Online
Sign In 
ChatAnti-Corruption and Anti-Bribery Policy of Siam Kubota Group
Introduction
The Siam Kubota Group is firmly committed to conducting its business with transparency, fairness, and social responsibility, underpinned by strong principles of good corporate governance and high standards of corporate oversight. The prevention of corruption and bribery is therefore a fundamental principle in strengthening the confidence and trust of all stakeholders, including customers, business partners, employees, government agencies, and society at large.
The issuance of this Anti‑Corruption and Anti‑Bribery Policy reflects the unwavering commitment of the Organization’s Management Committee to oppose any conduct that may contravene applicable laws, ethical standards, or the moral principles of the organization. The Siam Kubota Group is dedicated to fostering a corporate culture grounded in integrity, transparency, and accountability, and actively encourages employees at all levels to participate meaningfully in the prevention, detection, and reporting of any behavior that may constitute or indicate corrupt practices.
This policy is established to define clear and standardized practices across the Siam Kubota Group, serving as a framework for the prevention and anti-corruption and anti-bribery in all countries where the Group operates. It is developed with reference to internationally recognized anti-corruption principles and standards, as well as best practices in internal control, ethics, and legal compliance, in order to support the Group’s business operations in a transparent, stable, and sustainable manner, in alignment with its corporate values and long-standing principles of good corporate governance. In this regard, each company within the Group shall comply with the applicable laws, rules, and regulations of the countries in which it operates, in conjunction with this policy.
This Policy has been established to define clear and consistent standards of conduct applicable across the entire organization, ensuring that the Siam Kubota Group conducts its business with transparency, stability, and sustainability, in alignment with the Company’s core values and the established principles of good corporate governance
1.Objectives
This Anti-Corruption and Anti-Bribery Policy is established for the following purposes:
1.1 To strictly prevent and oppose corruption and bribery: Establish clear operational guidelines for the Siam Kubota Group, its directors, executives, employees, workers, and any persons acting on behalf of the Siam Kubota Group, with the aim of preventing conduct that contravenes applicable laws, ethical standards, or the Company’s core values.
1.2 To promote transparency and accountability at all levels: Foster a corporate culture and practices grounded in integrity, openness, and verifiability, while enhancing awareness of the adverse impacts that corrupt activities may have on the organization and on society.
1.3 To strengthen confidence and trust among stakeholders: Demonstrate the firm commitment of Organization’s Management Committee to conducting business lawfully, transparently, and in a reliable and trustworthy manner.
1.4 To support the reporting and management of risks related to corruption: Encourage personnel at all levels to actively participate in monitoring, preventing, and reporting corruption risks, thereby enabling timely and appropriate remedial action.
2.Scope of Application
This Policy applies to:
2.1 Management Committee and Directors
Required to adhere strictly to this Policy and to serve as role models in promoting transparency and integrity.
2.2 Employees at All Levels
Obligated to fully comply with this Policy and to participate in monitoring, preventing, and reporting corruption‑ or bribery‑related risks.
2.3 External Parties Associated with the Organization
Including, but not limited to, consultants, agents, business partners, and service providers, who are required to comply with anti‑corruption and anti‑bribery standards and requirements equivalent to those applicable to the Company’s employees.
2.4 All Activities and Transactions
Covering all aspects of business operations, including procurement, sales, service provision, investments, and any other related activities.
3.Policy
3.1 Policy of Siam Kubota Group
The Siam Kubota Group is firmly committed to opposing all forms of corruption and bribery, whether direct or indirect, and adopts a Zero Tolerance approach toward any form of corruption or fraud, without exception. This policy applies to all companies within the Siam Kubota Group, including directors, executives, employees, and all persons involved in the conduct of the Group’s business.
This policy is established in alignment with internationally recognized anti-corruption and anti-bribery principles and standards and serves as a common framework for conducting business in a transparent, ethical, and responsible manner. Accordingly, each company within the Siam Kubota Group, in each country where it operates shall comply with the applicable anti-corruption and anti-bribery laws, regulations, and requirements of the countries or jurisdictions in which it operates, in conjunction with this policy.
3.2 Responsibilities of Personnel
Personnel of Siam Kubota Group shall not engage in any form of fraud, corruption, or bribery, whether directly or indirectly. Personnel must not give, offer, conduct, request, or accept any benefit that may constitute fraud, corruption, or bribery, whether for the advantage of the Company, themselves, or any other individual such as family members, friends, or acquaintances. This applies to interactions with both government officials and private-sector representatives. Personnel are required to strictly always comply with all applicable laws and regulations.
