1. The Principles

One of SCB’s core values is to consistently uphold itself as a socially responsible corporate citizen. Any involvement in corruption and bribery or any attempts thereof in SCB’s business dealings and transactions contradict this core value, making it completely unacceptable and intolerable. This commitment is explicitly stated in the SCB Code of Conduct, which applies to both directors and employees.

Consequently, we maintain a zero-tolerance policy toward Corruption and Bribery. This is the underlying principle in this Anti-Corruption and Bribery Policy (“Policy”). The Policy extends to all business dealings and transactions involving SCB and its subsidiaries, regardless of the jurisdiction in which they take place, and it applies to all subsidiaries under effective control by SCB. This Policy shall be implemented in SCB through a diligent enforcement Program for Countering Corruption and Bribery (“Program”). This Policy will be updated from time to time to reflect changes in laws, regulations, SCB’s reputational requirements, and prevailing business practices. 

All directors and employees are required to adhere to this Policy. Specifically, the Policy prohibits all directors and employees of SCB and its subsidiaries, from engaging in the following activities: 

(i)   Soliciting, arranging, or accepting bribes for personal benefit or for the benefit of their families, friends, associates, or acquaintances; 

(ii)   Offering, promising, or giving a bribe to public officials, governance officials in foreign countries, international organization staff, or other private individuals, whether directly or indirectly on behalf of SCB.  

(iii)  Engaging in any form of abuse of entrusted power and authority.

2. Defining of Corruption and Bribery

“Corruption” is defined as the misuse of entrusted power or authority for personal gain, including activities such as bribery, extortion, fraud, deception, collusion, cartel formation, embezzlement, money laundering, and other similar activities.

“Bribery" refers to the act of offering, promising, providing, accepting, or soliciting an advantage, in any form, with the intention of influencing an action that is either illegal or constitutes a breach of a person’s fiduciary responsibilities ^[1]

An advantage in any form refers to cash, cash equivalents, or valuable in-kind offerings, whether appraisable or not, such as gifts, hospitality services, or job offers provided in exchanged for reciprocal benefits.

The act of exerting influence for action refers to actions directed toward public officials, government officials in foreign countries, international organization staff, or private individuals. 

A facilitation payment refers to a payment made unofficially to a government official to secure or expedite government processes. These processes typically do not require any discretionary decisions of government officials and are within the scope of their regular duties. Facilitation payments are intended to ensure that a company receives its rightful entitlements without resorting to payments for standard services, such as license applications, certificate requests, public services, and similar actions.

Political Contributions refer to financial or other forms of support, provided directly or indirectly, to political activities, parties, politicians, election candidates, or individuals  holding political roles.

Donations refer to the provision of money, goods, or other benefits to individuals or other legal entities without the intention of obtaining business or any other inappropriate benefits.

Sponsorships refer to funds paid to or received from individuals or other legal entities for business purposes, whether for marketing promotion or reputation enhancement.  These funds can be is difficult to measure and track and they may pose risks of being linked to bribery. For example, charitable events or organization, such as sports events or organizations, may be used as fronts to gain undue inflence with government officials or related parties.

Gifts, Hospitality and Expenses generally refer to costs associated with items or services of financial value, including cash equivalents or items exchangeable for goods or services. These expenses may pose a risk of corruption.

^[1] Business Principles for Countering Bribery, Transparency International, May, 2013

3. Forms of Corruption and Bribery and related Policies

 
The policy regarding the more prevalent forms of Corruption and Bribery is outlined below:

Political Contributions: A political contribution refers to a financial or in-kind contribution, either directly or indirectly, intended to support political causes, political parties, politicians, candidates for election, or political activists. Such contributions are permissible as long as they are legal, approved by the Board of Directors or the Executive Committee, appropriately disclosed, and made transparently.

Charitable contributions: Charitable contributions form an inherent part of the SCB’s culture to assist underprivileged members of the community, provide aid during natural disasters, and contribute to enhancing the current and future quality of life. 

