CORPORATE GOVERNANCE
การกำกับดูแลกิจการ
การกำกับดูแลกิจการ
Whistleblowing Policy
Thai Wacoal Public Company Limited
The Board of Directors is committed to conducting business with integrity, transparency, and accountability in accordance with the principles of good corporate governance. Accordingly, the Company has established a Whistleblowing Policy to provide all stakeholder groups with channels for reporting concerns or complaints. The policy also sets out the procedures for handling such reports and complaints, as well as measures to protect whistleblowers and complainants, to ensure that the process is clear, transparent, and fair. .
1. Scope of Whistleblowing or Complaints
A whistleblower or complainant may report concerns or complaints regarding significant matters that may adversely affect the Company, as follows:
| 1.1 | Practices in conflict with or suspected breach of laws, wrongdoing of rules, regulations, the company's articles of association, and workplace regulations. |
| 1.2 | Practices in conflict with or suspected of non-compliance with the good corporate governance policies, Business Ethics, or the Code of Conduct for Directors, Executives, and Employees. |
| 1.3 | Fraud, irregularities in the financial reports, the preparation of false financial documents. |
| 1.4 | Engaging in bribery or any conduct that may indicate corruption or misconduct. |
| 1.5 | Rights being violated or treated unfairly. |
| 1.6 | Any actions seen as a conflict of interest. |
| 1.7 | Any matters that may pose a problem, causing damage to the Company, or have a negative impact or adverse effect on the best interests, as well as the overall reputation and image of the Company. |
2. Eligible Persons for Whistleblowing or Complaints
Directors, executives, and employees of the Company at all levels, including external parties,business partners, persons associated with the Company business, or any individuals who become aware of suspected misconduct within the scope specified in Section 1, may report such concerns or complaints to the Company.
3. Whistleblowing or Complaint Channel
Any person who has witnessed, possesses evidence of, or has reasonable grounds to believe in good faith that a director, an executive, or an employee of the Company has engaged in the conduct described in Section 1, or has participated directly or indirectly in such conduct, may report concerns or complaints regarding such conduct as follows: :
| 3.1 | Report concerns or complaints verbally or in writing to the direct supervisor. If no action is taken, the matter may be reported to the next higher-level supervisor or the Director of Human Resources Division. |
| 3.2 | Report concerns or complaints by registered mail to the Audit Committee, the Director of Human Resources Division, the Director of Internal Audit Office, the Chairman of Anti-Corruption Working Group, or the Company Secretary at the following mailing address: |
Thai Wacoal Public Company Limited
132 Soi Charoenrat 7, Bangkhlo, Bangkholaem, Bangkok 10120
| 3.3 | Report concerns or complaints by email or telephone. The contact details are as follows: |
| Agencies | Telephone Number | E-mail Address |
|---|---|---|
| Audit Committee | - | auditcommittee@wacoal.co.th |
| Human Resources Division | 0-2289-3100 Ext. 490 | hr@wacoal.co.th |
| Internal Audit Office | 0-2289-3100-9 Ext. 207 , 0-2291-0591 |
audit@wacoal.co.th |
| The Anti-Corruption Working Group | 0-2289-3100-9 Ext. 385 | cac@wacoal.co.th |
| Company Secretary | 0-289-3100-9 Ext. 331 | secretariat@wacoal.co.th |
| 3.4 | both directly and indirectly, the whistleblower should be submitted directly to the Audit Committee. |
| 3.5 | In the event that the whistleblower or complainant chooses not to disclose his or her identity, sufficient detailed facts or clear documentary evidence must be provided to demonstrate reasonable grounds to believe that misconduct has occurred. |
4. Fact-Finding Investigation Procedures
| The Company shall receive and handle all whistleblowing reports and complaints in an equitable, transparent, and fair manner. Systematic and fair measures shall be in place to protect whistleblower or complainant, and their information shall be kept strictly confidential by the Company. The details of the fact-finding investigation procedures are as follows: | |
| 4.1 | Whistleblowing or complaint recipient shall collect and verify the information and evidence, conduct a fact-finding investigation, and summarize the findings. The recipient may assign trusted persons or divisions to carry out such duties. However, the person conducting the investigation must have no conflict of interest in the matter reported or complained of. |
| 4.2 |