3.3 Establishing a Transparent Organizational Culture
Personnel at all levels must demonstrate a clear commitment to opposing fraud, corruption, and bribery, and must collectively promote the Company’s values by fostering awareness of integrity, honesty, transparency, and accountability. This is to ensure that integrity, legal compliance, and anti-bribery practices become a sustainable part of Siam Kubota Group’s organizational culture.
4.Definitions
For clarity and consistency in the application of this Policy, the following terms shall have the meanings set forth below:
“Corruption” means the misuse of one’s authority or position to obtain improper benefits for the organization, oneself, or others. Corruption includes the giving and/or receiving of bribes, facilitation payments, solicitation or provision of benefits, coercion, or conduct involving conflicts of interest, whether involving government officials or private-sector entities, except in cases expressly permitted by applicable laws, regulations, local customs, or commercial traditions.
“Fraud” means any intentional act carried out to obtain improper benefits for oneself or others such as family members, relatives, friends, or close associates. Fraud may occur in various forms, including deception, concealment of information, or the use of improper methods to gain benefits.
“Bribery” means offering, promising, giving, accepting, or soliciting any asset or benefit, whether directly or indirectly, for the purpose of securing business or obtaining any other improper advantage, which violates ethical standards and the business conduct principles of Siam Kubota Group.
“Misconduct” means any act or omission by executives or employees that constitutes a violation of the Code of Conduct, work rules, regulations, or any laws applicable to Siam Kubota Group’s business operations.
“Customary Practice” means festivals, important days, or special occasions during which gift-giving or expressions of congratulations, appreciation, hospitality, condolences, or assistance are commonly practiced and recognized by societal norms and traditions.
“Political Contribution” means any form of support provided in the name of the Company, whether financial or non-financial, to political parties, politicians, individuals associated with political activities, or any political engagement conducted directly or indirectly with the intention of obtaining undue advantages, privileges, or business benefits, and this definition does not include employees’ participation in political activities undertaken in their personal capacity in accordance with their individual rights and freedoms.
“Charitable Contribution” means donations of money, goods, or other benefits to individuals or legal entities such as associations, foundations, public organizations, temples, hospitals, educational institutions, or other entities established for public benefit, with the intention of supporting social good and without expecting any return or advantage from the recipient.
“Sponsorship” means providing or receiving monetary or non-monetary support from customers, partners, associations, foundations, charitable organizations, or non-profit organizations for the purpose of promoting the brand, reputation, or credibility of Siam Kubota Group, and for building or strengthening business relationships in an appropriate and contextually suitable manner.
“Gifts, Entertainment, Hospitality, and Related Expenses” means expenditures made for items or services with monetary value, including cash equivalents, items exchangeable for goods or services, travel expenses, accommodation, meals, beverages, other services, entertainment, or participation in recreational or sports activities such as golf.
“Anything of Value” means cash or any asset with monetary value, including but not limited to gift cards, cash equivalents, loans, gifts, meals, beverages, entertainment, travel expenses, accommodation, sponsorships, donations, employment or internship incentives, shares or share rights, advantageous contracts or agreements, and any other form of benefit.
“Facilitation Payments” means unofficial payments made to government officials, exceeding legally prescribed rates (if any), even in small amounts, intended to induce or expedite routine governmental actions or ensure such actions occur, including the issuance of permits, certifications, or public services.
“Conflict of Interest” means any situation or conduct that creates a conflict between an employee’s personal interests and the interests of Siam Kubota Group, affecting decision-making or the performance of responsibilities. Conflicts may arise knowingly or unknowingly, intentionally or unintentionally, and may become normalized without awareness of wrongdoing, leading to biased decisions favoring personal interests over organizational interests.
“Government Official” means any person performing duties in a government agency, public authority, state organization, state-owned enterprise, local administrative organization, or in the judicial or legislative branch, as well as in an international organization. This includes directors, advisors, employees, workers, or any other persons acting in a similar capacity. The term shall also include close associates or family members of such persons, where there is reasonable cause to believe that they are acting as intermediaries or channels for the improper receipt of assets or other benefits.
