciplinary violations related to the Code of Business Conduct. There was one case related to harassment.

Corruption is a criminal offense that affects free competition and breaches the company’s Code of Business Conduct. It causes damage to ThaiBev’s reputation, stakeholders’ confidence, and the company’s profits.

In order to ensure policy compliance, it is mandatory for all employees to have training on anti-fraud and anti-corruption, and the legal consequences or employee disciplinary actions that will arise from fraudulent conduct and corruption.

ThaiBev operates the business in accordance with the principles of good corporate governance with fairness and adhere to the Business Ethics of Thai Beverage Group as well as uphold the best interests of stakeholders related to our businesses in Thailand and overseas. ThaiBev’s anti-corruption policy establishes protection measures and serves as a guideline to create a stable and sustainable growth.

Group CEO is required to monitor and set up effective system for supporting anti-corruption actions, and to report to the Chairman of the Board of Directors and the Audit Committee; and to review and present the revised Policy which is updated to be consistent with business changes, regulations, standards, and laws. The company has specified the roles and duties of all parties as follows:

• Group CEO and executives are accountable for promoting, creating common understanding of and supporting relevant persons to comply with the Policy.
• Directors, executives and employees have the duty to maintain the highest standards of business conduct.
• Employees must not neglect evidence or any course of action that is linked to any corruption.
• Employees must cooperate in investigating the facts.

Failure to act in accordance with ThaiBev’s anti-corruption policy is a severe disciplinary offense, violates the company’s employment contract, and is a criminal offense. Violating the anti-corruption policy can cause severe damage to the company’s reputation. If corruption is discovered, an employee has an obligation to report such action to its supervisors. A person committing corruption will be punished according to ThaiBev’s rules and legal proceedings may be initiated against such person accordingly.

The company conducts a transparent and rigorous investigation process as stipulated in the code of conduct, which also stipulates fair and reasonable penalties for employees who fail to comply with the policy. In fiscal year 2024, there were 97 minor cases of employees failing to act in accordance with ThaiBev’s anti-corruption policy. Most of them involved using or exploiting a position that has been assigned by ThaiBev in a wrong way. All the cases resulted in termination penalty. There were no corruption cases committed by business partners.

ThaiBev encourages all employees to report any well-founded suspicious wrongdoings through the Company’s contact channel for receiving complaints. Employees will not be victimized or subject to any detriment if he/she raises legitimate concerns in good faith. The process of filing complaints is as follows:

• If a Director has concerns, the Director should consider report to the Chairman of the Audit Committee.
• If an employee has concerns, the employee should report through the recommended channel in writing with Employee’s name and contact details, and should raise his/her concerns in writing with Employees’ supervisor/department/division/office head.
• Where the matter is more serious, an employee should raise the concerns to the Office of Group CEO via email at whistleblowing@thaibev.com
• ThaiBev will take reasonable steps to protect employees who report their concerns in good faith. Confidentiality will be maintained and suspected wrongdoings within ThaiBev will be taken seriously.
• Once employees have reported his/her concern, the matter will be assessed to determine the proper action to be taken, which might include internal investigation or a referral for external investigation.
• Any complaint made which is later found false, or in bad faith, or with malicious intent, or in a careless manner, or for personal benefit is considered gross misconduct which leads to disciplinary actions as stated in the Employee Handbook of ThaiBev.

ThaiBev Group has in place a Whistleblowing Policy that provides a reporting channel for all ThaiBev’s Directors, Executives, and employees to report any well-founded suspicious wrongdoings or dangers at work. This includes criminal activities and other unlawful conduct, failure to comply with regulatory requirements, financial irregularities, and actions that are dangerous to the health and safety of people or the environment. (AR2024 PDF page 192)

To ensure all personnel are aware of how to utilize these reporting avenues, ThaiBev incorporates training on the use of the whistleblowing reporting channel (Whistleblowing@thaibev.com) within its orientation program, which is mandatory for all new employees. Furthermore, for existing employees, the compulsory Code of Conduct training course also explicitly details the whistleblowing reporting channel, reinforcing its accessibility.

