Roles of Stakeholders
The Board of Directors believes in conducting business with integrity and transparency as well as having roles and responsibilities toward society by giving importance to the rights of all stakeholders of the Company, either internal stakeholders such as directors, employees and executives of the Company, or external stakeholders such as shareholders, customers, trade partners, competitors, the society and the environment, public sector and relevant agencies appropriately for both rights required by laws or those jointly agreed upon. The Board of Directors has set guidelines for directors, executives and employees in the GRAMMY Group’s business ethics to be transparent and fair to various stakeholders, details of which are as follows:
Ethics on Treatment of Shareholders
The Board of Directors has a policy and guidelines on equitable and fair treatment of shareholders as follows:
- Performing duties and conducting business with integrity, transparency and accountability to shareholders on a regular basis and disclose accurate, complete and standard information to shareholders within the legal framework, business ethics and good corporate governance principles.
- Managing business of the Company for stable progress by using knowledge, competence and experience to the full extent and make any decisions with integrity, honesty, care and justice for the highest benefits of the shareholders.
- Supervising operations to ensure that the Company has appropriate financial status and management to protect and increase interests of shareholders.
- Managing assets of the Company not to deteriorate, lose, or waste.
- Not seeking benefits for oneself and related persons by disclosing internal information of the Company which is confidential and/or not yet disclosed to the public or outsiders which may cause damage to the Company.
- Respecting the rights of shareholders by reporting status and operating results of the Company as well as information to all shareholders equally, regularly, timely, accurately, completely and factually by having sufficient supporting documents and in accordance with the requirements of the SET and the SEC.
- Not performing any acts in a manner which may cause conflicts of interest to the Company without notifying the Company.
Ethics on Treatment of Customers and Consumers
The Board of Directors is committed to creating and producing all forms of media and entertainment to bring satisfaction to customers continuously. Policy and Guidelines for treatment towards customers and consumers are as follows:
- Catering to the needs of customers with good quality of products and services at reasonable prices and with qualified employees and state-of-the-art innovation and technology
- Studying, assessing and improving impact of products and/or services which may occur to consumers consistently and monitor and supervise products and services to have quality and meet standards, requirements, consumer protection laws or other relevant laws.
- Providing information which is accurate, sufficient and beneficial to product and/or service consumers for decision-making by not intending to cover information or giving false information to mislead product and/or service consumers about the quality, quantity, or conditions of the product or service.
- Respecting the rights of the product and/or service consumers and protect their personal information by not disclosing their personal information without their prior consent or using such information to seek benefits except for information which must be disclosed to the public as required by laws.
- Arranging for a procedure to which customers can file issues of problems of using products or inappropriate provision of services via electronic mail or call center so that the Company can prevent/resolve problems for the customers quickly and appropriately and use such information to improve or develop other products or services.
- Contracts between the Company and customers and consumers of the Company must be written clearly and easy to understand and comprising information and agreements which are accurate and sufficient and do not contain any conditions which are not fair or breach the rights of customers and consumers. Also, contracts and conditions mutually agreed upon shall be complied with in a strict manner and in case of failure to comply with any condition, customers shall be notified immediately to help seek resolution on a rationality basis.
- Supporting activities which promote and maintain good relationship between customers and the Company.
Ethics on Treatment of Competitors
The Board of Directors conducts business within a framework of free and fair competition. Policy and Guidelines for treatment toward competitors are as follows:
- Treating competitors according to the rule and manner of good and fair competition.
- Not seeking confidential information of competitors with fraudulent, dishonest, or inappropriate method or in breach of laws.
- Not intentionally destroying reputation of competitors with groundless slander.
- Not performing any acts which breach intellectual property and copyright of competitors.
Ethics on Treatment of Trade Partners
The Board of Director treats customers equally and based on mutual benefits. Policy and Guidelines for treatment toward trading partners are as follows:
- Treating trade partners equally, fairly and based on fair returns acceptable to both parties.
- Complying with agreements or conditions mutually agreed upon strictly and in case of non-compliance with any conditions, notify customers immediately to jointly seek solutions on a rationality basis.
- Not asking for or accepting assets or other benefits which are dishonest to trading with trade partners.
- In case there are grounds to believe that there is request or acceptance of assets or other benefits which are undue, information shall be disclosed to trade partners to jointly seek solutions in no time.