“Employment of Government Officials (Revolving Door)” means the employment of individuals who are or were government officials, political office holders, or advisors to government agencies, who join the Company and may use influence, relationships, or insider information to benefit the Company, resulting in a conflict of interest between their duties to government agencies or business regulatory bodies and the Company. Such actions may lead to an unfair business advantage or the development of policies that favor the Company.
“Whistleblowing” means the reporting of information, complaints, suspicions, or inquiries concerning potential unlawful acts, violations, or misconduct in relation to Siam Kubota Group’s Code of Conduct.
“Recipient of Complaints” means individuals or units responsible for receiving internal complaints or whistleblowing reports within Siam Kubota Group, including supervisors at all levels and the Whistleblower Committee (the Complaint Review Committee).
“Complainant” means any personnel of Siam Kubota Group or any stakeholder who, in good faith, reports or raises concerns about suspected misconduct, fraud, bribery, corruption, or violations of laws, regulations, policies, or Siam Kubota Group’s Code of Conduct.
“Respondent” means any personnel of Siam Kubota Group who is the subject of a complaint or allegation related to misconduct, fraud, bribery, corruption, or violations of laws, regulations, policies, or Siam Kubota Group’s Code of Conduct.
“SKC” means Siam Kubota Corporation Co., Ltd.
“Siam Kubota Group” means Siam Kubota Corporation Co., Ltd., including any legal entities in which the Company holds shares or has control, whether directly or indirectly, operating under Siam Kubota Group’s governance, including:
- Siam Kubota Leasing Co., Ltd.
- Siam Kubota Metal Technology Co., Ltd.
- Kubota (Cambodia) Co., Ltd.
- Kubota Leasing (Cambodia) Plc.
- Kubota (Lao) Sole Co., Ltd.
- Kaset Inno Co., Ltd.
“Employee” means personnel at all levels within Siam Kubota Group, regardless of employment type, including regular employees, contract employees, temporary staff, project workers, interns, and any individuals assigned to work on behalf of or in the name of Siam Kubota Group. All such personnel are obligated to comply with the policies, rules, and codes of conduct of Siam Kubota Group.
“External Party” or “Third Party” means any individual or legal entity that is not an employee of Siam Kubota Group but has business interactions or relationships with Siam Kubota Group, directly or indirectly. This includes, but is not limited to, customers, partners, suppliers, distributors, agents, brokers, consultants, contractors, service providers, financial institutions, private organizations, non‑profit organizations, and any stakeholders with influence or potential impact on the Siam Kubota Group’s business operations.
“Policy” means the Anti-Corruption and Bribery Policy of Siam Kubota Group, including annexes, supporting documents, directives, and attached announcements, as well as any amendments, revisions, or additions issued by SKC in the future to ensure alignment with the Group’s anti-corruption principles.
5.Duties and Responsibilities
To ensure that the Anti‑Corruption and Bribery Policy of Siam Kubota Group is implemented with clear operational guidelines and effective measures, SKC establishes the duties and responsibilities of relevant parties as follows:
5.1 Board of Directors of Siam Kubota Corporation Co., Ltd.
The Board is responsible for strategic oversight of anti‑corruption and anti‑bribery practices within Siam Kubota Group, including:
Establishing, approving, and reviewing the Policy, including principles and measures, to ensure alignment with Siam Kubota Group’s business operations.
Overseeing the implementation of internal control systems and anti‑corruption and anti‑bribery measures across all companies within the Siam Kubota Group to ensure effective enforcement.
Demonstrating commitment from the highest level (“Tone from the Top”) to affirm Siam Kubota Group’s collective stance of zero tolerance toward all forms of corruption and bribery.
5.2 Board of Directors of Each Subsidiary Company
Each company board is responsible for implementing the Anti‑Corruption and Bribery Policy within its organization by:
Overseeing the operations of each company in compliance with the policies and measures established by Siam Kubota Group.
Allocating and supporting the necessary resources to ensure effective implementation of the Policy.
Monitoring, auditing, and reporting operational results and corruption‑related risks to the respective boards when appropriate.
Demonstrating ethical leadership to cultivate a transparent and free from corruption and bribery organizational culture.
5.3 Executives of Each Company
Executives are responsible for implementing the Policy and related measures in a concrete and effective manner by:
Communicating the policy, promoting understanding, and ensuring that employees strictly comply with this policy.
Assessing corruption risks within their units and establishing suitable preventive and control measures.
Promoting a culture of integrity and serving as role models.