To avoid making proper investigation difficult or even impossible, and may lead to groundless accusations, ThaiBev encourages Employees to raise any genuine concerns openly under the Policy. If Employees would like to raise Employees’ concerns confidentially, ThaiBev will take reasonable steps to keep Employees’ identity anonymous and keep details of reports confidential. (ThaiBev’s Whistleblowing Policy)

Any person who raises genuine concerns in good faith can rest assured that the Company will take the raised concerns seriously and investigate as deemed appropriate, including keeping the identity of the whistleblower confidential and protecting the whistleblower from detriment, retribution, or harassment in doing so. (AR2024 PDF page 192)

ThaiBev will not tolerate (Zero tolerance) harassment or victimization of Employees raising a genuine concern under the Policy and any person involved in either threatening or retaliation against a whistleblower will be subject to disciplinary action(s). If Employees are harassed or victimized in any way, Employees are advised to inform the matter to the person responsible for the investigation of the matter so that appropriate actions may be taken. (ThaiBev’s Whistleblowing Policy)

Where the matter is more serious, however, or Employees feel that Employees’ supervisor/department/division/office head has not addressed Employees’ concerns, or Employees prefer not to raise them with such persons for any reason, Employees should raise the concerns to the Office of President at “Whistleblowing@thaibev.com”. The Group CEO will consider and take further necessary action and also report to Audit Committee and the Chairman of the Board of Directors. Group CEO may nominate different individuals from time to time. Any changes in points of contact will be notified to Employees (Whistleblowing Policy).

The Audit Committee (AC), led by Ms. Potjanee Thanavaranit (the Lead Independent Director, 3rd-Party person), is designated to investigate whistleblowing reports made in good faith. The AC, which is responsible for the oversight and monitoring of whistleblowing, has considered the said Policy and ensures that independent investigations of the raised matters and any appropriate follow-up actions are carried out. (AR2024 PDF page 192)

• Complaints must be within the scope of opinion, conflict or dispute related to process or way of work, entitled benefits or working conditions, behavior, and fairness.
• Requests for promotion, re-location, or employment termination will not be considered.
• Complaints must be related to professional issues, not personal; unless specific personal issue is directly related or involved with work.

• Complaints must be filed within 15 days
• Complaints are to be made for oneself, not anyone else and cannot assign others to do on one’s behalf.
• Complaints filing must be made in written with following components
  1. Causes
  2. Objectives
  3. Name, last name, signature, and position of the complainant
• Complaints can be made directly with department supervisors, or to Human Capital Directors

Upon receiving complaints from employee, supervisor handling the case must communicate and explain results to complainants in verbal or document. Verbal communication must be documented and signed as acknowledgment from complainants.

• Complaints will be justified with fairness.
• Complainants will not be defamed, re-assigned or subjected to any punishment.
• Employee who serves as witness in the investigation will be protected and not be defamed, re-assigned or subjected to any punishment.

ThaiBev requires that all employees comply with its rules and regulations, and the laws of the countries that the company operates in. Any breach of applicable regulations in terms of ethics, organizational standards of excellence, or violations of human rights on the business premises must be stopped immediately and appropriate measures taken. In 2024, some cases were reported (breaches are categorized by the monetary value of the action: major cases involve a monetary value of 300,000 Baht or more; minor cases involve less than 300,000 Baht).

To prevent breaches of the regulations, ThaiBev has implemented the following procedures:

• Conduct orientation for new employees and executives.
• Provide online training courses for employees.
• Communicate business ethics to employees.
• Require all employees to follow Business Ethics of Thai Beverage Group.
• Take decisive action when fraud is discovered as it may involve legal action.
• Conduct regular internal audits by the Internal Audit Office to ensure that ThaiBev follows rules and regulations under the law.

Breach Cases were classified as followed:

ThaiBev Group continuously monitors regulatory and legal changes in Thailand and other countries where we operate our businesses by tracking law changes through being a membership of the Thai Chamber of Commerce, the Board of Trade of Thailand, and the Federation of Thai Industries and receives updates from external legal advisors, as well as seeking legal information, and news from the websites of government agencies such as the Secretariat of the Prime Minister, the Secretariat of the Cabinet, the Secretariat of the House of Representatives, the Thai government Gazette, the Office of the Council of State, and the Revenue Department.