- Having a policy or measures of checking and screening trade partners of the Company such as producers and contractors and support undertaking of businesses with trade partners who conduct business fairly without violating human rights and realizing the importance of social responsibility. The company executes a purchasing policy and appoint a purchasing committee in order to select trade partners under transparency and accountability.
- Not giving cooperation to or supporting any persons or organizations which conduct illegal business or are a threat to the society and national security.
- Being committed to maintaining sustainable relationship with trade partners and contract counterparts on the basis of mutual trust.
Ethics on Treatment of Creditors
The Board of Directors is committed to conducting business to create creditability for creditors. Policy and Guidelines for treatment toward creditors are as follows:
- Strictly complying with agreements, obligations, covenants and responsibility in the collaterals. In case of non-compliance or default, notifying creditors immediately to jointly explore proper solutions on a rationality basis.
- Maintaining an appropriate capital structure in order to support the business operation and creditor confidence.
- Providing creditors transparent information, and allowing them chances for company visits and having meetings with the Company's management.
- Not giving cooperation to or supporting any persons or organizations which conduct illegal business or are a threat to the society and national security.
- Being committed to maintaining sustainable relationship with creditors on the basis of mutual Trust.
Ethics on Treatment of Employees
The Board of Directors realizes that employees are the most valuable resource of the Company and is a key to success of achieving the Company's goal. Therefore, the Company takes care of and treats employees fairly in terms of opportunities, returns, appointment, transfer, termination of employment, as well as establishment of policies of personnel development and encourages employees to develop and exhibit potential and personal value in order to help the organization grow continuously and sustainably. Policy and guidelines for treatment toward employees are as follows:
- Treating employees with respect for their honour, dignity and human rights.
- Appointing, transfering and giving prizes as well as punish employees with sincerity and according to their knowledge, competence, appropriateness and fairness without anydiscrimination.
- Assessing staff performance and progress regularly.
- Giving remuneration of various types to employees fairly, appropriately and according to their knowledge, competence, experience, positions, responsibilities and individual performance which are taken into consideration in line with the operating results of the Company, economic conditions and social environment.
- Providing appropriate welfare and other benefits for employees that are comparable to those of other companies in the same or similar business and as prescribed by law, such as provident fund, etc.
- Giving continuous and regular support and giving importance to knowledge and potential development which is beneficial to employees at all levels for their good career path.
- Maintaining a good working environment for sanitation and safety to life and properties of employees regularly.
- Providing appropriate facilities and welfare for disabled employees.
- Supporting employees to have better quality of life and support development of life of employees' families so that they live a happy life and are able to rely on themselves sustainably according to the philosophy of sufficiency economy.
- Promoting participation of employees and respecting the rights of gathering of employees to gather to propose or set working guidelines and/or agreements to create benefits for all parties and good working relations, including channel to complaint of any wrongdoings, approach to fact finding and protection of the whistle blower.
- Supporting employees to work together under mutual culture and value and with high unity spirits.
- Managing works with prudence and avoiding any unfair actions which may have impact on the job security of employees.
- Complying with rules and regulations in relation to labour law (such as employment, termination of employment, etc) and welfare of employees.
Ethics on Roles and Responsibilities towards Community, the Environment and the Society
The Board of Directors strongly believes in conducting business according to business ethics and good corporate governance principles and alongside corporate social responsibility (CSR) to be embedded as part of the organization culture. This is carried by integrating with the Company's vision, mission, strategy and goal to create sustainable business growth. The Company respects human rights; treats its workforce fairly; is accountable to customers and consumers; supports and takes part in development of the community, the society and the environment; maintains religion; preserves natural resources and energy; and supports education and public activities, so that the community or underprivileged become strong and depend on themselves sustainably. Policy and guidelines on treatment toward the community, the environment and the society are specified in the Corporate Governance and Business Ethics Manual regarding Ethics on Roles and Responsibilities toward Community, Environment and Society, details of which are as follows:
- Supporting CSR development through co-creation with all stakeholders by participating, inspiring and giving opportunities to other organizations to work together.
- Supporting provision of knowledge and training for staff to instill conscience of responsibility toward the community, the environment and the society in employees at all levels and encourage employees to participate in activities arranged by the Company.
- Having social participation by supporting and promoting activities which maintain good tradition and culture and behaving as a good religion follower by supporting religious activities consistently.