Reporting significant corruption‑related incidents or risks to the Board of Directors or relevant oversight units, as appropriate.
Supporting and cooperating in all audits and investigations.
5.4 Employees of Siam Kubota Group
Employees are required to comply with the Policy responsibly, including:
Strictly complying with the Policy, as well as applicable laws, and regulations.
Refraining from giving, offering, soliciting, or accepting bribes or engaging in any conduct that may constitute corruption.
Reporting, in good faith, any suspected or actual corruption involving Siam Kubota Group through the designated whistleblowing channels.
Cooperating fully in audits or investigations conducted by each company.
Avoiding situations that may give rise to conflicts of interest and disclosing such situations to their supervisors when they occur.
5.5 External Parties / Third Parties
Including business partners, agents, contractors, service providers, and any individuals or entities working for or with Siam Kubota Group, who shall:
Comply with the anti‑corruption and ethical standards established by Siam Kubota Group.
Avoid giving or receiving bribes or engaging in conduct that could harm Siam Kubota Group.
Provide accurate and transparent information and cooperate in audits where appropriate.
Notify their respective companies when encountering behavior that violates the Policy or any applicable laws.
5.6 Compliance Oversight Unit
Acts as the principal mechanism for monitoring and ensuring compliance with the Policy, and shall:
Develop guidelines, procedures, and operational measures aligned with Siam Kubota Group’s Anti‑Corruption and Bribery Policy.
Assess corruption risks and monitor compliance with internal control measures.
Provide consultation, answer inquiries, and support relevant units in implementing the Policy.
Monitor and report compliance performance to Senior Executives of each company.
5.7 Internal Audit Department
Responsible for providing independent and objective assurance on the adequacy and effectiveness of the Company’s internal controls systems, by:
Reviewing and assessing the adequacy and effectiveness of internal control systems, including anti‑fraud and anti‑corruption measures.
Evaluating risks and the management of fraud‑related and corruption‑related risks in accordance with the Policy, internal audit standards, and applicable laws.
Reporting findings and recommendations independently to Senior Executives.
Providing recommendations for continuous improvement of work processes and internal control systems.
5.8 Investigation Committee
Responsible for investigating incidents or complaints related to corruption by:
Conducting fact‑finding investigations impartially, transparently, and in a timely manner.
Maintaining proper documentation and safeguarding confidentiality of information and evidence.
Summarizing investigations findings and providing recommendations on disciplinary actions or corrective measures to management or relevant committees.
Following up on the implementation of corrective actions to prevent recurrence of similar incidents.
Performing duties without discrimination and with fairness toward all parties involved.
6.Anti Corruption and Anti Bribery Measures
6.1 Compliance with the Policy
All Employees of Siam Kubota Group are required to strictly comply with the Anti-Corruption and Anti-Bribery Policy. The Board of Directors of each company assigns the management to communicate, promote understanding, and implement the necessary measures to ensure effective practical enforcement.
6.2 Violations and Disciplinary Actions
Employees who violate or fail to comply with this Anti-Corruption and Anti-Bribery Policy, including related anti-corruption and anti-bribery practices under the Siam Kubota Code of Conduct, shall be deemed to have committed a serious offense under the Company’s rules, regulations, and human resources management policies, and shall be subject to disciplinary action. Such violations may also result in legal liability where the conduct constitutes a criminal offense or otherwise violates applicable laws and regulations.
6.3 Disbursement and Internal Control System
Siam Kubota Group has established clear disbursement regulations covering spending limits, approval authority, and intended purposes of expenditures. The Group requires complete and verifiable supporting documentation in order to prevent and reduce corruption and bribery risks.
In addition, the Siam Kubota Group requires that all accounting records and supporting documentation for each transaction be accurately, completely, transparently, and truthfully recorded and prepared. This requirement is based on internationally recognized anti-corruption principles and standards, as well as best practices in internal control, ethics, and legal compliance, in order to support the Group’s operations in a transparent, stable, and sustainable manner, in alignment with its corporate values and long-standing principles of good corporate governance. In this regard, each company within the Group shall comply with the applicable laws, regulations, and requirements of the countries in which it operates, in conjunction with this policy.