In 2024, several new laws which related to the growth strategies of ThaiBev Group have been issued. ThaiBev Group has adapted to regulatory changes to align with the strategies of ThaiBev Group as follows:

This Ministerial Regulation came into effect on February 23, 2024. It adjusts excise tax rates on wine and sparkling wine made from grapes, fruit wine containing grapes or grape wine, and traditional local fermented liquor. The adjustments are as follows:

• Wine and Sparkling Wine made from grapes: The ad valorem tax rate is adjusted as follows: The rate for products with a suggested retail price not exceeding 1,000 Baht is increased from 0% of the suggested retail price to 5% of the suggested retail price. The rate for products with a suggested retail price exceeding 1,000 Baht is decreased from 10% of the suggested retail price to 5% of the suggested retail price. The specific tax rate is also reduced from 1,500 Baht to 1,000 Baht per liter of pure alcohol.
• Fruit wine containing grapes or grape wine, with an alcohol volume exceeding 7%, or those with an alcohol volume up to 7% but in a container size larger than 0.330 liters: The ad valorem tax rate is reduced from 10% to 0% of the suggested retail price.
• Traditional local fermented liquor, with an alcohol volume up to 7%: The ad valorem tax rate is reduced from 10% to 0% of the suggested retail price.
• Fermented liquor containing distilled spirits, with an alcohol volume exceeding 7%: The specific tax rate is increased from 150 Baht to 255 Baht per liter of pure alcohol.

The Notification of the Ministry of Finance also exempts import duty for all types of wine under the following tariff classifications: class 22.04 (wine made from fresh grapes and grape must) and class 22.05 (vermouth and wine made from fresh grapes flavored or scented with plants or aromatic substances).

Due to the adjustment of excise tax rates and the exemption of import duty, which may motivate some consumers to change their alcohol consumption behavior, ThaiBev Group has planned and formulated appropriate business strategies. These strategies focus on consistently maintaining the quality and standards of our existing products and continuously developing new products to offer more options to consumers, increasing the variety of products and creating brand recognition for our products. This Royal Decree took effect on August 21, 2023, under this Royal Decree, the digital platform service operator that possesses any of the characteristics listed in this Royal Decree required to notify to the Electronic Transactions Development Agency (“ETDA”) prior to the commencement of the business. The operator shall also adhere to the rules for operating digital platform service business and comply with the regulatory oversight as specified in Chapter 2, which the digital platform service operator shall annually notify the update of the required information to the ETDA, within 60 days from the end of its fiscal year and notify the ETDA within 30 days from the date of the change in information, if there is any change in the information related to the digital platform service operator, the name of the digital platform service, the type of digital platform service, and the channels of digital platform service, such as URLs or applications. The digital platform service operator that is in operation on the day prior to the effective date of this Royal Decree shall notify the ETDA of their business within 90 days from the date the Royal Decree takes effect which was November 18, 2023. For small digital platform service business, a simplified notification shall be submitted to the ETDA by August 20, 2024. ThaiBev Group, which has applied the digital and technology to strengthen organization and build competitive advantage, reviewed our operations of digital platform service businesses and notified to the ETDA in accordance with the rules and within such legal time frame. Additionally, ThaiBev Group has implemented measures for governing and monitoring relevant digital platform service operators to ensure that they notify any changes and/or updates to the ETDA within legal time frame.

Furthermore, ThaiBev Group will raise awareness among executives and employees regarding ETDA requirements and timeframe. This Notification took effect on April 8, 2024, it limits the rights to collect personal data related to criminal records that are not conducted under the supervision of competent authorities as per the Personal Data Protection Law allowed. The data controllers are only permitted to collect such data when authorized by law or with the explicit consent of the data subject for limited purposes as follow: consideration of recruitment, or the examination of qualifications, prohibited characteristics, or the assessment of the suitability of individuals for any position, or the examination of qualifications or prohibited characteristics for granting permission, approving, certifying, endorsing, providing opinion, considering, considering for an appeal, filing complaints, proceeding, paying, receiving welfare, or providing other services to individuals only.

ThaiBev Group, values and respects privacy rights to personal data, has instructed business units that collect personal data to review the necessity of retaining such records. Additionally, they are required to implement appropriate measures to ensure compliance with this notification such as amending work application forms and providing security measures of such data according to the legal standard. ThaiBev Group shall retain personal data related to criminal records within the retention period as defined by law and once the retention period has expired or the data is no longer necessary, the personal data shall be appropriately erased, destroyed, or anonymized. Furthermore, measures for monitoring and review these actions shall be in place to mitigate organizational risks and protect the rights and freedom of the data subjects.