Whistleblowing or complaint recipient, or the person or division assigned to conduct fact-finding investigations, shall have the authority to request relevant persons to provide information and to obtain documents and evidence from the relevant parties. They shall submit an investigation report, together with recommendations on appropriate disciplinary actions or measures to mitigate any damage and provide fair remedies to affected persons, to the Managing Director for approval. In the event that the subject of the complaint is a Director or an executive Director, the whistleblowing or complaint recipient shall report the matter to the Chairman of the Board of Directors or the Chairman of the Audit Committee, who shall appoint an investigation committee. The investigation committee shall report the investigation results and submit recommendations on appropriate disciplinary actions or measures to mitigate any damage and provide fair remedies to affected persons to the Chairman of the Board of Directors or the Chairman of the Audit Committee for approval. |
| 4.3 |
In the event that the whistleblower or complainant discloses his or her identity, the results of the investigation shall be communicated to such person. In case of whistleblowing or complaint relating to corruption, the matter shall be handled in accordance with the Company’s Regulations on Compliance with the Anti-Corruption Policy. |
5. Whistleblower and Complainant Protection Measures
| 5.1 | The whistleblower, complainant or informant may choose not to disclose his or her Identity if such disclosure may compromise his or her safety or result in any loss or damage. |
| 5.2 | The Company shall keep all relevant information confidential and shall maintain the confidentiality of the information and identity of the whistleblower, complainant, or informant by limiting access solely to those responsible for the investigation, with due regard to the safety of the whistleblower, complainant, or informant except where disclosure is required by law. Any person who intentionally discloses such information without authorization shall be subject to disciplinary action and/or legal proceedings by the Company. |
| 5.3 | The Company shall prevent any threats or harassment against whistleblowers, complainants, or informants and shall impose disciplinary actions on any person who threatens or harasses them. |
| 5.4 | The Company shall provide special protection to whistleblowers, complainants, or informants commensurate with the severity of the circumstances. |
| 5.5 | In the event that an investigation concludes that no misconduct has occurred as reported or complained of, the Company shall not impose any disciplinary action on, demote, or take any action that may adversely affect the employment of a whistleblower, complainant, informant, or any person who cooperates in the fact-finding investigation, provided that the report, complaint, or information was made in good faith, even if such action causes the Company to lose any benefits. Furthermore, any person who suffers loss or damage as a result of the matter shall be provided with appropriate and fair remedies. |
| 5.6 | In the event that there is clear and sufficient evidence that a whistleblowing report, complaint, or information has been made or provided in bad faith, resulting in damage to the person complained of or the Company, the Company shall conduct an investigation and impose disciplinary actions and/or take legal action in accordance with applicable laws. |
| 6.1 | The Company shall impose penalties on directors, executives, and employees who commit misconduct, threaten or harass others,ignore misconduct, or violate or fail to comply with applicable laws,the company's Articles of Association,and workplace regulations. Penalties shall be determined according to the severity of the violation, ranging from a written warning to dismissal or removal from position, and may include civil and criminal liability in accordance with applicable laws. |
| 6.2 | In the event that a business partner or any person associated with the company's business fails to comply with the company's policies and business conduct procedures, whether by committing misconduct, ignoring misconduct, or providing false information, the Company may consider terminating its contract with such party. |
| The Company shall review this policy on a regular basis, at least annually, or as appropriate, to ensure that it remains consistent with applicable laws, rules, regulations, the company's Articles of Association, workplace regulations, and business requirements. | |
| The Whistleblowing Policy has been approved by the Board of Directors’ meeting no.6/2026 on July 23, 2026, and shall take effect from August 1, 2026 onwards, and the Whistleblowing Policy dated December 1, 2023, shall be repealed. |