6.4 Review of Transactions with Corruption Risk
Each company within Siam Kubota Group must establish appropriate controls and regularly review processes that involve corruption or bribery risk, including processes related to sales, marketing, procurement, contracting, and other partner related activities. These reviews must comply with the regulations prescribed by the Group. The Internal Audit Department is responsible for examining, assessing, and reporting the results to the relevant committees as required. The Internal Audit Department shall also provide observations, follow up on corrective plans, and report to the relevant committees.
6.5 Human Resources Measures
Human resources processes including recruitment, selection, training, performance evaluation, compensation, and promotion, must reflect Siam Kubota Group’s strong and ongoing commitment to preventing and combating corruption and bribery.
6.6 Internal Audit
The Internal Audit Department is responsible for providing independent assurance that internal control systems and related measures are adequate, appropriate, and effective in preventing and mitigating corruption and bribery risks. The unit is also responsible for reviewing the operations of all departments to assess compliance with applicable requirements and laws and for providing suitable recommendations for improvement.
6.7 Reporting to Senior Executives
If any significant risk or reasonable suspicion relating to corruption or bribery is identified, the Internal Audit Department is authorized to report such matters directly to Senior Executives without undue delay.
6.8 Corruption and Bribery Risk Assessment
The Siam Kubota Group requires a systematic and continuous assessment of corruption and bribery risks in order to identify, analyze, and manage risks arising from the Group’s business operations in all countries in which it operates. Such risk assessments shall be conducted on a periodic basis and shall be subject to additional review when there are significant changes to the business structure, operational model, or the legal and business environment.
The risk assessment process shall cover the identification and evaluation of risks within high-risk business processes, the assessment of likelihood and impact, the establishment and review of appropriate control measures, as well as the reporting of risk assessment results and risk management status to the Board of Directors and Senior Executives, to ensure that the control measures are adequate and effective.
7.Policy Supporting Practices
7.1 Prohibition of Bribery
7.1.1 General Prohibition
Siam Kubota Group strictly prohibits all forms of bribery and any actions that may constitute corrupt conduct. whether direct or indirect, through external parties or representatives, and whether involving government officials or private sector personnel, without exception.
All employees, executives, directors, and external parties acting on behalf of Siam Kubota Group must refrain from any action intended to obtain improper benefits or that may result in Siam Kubota Group gaining or losing advantage unfairly. The use of personal assets or any indirect means to circumvent this Policy is also strictly prohibited.
If any person requests, seeks, or attempts to obtain improper benefits, such conduct must be refused immediately and reported to a supervisor or the responsible person in accordance with Siam Kubota Group’s procedures.
7.1.2 Facilitation Payments
Facilitation payments are strictly prohibited in all forms, regardless of value or circumstance. This includes the giving of money, property, or any other benefits intended to expedite, facilitate, or secure routine government actions that officials are already obligated to perform.
Employees and related persons must refuse such requests in good faith when they encounter any request or pressure to make such payments, and must report such
requests or pressure immediately to their supervisor or the responsible unit, so that Siam Kubota Group may take appropriate action in accordance with its established procedures.
7.1.3 Compliance with Applicable Laws
All personnel of Siam Kubota Group, including external parties acting on behalf of Siam Kubota Group, must comply with all anti-corruption and anti-bribery laws in every jurisdiction where Siam Kubota Group conducts business, as well as internal regulations, directives, announcements, and Company requirements.
In cases where local or internal rules differ in stringency, the stricter standard must always be followed to ensure the highest level of integrity and transparency throughout Siam Kubota Group.
7.1.4 Commercial Bribery
The offering or acceptance of any benefit from business partners, agents, brokers, distributors, or any private sector entity for improper business advantage is strictly prohibited. This includes secret payments, undisclosed compensation, special privileges, or any inducement that may create unfair advantage.
Business courtesy, such as meals, gifts, or hospitality, may be allowed only when it is reasonable, customary, transparent, not directly linked to business decisions, and fully compliant with Siam Kubota Group’s rules on disbursement and accounting documentation.
7.2 Gifts, Entertainment, Hospitality, Food, Beverage, and Travel
7.2.1 Interactions with Government Officers and Public Sector Entities
Personnel of Siam Kubota Group, including external parties acting on behalf of the Group, are strictly prohibited from giving, offering, or accepting gifts, hospitality, items of value, or any benefit from government officials or public agencies if such actions are intended, or could be perceived, improperly influence official duties, regardless of the value.
Cash or cash equivalents are strictly prohibited, except in clearly justified cultural or customary circumstances, and only if prior approval is obtained according to each Company’s authority framework, with full supporting documentation.