- Participating in supporting activities relating to education, sporting capabilities, development of professional knowledge, for sustainable self-dependence.
- Having social responsibility relating to public benefits, maintenance of the environment and development of the community as well as creative projects to promote and support better living of underprivileged, the elderly, children and youths.
- Having social responsibility in different forms such as organizing campaigns against narcotics continuously, hence promotion and support of children and youths to stay away from narcotics, leading to a strong community and narcotic-free society.
- Holding various projects to assist and relieve misery of people who are in trouble in many ways.
- Supporting the community surrounding the Company and other communities to be strong and self-dependent in a sustainable manner, give mutual help, have a good quality of life, be happy and live happily in harmony.
- Campaigning and instilling in employees conscience of preservation and smart and efficient use of resources and energy.
- Creating and supporting activities which are beneficial to maintenance, preservation and use of natural resources and energy on a consistent basis.
- Not performing any acts which will impair the reputation of the country, natural resources and the environment.
- Not cooperating with or support any persons or organizations conducting illegal business or being a threat to the society and national security.
- Complying or monitoring to ensure strict compliance with relevant regulations and laws.
Ethics on Respecting Human Right Law and Practice
The Board of Directors gives importance to respecting international human rights, to conducting business in compliance with laws, while embracing human rights which are the basic rights ensuring that all human beings are born free and equal in dignity and rights without discrimination against berth, race, nationality, color, gender, religion, age, language, physical and health condition, personal status, economic and social status, social value, education or political opinion. The Board also promotes employees' awareness of their rights, duties and responsibilities to society and other fellows. Policy and Guidelines are as follows:
- Performing business in strict compliance with human right law and practice and provide employees with knowledge about human right law and practice for their further adoption in their work.
- Ensuring that all employees familiarize themselves with laws related to their duties and responsibilities and strictly observe such laws.
- Promoting the respect of and adherence to human right practice on the basis of human dignity.
- Treating all employees on the basis of human dignity and respect their personal rights and duties.
- Offering a non-discriminative and equal career opportunity for women, the disabled, incapacitated persons and all other under privileged groups.
- Neither give a special favor to nor discriminate against any individuals due to race, nationality, color, gender, religion, age, language, physical and health condition, personal status, economic and social status, social value, education and political opinion.
- Ensuring the incapacitated employees are provided with appropriate facilitating equipment and welfare.
- Putting in place a policy or measure for screening key trade partners such as suppliers and contractors and ensure that these key trade partners undertake their businesses with fair practices and non-violation of human rights.
- Encouraging employees' participation and respect their right to unify and come forward with their suggestions or ideas on operational directions and corrective measures that will be beneficial to all parties and strengthen a good working relation and cooperation.
- Establishing a follow-up and monitoring process to prevent the Company and employees from conducting business, acting or participating in an act or failing to act in such a way that violates human rights.
Ethics on Intellectual Property and Copyright
The Board of Directors has a policy to respect intellectual property rights of other persons by not violating or supporting any acts which can be regarded as violation of intellectual property rights and copyrights of other persons, thus reflecting the Company's strong intention to conduct business with fairness and respect for and compliance with the laws relating to intellectual property rights. Policy and Guidelines are as follows:
- Supporting development and respect creation or innovation of intellectual property rights and copyrights and evaluate the value of such innovation fairly.
- Protecting and respecting intellectual property rights and copyrights of the Company and other persons by not violating or supporting any acts which are in violation thereof, such as making duplicates, adapting original material in any way, copying, broadcasting music and pictures, or making distribution to the public or any other acts and not claiming other persons' works as one's own.
- Supporting and participating in activities which are beneficial to protection and prevention of violation of intellectual property rights and copyrights.
- Supporting provision of knowledge and training to employees to instill conscience of respect and creation of intellectual property rights and copyrights in employees at all levels, as well as encourage employees to participate in activities held by the Company.
- Issuing the Company's work regulations by prohibiting employees from behaving in the manner which may tarnish the reputation of the Company by following regulations, notifications and orders of government agencies, or laws relating to intellectual property rights and copyrights such as trademark law, patent law, license law or other relevant laws, as well as announcements, orders, rules and regulations set by the Company.
- Treating and regarding violation of intellectual property rights and copyrights as a severe offence and if such offence is found, the Company will take penal action against the employee who has been found guilty of such violation according to the Company's work regulations and laws.