All charitable contributions must undergo approval in accordance with applicable laws, SCB's established policies, internal regulations, and formal procedures. Contributions   should be   directed exclusively to registered charities, ensuring full transparency throughout the process. Each payment must clearly specify the recipient and the purpose of the contribution in writing with all important details to facilitate future audits by internal auditor or official agencies. It is of utmost importance that no donations are made with the intent to conceal acts of corruption and bribery.

Sponsorships: Payments of this nature are usually intended to bolster SCB's brand or reputation through social initiatives. Transparent selection criteria will govern sponsorship decisions, and all resulting contracts or payments will be justified and approved in accordance with SCB's established procedures and authority levels. These contributions must never be employed as a guise to engage in corruption and bribery.

Facilitation Payments: Facilitation payments can be made only in situations where they are necessary to ensure for the safety of employees or others in life-threatening circumstances. Employees must promptly report such payments to their supervisors and regulatory authorities. These actions must be reasonable and supported by sufficient documentation or evidence to justify their necessity.

Gifts, Hospitality, and Expenses: Gifts, hospitality, and expenses pose corruption risk. Therefore, the bank has introduced a “No Gift Policy” to provide clear guidelines for all directors and employees. According to this policy, accepting or offering gifts or hospitality, which may potentially lead to corruption, is strictly prohibited. However, if gifts or hospitality are in line with local cultural norms, do not impose any obligation on the recipient, and comply with SCB's regulations and Code of Conduct, they may be deemed acceptable.

Extortion, fraud, deception, collusion, cartel formation, abuse of power, embezzlement, and money laundering: All of these activities involve the abuse of entrusted power and authority. They are considered corrupt, unequivocally illegal, and explicitly forbidden under this Policy. Regardless of the underlying intentions, engaging in any of these actions constitutes a clear breach of fiduciary responsibilities, whether as a director or an employee.

Revolving Door: The hiring of government employees must be conducted in compliance with applicable laws and regulations and must avoid any conflicts of interest.

4. Program for Countering Bribery (“Program”)

SCB is fully committed to implementing an effective program to counter corruption and bribery. The program shall be approved by the Board and regularly disseminated to all directors, employees, and appropriate third parties, fostering a culture of zero tolerance toward corruption and bribery. The program explicitly outlines the values, policies, and procedures that must be adhered to in order to prevent corruption and bribery from taking place in all business dealings and transactions under SCB’s control.  

          4.1 Organization and Responsibility: The roles and responsibilities for implementing the program to counter corruption and bribery are as follows: 

Board of Directors: The Board of Directors holds the responsibility for approving and upholding this policy. Additionally, it plays a crucial role in ensuring the effective establishment of an internal control and risk management system that covers all business transactions and dealings within SCB's purview, which may carry the risk of corruption and bribery. The Board is also tasked with ensuring periodic assessments of corruption and bribery risks are conducted as part of the measures and that effective monitoring mechanisms are in place.

Executive Committee: All members of this committee are obligated to strictly adhere to and advocate for compliance with this policy. Furthermore, the committee will actively assess and propose any necessary changes to this policy for consideration by the Board of Directors.

Audit Committee: On behalf of the Board of Directors, this committee holds the responsibility for ensuring that SCB has an effective internal control system in place to mitigate the risk of corruption and bribery. The committee will report its findings to the Board of Directors and provide any recommendations for enhancing this policy and related measures.   

Compliance Division and People: 

• The Compliance Division bears the responsibility for implementing the program and ensuring that this policy aligns with all relevant laws, regulations, and the business environment. It shall be responsible for formulating comprehensive guidelines for employees, promoting awareness, and fostering a clear understanding of the Policy among all directors and employees.
• The People Function plays a vital role in fostering a culture of combating corruption and bribery within the organization. 
• Both the Compliance Division and People Function will jointly submit a consolidated report on the implementation of the program, including the Whistleblower report, to the Audit Committee at least semi-annually.

Audit Division: The division will take the lead in monitoring compliance with the policy and program to ensure that the bank has a robust internal control system in place, effectively preventing the risk of corruption and bribery.