Exceptions may be allowed only when all of the following conditions are met:
The gift or gesture aligns with appropriate social occasions, recognized cultural practices, or customary traditions.
There is no intention to influence official duties or to obtain any improper benefit.
The value complies with applicable laws and conforms to the Company’s established rules and criteria.
Prior approval is obtained according to the Company’s authority framework.
Expenses, supporting documents, and approvals are complete, transparent, and auditable.
Funeral or Condolence Gestures in Accordance with Customary Practices:
The provision of financial assistance or items of value as an expression of condolence in connection with funerals or customary ceremonies may be permitted when:
The gesture is in line with generally accepted social or cultural practices.
Prior approval is obtained in accordance with the authority manual of each company.
Payment is made through channels specified by each company, such as official disbursement systems or company accounts.
Complete supporting documents and evidence of payment are maintained to ensure transparency and auditability.
7.2.2 Gifts from Private Sector Partners or Individuals
The giving or receiving of gifts may be permitted only when there is a legitimate business purpose, the value and frequency do not exceed the limits prescribed by each company, and such actions do not give rise to conflicts of interest or influence business decisions. Such giving or receiving must be approved in advance in accordance with the authority framework of each company within Siam Kubota Group and must be properly documented to ensure auditability.
7.2.3 Approval and Accounting Records
The giving or receiving of gifts, hospitality, or items of value must be approved in advance in accordance with the authority framework prescribed by each company in all
cases. Such activities must be conducted in a transparent and auditable manner, with complete supporting documentation, and must be accurately and properly recorded in the accounting records to ensure traceability and compliance with Siam Kubota Group’s policies.
7.3 Charitable Donations and Sponsorships
7.3.1 Prohibition of Concealed Bribery
The Group and its personnel are prohibited from making donations or sponsorships intended to disguise bribery or gain improper business advantage. Personal funds may not be used to bypass this prohibition.
7.3.2 Transparency and Documentation
All donations and sponsorships must be transparent and supported by clear documentation stating the purpose, recipient, and value. Payments may not be made in cash or cash equivalent to private individuals.
7.3.3 Due Diligence on Recipients
Before any donation or sponsorship is approved, the following must be confirmed:
The recipient is a legitimate organization with a valid organizational bank account.
No executives or directors have relationships with government officials who influence decisions related to the Group.
The donation does not create expectations of improper benefits or recurring obligations.
The recipient has proven credibility, transparency, and a legitimate track record.
7.3.4 Approval and Record Keeping
All donations and sponsorships must be approved in writing before execution and must be fully and accurately recorded to ensure transparency and auditability.
7.4 Political Contributions and Involvement
Employees and representatives of each company are prohibited from providing political support in any form, including donations or financial benefits, to political parties, politicians, or political office holders, whether directly or indirectly. Such participation is permitted only when performed strictly in a personal capacity and not on behalf of, or for the benefit of, Siam Kubota Group.
7.5 Conflict of Interest
Siam Kubota Group prioritizes transparency, fairness, and decision making based on the best interest of the Group. All personnel must operate in compliance with laws, ethics, and anti-corruption principles to prevent conflicts of interest related to bribery or any improper benefit.
Required Practices:
1) Directors and Executives
Disclose relationships or transactions that may create conflicts of interest, including shareholding, joint ventures, business transactions, or positions with partners or competitors.
Refrain from participating in decisions or approvals where they have personal interest.
Submit related party transactions for review by Senior Executives.
2) General Personnel
Comply with Company rules and the Code of Conduct.
Do not use confidential or sensitive Company information for personal gain.
Avoid activities that may reasonably be perceived as conflicts of interest or linked to bribery.
3) Review and Disclosure
Each company must engage independent auditors to review related party transactions. Such transactions must be disclosed in financial statement notes or annual reports.
4) Enforcement
These guidelines apply to all policies and activities involving giving or receiving benefits within the Group.
Decisions must consider transparency, independence, and the best interest of the Group.
7.6 Employment of Government Officials
Siam Kubota Group is committed to promoting transparency and preventing corruption risks when appointing or engaging individuals who are government officials or former government officials to serve as directors, management, employees, or advisors of any company within Siam Kubota Group, as follows:
7.6.1 Restrictions
Current government officials shall not be employed or engaged if such employment or engagement may create a conflict of interest or result in an undue benefit to any company within Siam Kubota Group. Any appointment or engagement must comply with applicable laws, regulations, and requirements of the relevant government agency. For state-owned enterprises, government representatives shall be appointed in accordance with the requirements of the respective organization..