In 2016, the Company cooperated with state agencies and related private sector parties in a campaign against piracy titled ‘Took, Took Jai, Took Gohd Mai” (‘Cheap, Pleasing, Legal) to raise awareness of copyright protection among the public through various activities. The ‘Not Buy, Not Sell, Not Use Pirate Goods” slogan aims to encourage the public to be more aware of the intellectual property to help reduce the piracy problem in the long run. The Company joined hands with state agencies and the private sector to prevent piracy and prosecute violators. By the year 2016 the Company and its affiliates have taken legal action against 107 piracy cases composing of 51 lawsuits settlement, 56 prosecution pending cases and no judged cases.
Ethics on Vested Interest and Conflict of Interest
The Board of Directors is aware of the importance of conflict of interest prevention and has thus adopted the following policy and guidelines:
- To safeguard against a conflict of interest, the Board of Directors exercises due care when there occurs any transaction involving a potential conflict of interest by observing a policy and procedure for approval of connected transactions, established in writing in the Authorization and Procedure Manual, and/or seeking approval from shareholders in line with the SET’s regulations, as well as complying with the SET’s regulations, with transaction price and conditions executed on an arm’s length basis.
- If the connected transaction is subject to approval from the Board of Directors, there must be independent directors or Audit Committee members participating in the relevant Board meeting.
- The Audit Committee is to regularly propose any conflicted transactions and connected transactions to the Board of Directors and the person with a potential conflict of interest is not entitled to cast vote on or approve any such transactions.
- Before entering into a connected transaction which is required to be disclosed publicly or be approved by the shareholders in accordance with the SET’s regulations, the Company shall clearly disclose to the shareholders details such as names and nature of relationship of the connected persons, policy on determination of transaction price, rationale for entering into the transaction and opinion of the Board of Directors on the transaction.
- For transactions that involve financial assistance, the Board of Directors has established a guideline on this type of connected transactions in the Corporate Authorization Index which was duly approved by the Board of Directors.
- The Board of Directors has a guideline to maintain and prevent of use internal information in written. According to the guideline, directors, management and employees, who could access to insider information, are prohibited from trading the Company’s securities during a one-month period before a release of the Company’s financial statements to the public.
- The Board of Directors has set a policy requiring that the directors, Executive Committee members and management (according to definitions of the SEC), including their respective related persons according to Section 59 of the Securities and Exchange Act, report their holding of the Company’s securities and that the Company Secretary on quarterly basis is required to submit a summary report on the said securities holding and changes in securities holding in the Company to the Board of Directors’ meeting quarterly for acknowledgement.
- The Board of Directors has stipulated that the directors, management and their related persons (according to definitions of the SEC) must prepare and submit a report on interests to the Company and the Company Secretary has the duty to submit a summary report on the interests of the directors, management and their related persons and any subsequent changes thereof to the Board of Directors’ meeting for acknowledgement on a semi-annual basis.
- The Board of Directors has stipulated that all material connected transactions, with details regarding the conflicted persons, nature of relationship, type of the transactions, conditions for the transactions, pricing policy, transaction value, rationale and necessity of the transactions and opinion rendered by the Audit Committee and/or the Board of Directors, must be revealed in an information memorandum and/or the Company’s annual registration statement (Form 56-1) and annual report.
The Company has set up a unit to review complains informed by whistleblower in regard to violation of the rights of the stakeholders, corruption, illegal actions, Coporate Governance and Business Ethic Policy, doubtful financial report or even internal control of the group to the Audit Committee. The notice can be issued through the following processes:
- Via normal post to the Audit Committee, 50 GMM Grammy Place, Sukhumvit 21 Rd (Asoke), Khlongtoeinuea, Wattana, Bangkok 10110
- Via E-mail: email@example.com
The Secretary of the Audit Committee summarizes and submits the matters to the Audit Committee for further investigation. Then the Audit Committee will report the issue directly to the Board of Directors under the "Confidential Information" and "Protection of the Whistleblower" policies.
In 2016, there was neither complaint nor action in a manner that violated or failed to comply with applicable laws, rules and regulations of the SET and the SEC.
Protection of Whistleblowers
The Board of Directors stipulates Policy and Guidances of Whistle Blower Protection in order to keep whistleblower's information as well as an evidence confidential. Such information will not be disclosed to any irrevelant parties except in the case of disclosure under the duties as required by law.