ThaiBev conducts business under good governance principles, with an effective management system, transparency, corporate responsibility, and impartiality. The company engages with and supports various sectors for commercial benefit and strengthened competitiveness. ThaiBev also offers suggestions and guidelines for the benefit of the public, the whole business, and consumers, with the intention of coordinating public and private policies to promote the sustainable development of the industry as a whole.

ThaiBev works with the Thai Chamber of Commerce and Board of Trade of Thailand, a national Chamber of Commerce established by a collaborative network of entrepreneurs and business leaders, to serve as the coordinating agency between the government and the private sectors to voice, drive and connect policy agendas of the private sectors with important government policies in order to enhance entrepreneurial potential. In 2024, our Group CEO participated in Young Entrepreneur Chamber of Commerce (YEC) President Training Program as an honorable speaker to share his vision and experiences. ThaiBev actively supports the Extended Producer Responsibility (EPR) program in Thailand and is committed to establishing an efficient closed-loop post-consumption packaging management system. As part of Thailand Institute of Packaging and Recycling Management for a Sustainable Environment (TIPMSE), a non-profit organization founded by industrial clubs under the Federation of Thai Industries, ThaiBev takes an active role in promoting sustainable packaging management. ThaiBev collaborates with stakeholders across the packaging value chain, including academic researchers, private companies, and key packaging suppliers. Beyond providing financial support, ThaiBev, as one of the major drivers of the EPR scheme, is in charge of managing the PACKBACK pilot project in Chonburi province and data collection on glass recycling to support the development of a national packaging database. ThaiBev has also dedicated one of its used packaging collection sites as a hub for TIPMSE’s PackBack pilot program, which advances the EPR scheme. The Federation of Thai Industries (FTI) brings together industrial leaders to formulate, voice, protect, and promote interest of members in the Thailand’s industrial sector to help promote and develop industrial enterprises, to work with the government in setting up national policies, and to offer consulting services to members. Every year, ThaiBev supports the operations of the FTI, including sponsoring various events, supporting membership fees, and giving research grants related to packaging management. ThaiBev advocates that all sectors separate used packaging from waste to help reduce environmental impacts. The company believes that these initiatives will help packaging to become more sustainable, under the concept of packaging as a raw material. ThaiBev is committed to participating in activities with non-profit organizations to help enhance competitiveness at both the corporate and national levels. There are ThaiBev executives on Thailand Management Association (TMA)’s Committees. In addition, ThaiBev continues to support the TMA’s budget for activities such as seminars on technology and innovation. In 2024, ThaiBev supported the TMA 60th Years of Excellence event that offered to connect with global and regional leaders from several prominent organizations, as well as experts from across all sectors for active networking, community engagement, and contributing to the competitive future of ASEAN and Thailand. Recognizing the importance of sustainable development in the private sector, ThaiBev joined the UN Global Compact (UNGC) on 24 July, 2019. The UNGC is the United Nations’ framework for sustainable development cooperation.

It aims to strengthen cooperation amongst companies in all industry sectors, foundations, and non-profit organizations and encourage all parties to be mindful of sustainability in their operations in line with the UNGC’s ten global principles. These ten principles cover four key dimensions, anticorruption, labor standards, human rights, and environmental protection. ThaiBev recognizes that the protection and conservation of natural resources and the environment are key to sustainable development. Therefore, it is committed to operating in accordance with circular economy principles. It is also dedicated to continual development of more efficient and environmentally friendly practices in energy, water, packaging materials, and waste.

ThaiBev foresees that its commitment will further increase as a member of the Global Compact Network Thailand (GCNT) to help achieve UN Sustainable Development Goal 17, which refers to “cooperation for sustainable development”. In the past, the company has supported and participated in important activities for the GCNT such as publishing ThaiBev sustainability articles as models for other businesses. To strengthen Thailand and Vietnam relationships and drive collaboration to overcome business challenges to enhance trade and investment opportunities for mutual prosperity of both countries, ThaiBev actively supports Thailand-Vietnam Business Council (TVBC)’s activities, and attends meetings to exchange ideas on the activities of TVBC in order to promote relationships and expand business networks between Thai and Vietnamese entrepreneurs. In December 2023, ThaiBev supported Viet Nam - Thailand Business Policy & Legislation Forum: Enhancing Trade And Investment Collaboration which was successfully held in Thailand by TVBC, in collaboration with Thai Chamber of Commerce and Board of Trade of Thailand, Thailand-Vietnam Friendship Association and Vietnam Chamber of Commerce and Industry.