7.6.2 Cooling Off Period
Former government officers who were previously involved in regulatory functions related to the Group may be hired only after a minimum cooling off period of two years, unless their employment is required for legitimate business purposes and does not create improper benefit.
7.6.3 Due Diligence Requirements
Appointments must undergo a full review of the candidate’s employment history to assess conflict of interest and corruption risks and must comply with rules of the relevant government agencies.
7.6.4 Transparency in Disclosure
Each company must disclose the governmental background of directors, advisors, or executives, both past and present.
7.7 Procurement and Contracting
All procurement and contracting activities must comply with the procedures and approval authorities established by each company.
1) Fairness and Appropriateness
Decisions must be fair to all bidders or service providers.
Pricing, quality, service, and delivery must be evaluated objectively.
Relevant industry and environmental standards must be adhered to.
2) Transparency and Integrity
Procurement processes must be transparent and free from conflicts of interest.
Personnel must not use their authority for personal gain or the benefit of third parties.
All activities must follow Group procurement rules and applicable public and private sector regulations.
3) Prevention of Corruption and Bribery
No employee or representative may offer or accept bribes or items of value during the procurement process.
Complete documentation must be maintained at every stage to ensure full audit trail and compliance with internal audit requirements.
7.8 External Parties Involved with the Organization
7.8.1 Prohibition of Using External Parties for Corruption
Employees shall not use any external parties to commit acts of corruption on behalf of the Company, and shall require all external parties to comply with this policy and the Third Party Code of Conduct.
7.8.2 Contractual Terms with External Parties
Where external parties act or coordinate with government officials on behalf of the Company, contracts shall include at least the following key provisions:
Agreement to comply with the Company’s anti-corruption policy and applicable laws.
Representation that they shall not engage in or be perceived as engaging in bribery or corruption.
Maintenance of accurate and auditable books and records.
Disclosure of necessary information and consent for the Company to conduct inspections, visits, and audits as deemed necessary.
The Company reserves the right to terminate the contract immediately without liability for damages or penalties in the event of any breach of anti-corruption requirements, and the breaching party shall be fully liable for any resulting damages.
7.8.3 Due Diligence
Prior to the appointment of external parties, particularly those engaging with government-related matters, risk assessment and red-flag indicators shall be evaluated, including but not limited to:
Relationships with government officials involving shareholders, directors, executives, or employees.
Unusual payment channels, beneficiary bank accounts, or billing methods.
Requests from government officials to use specific external parties.
Compensation rates and their reasonableness compared with market standards, including advance payments, commissions, or success fees.
Negative news, adverse history, sanctions or blacklists, refusal to sign anti-corruption agreements, or refusal to enter into contracts or use of ambiguous contractual terms.
7.8.4 Approval of External Parties
External parties acting on behalf of each entity within the Siam Kubota Group or engaging with government officials shall be subject to prior approval in accordance with the designated authority levels and shall strictly comply with the contractual terms, this policy, and all applicable governance and control measures established by the Group.
8.Personnel Management
Siam Kubota Group mandates that personnel management must strictly support the prevention and deterrence of corruption, in accordance with the Group’s human resource management framework, disciplinary and punishment measures. The following guidelines apply:
8.1 Recruitment and Selection
Employees selected for employment must possess qualifications and backgrounds that demonstrate a high level of integrity and ethical conduct.
Candidates must not have any history of disciplinary violations or involvement in fraudulent or corrupt activities.
Promotions, performance evaluations, and compensation decisions must be based on fair and merit-based considerations and must align with Siam Kubota Group’s Anti-Corruption Policy.
8.2 Rejection of Corruption
The Company shall not impose any disciplinary action, demotion, or any adverse consequence on personnel who refuse to engage in bribery or any conduct that may be considered corrupt, even if such refusal may result in the Company losing business opportunities.
8.3 Training and Awareness Raising
Each company shall provide continuous training and awareness raising on anti-corruption and anti-bribery policies. All personnel at all levels of Siam Kubota Group must understand the relevant measures, operational guidelines, criteria, requirements, and associated penalties for
non‑compliance with the Anti‑Corruption and Anti‑Bribery Policy. This aims to encourage strict and proper adherence to the policy.