Directors and Employees: Every director and employee must strictly adhere to this policy in all business dealings and transactions undertaken by SCB. Additionally, members of the Board of Directors and executive management are expected to set an example by actively practicing and promoting compliance with this policy.

          4.2 Scope of the Policy: This Policy extends to encompass SCB and its subsidiaries over which SCB exercises control. It is applicable to all directors and employees and encompasses all business dealings and transactions conducted by the bank. To the extent relevant, this policy will also extend to include agents, business partners, suppliers, and other involved parties associated with these business dealings and transactions.

          4.3 Support and Operational functions: The success of this program relies on the expertise and resources of key support functions within SCB, particularly finance, legal, audit & compliance, and risk management, to execute it effectively. The program will place an emphasis on managing prime risk functions, namely procurement/contracting and marketing/sales/relationship management.  Members from the Finance, Legal, Audit & Compliance, and Risk Management Groups will collaborate to establish and enforce robust procedures in procurement/contracting, ensuring transparency and fairness in the selection and contracting process. The Audit and the Compliance Division will conduct regular checks in critical areas within sales and marketing functions where the risk of corruption and bribery is high. When necessary, they will recommend improvements to enhance the efficacy of these procedures and practices.

          4.4 People function: The success of the program relies heavily on the support and dedication of all directors and employees. Therefore, the program will be integrated into essential aspects of the People function, including recruitment, communication, performance evaluation, remuneration, recognition, and promotion.

Employees will not face penalties or negative consequences in their performance evaluations, remuneration, or promotions for refusing to pay a bribe or misuse of their entrusted power and authority, irrespective of any potential financial impact on SCB. On the contrary, all directors and employees shall be informed that any breach of this policy will lead to sanctions, including possible termination of employment for cause, regardless of any benefits that SCB may have gained as a result of the bribe or misuse of entrusted power and authority. 

          4.5 Awareness Raising: Awareness plays a crucial role in fostering a culture of zero-tolerance toward corruption and bribery, which is vital for the success of the Program. All directors and employees shall be thoroughly informed about the program's details and are required to comply with it.

Furthermore, to ensure transparency and provide a safe space for concerns related to the policy, the Compliance Division, People Group, and Audit Division will establish a confidential channels for directors and employees to seek advice without fear of reprisal. Information submitted through these channels will be accessible only to authorized individuals. Additionally, all reports or whistleblowing by directors and employees will be treated with strict confidentiality to protect the identity of the reporter. This may include using the 'whistleblower' channel to report any actual or potential breaches of this Policy to SCB.  

          4.6 Transparency in the employment of government officials: The Bank is committed to disclosing the profiles of former government officials who are appointed as its consultants, directors, or executives. This disclosure will be made publicly available to promote transparency in our practices.

          4.7 Communication: Effective communication is of critical importance to the success of the program. Internally, all directors and employees will be consistently informed about the zero-tolerance principle regarding corruption and bribery under this policy, as well as the consequences of non-compliance.  This aims to cultivate and uphold a culture of zero  tolerance for all forms of corruption and bribery.  Additionally, the Bank shall ensure that agents, business partners, customers, and other third parties engaged in or potentially having business dealings and transactions with SCB are also fully informed about this policy and its implications. 

          4.8 Internal control and record keeping: The management of SCB is responsible for ensuring that the internal control system provides reasonable assurance of compliance with this policy. This comprehensive internal control environment encompasses financial and organizational checks and balances, ensuring integrity in accounting records and other business processes related to the program. It emphasizes the segregation of duties and the maintenance of adequate audit trails for all transactions. The Audit Committee oversees this control system, and both internal and external audits periodically assess its effectiveness.

5. Penalties

Any breach of this policy by a director or employee will be subject to investigation following SCB's disciplinary process. Depending on the severity of the breach, it may lead to admonishment, sanction, or termination of appointment or employment. In cases where there is a willful breach, SCB reserves the right to pursue both civil and criminal remedies.  

6.  Policy Review

This policy is subject to, The Audit Committee shall review and endorse this policy before forwarding to the Board of Directors for approval, at least once a year or whenever significant changes occur.