8.4 Policy Communication and Penalties
Each company shall ensure that the anti-corruption policy is communicated and disseminated to all levels of Siam Kubota Group personnel and relevant business partners through various channels, such as code of conduct training and electronic communication platforms within the Siam Kubota Group. In addition, periodic communication shall be provided to inform personnel of each company and relevant business partners about different forms of corruption, potential risks associated with involvement in corrupt practices, whistleblowing procedures, and the penalties for violating the policy. This ensures proper understanding and compliance in alignment with legal requirements, best practices, and the current business environment.
8.5 Disciplinary Responsibility
A violation of the Anti-Corruption Policy shall be deemed a serious disciplinary offense of each company within the Siam Kubota Group.
Each company shall impose disciplinary actions and penalties in accordance with its internal regulations and applicable laws, considering the severity of the violation while ensuring decisions are made fairly and transparently.
9.Whistleblowing and Investigation
Siam Kubota Group has established a whistleblowing policy that defines the procedures and channels for reporting complaints, the process for fact‑finding investigations, as well as the associated disciplinary measures. All personnel of Siam Kubota Group are required not to ignore or disregard any conduct that may constitute fraud or corruption related to the Siam Kubota Group. Personnel are required to report such incidents to their supervisors or the responsible
person and to fully cooperate in any fact‑finding process. Personnel may submit information or whistleblowing reports through the designated complaint channels, as outlined below.
For Employees of the Following Companies:
- Siam Kubota Corporation Co., Ltd.
- Siam Kubota Leasing Co., Ltd.
- Kubota (Lao) Sole Co., Ltd.
- Kubota (Cambodia) Co., Ltd.
- Kaset Inno Co., Ltd.
Complainants may submit the whistleblowing report including evidence to the Whistleblower Committee via the following channels:
Reporting to a trusted superior at any level whom you trust.
Via website of the Whistleblower: https://www.siamkubota.co.th/whistleblower
Via E-mail: [email protected]
For Employees of Kubota Leasing (Cambodia) PLC
Complainants may report concerns or submit whistleblowing information through any of the following company channels:
Reporting to a trusted superior at any level whom you trust.
Via website of the Whistleblower: https://www.siamkubota.co.th/whistleblower
Via E-mail: [email protected]
Reporting to the Compliance Manager via E-mail
For Employees of Siam Kubota Metal Technology Co., Ltd. (SKMT)
Complainants may report concerns or suspected misconduct through any of the following channels:
SKMT Reporting Channels
Google Forms: via QR code scan
E-mail: [email protected]
Kubota Hotline
Mobile Access: kubotaglobalmobile.ethicspoint.com
Online Portal: kubotaglobal.ethicspoint.com
Phone: 1800-013-655
Whistleblower Protection and Non-Retaliation
The Siam Kubota Group has established a policy to protect personnel and related parties who, in good faith, report or raise concerns regarding corruption and bribery in accordance with this policy. This policy is based on the principles of whistleblower protection and strict non-retaliation in all forms, in order to promote a transparent and honest organizational culture and to encourage the reporting of inappropriate conduct without fear of adverse consequences. Individuals who report concerns in good faith shall be afforded the following protections:
Confidentiality: The personal information of whistleblowers, including the details of the complaint, shall be kept strictly confidential and shall be disclosed only to the extent necessary for investigation or legal proceedings, with access limited strictly to authorized persons on a need-to-know basis.
Non-Retaliation: Directors, executives, and employees at all levels are strictly prohibited from engaging in any retaliation, retribution, intimidation, harassment, coercion, discrimination, or any action that may cause adverse consequences to whistleblowers who report in good faith, whether directly or indirectly. Any violation of this prohibition shall be considered a serious disciplinary offense and may result in legal or regulatory liability.
Remediation and Support: In the event that a whistleblower is adversely affected by retaliation, the Siam Kubota Group shall take appropriate and fair remedial actions to address and restore the affected individual, and shall take strict disciplinary or legal action against the responsible parties.
Review and Revision of the Policy
Siam Kubota Group shall review the Anti‑Corruption and Anti‑Bribery Policy as necessary and appropriate, at least once a year, and revise it in the event of any significant changes, to ensure alignment with applicable laws, regulations, and other relevant requirements. Any revisions shall be submitted to the President of Siam Kubota Corporation Co., Ltd. for consideration and approval.
