The “Company” mentioned in this Code of Conduct refers to Bangkok Expressway and Metro Public Company Limited, with an intention that all executives and staff have a responsibility to make an understanding of and comply with the initial guidelines as specified in the Company’s Code of Conduct which covers the following:

•    Convincing, urging, and motivating executives and staff to jointly create value to the businesses.
•    Instilling the confidence in protecting the legal rights for the stakeholders.
•    Adopting honest, transparent and fair treatment towards the stakeholders, together with all related persons.
•    Encouraging all executives and staff to have a responsibility to comprehend and comply with the Code of Conduct, together with relevant policies of the Company to be further formulated.

In the event any operational issues or difficulties arise or it  deem appropriated to be improved,  individuals are obligated to report  to the supervisor within  the established chain of command.

1)    Guidelines for Business Operations

1. The Company rigorously adheres to the laws applicable to its operations and trade businesses, upholding the desirable Code of Ethics in a desirable manner.
2. The Company firmly believes that the business operates with integrity, ethics and virtue represent legitimate and sustainable guidelines. It emphasizes  that the Company’s executives and staff must diligently  fulfill their assigned duties in accordance with the policies set forth by the Board of Directors.
3. The Company is committed to the transparent business operations, ensuring accuracy and precision both internal and external communication. Channels of communication will also be appropriate for each situation and recipient.  The Company will make internal and external communication, publishing and publication, whether verbally or in written, will be conducted in a suitable manner. The Company refrains from disseminating any information that is untrue, distorted, deliberately malicious or intended to discredit a person or a group of persons. Verbal communication of executives and staff must be made in polite language and tone while also remaining respectful to information recipients at all times, considering Company’s good image and reputation.  
4. The Company commits efficiently and effectively management by providing for the good internal control system for taking care of and protecting the whole benefits of the Company, including assessment of various investment projects in an honest, accurate, transparent and principled manner.
5. The Company’s staff at all levels are expected to have a commitment to integrity, complying with the Company’s policies, accounting requirements, internal control principles and principles under professional standards.  Should staff members become aware of any violation of the Company’s rules, regulations or policies leading to corruption or bringing disgrace to the Company, they are obligated to notify their supervisor immediately.
6. The Company conducts its business operations  with due consideration for duties and responsibilities towards the national, religious and monarchical institutions, including laws and morality to which the people have adhered.
7. The Company is determined to create positive atmosphere in the workplace and providing an opportunity to express any opinions or comments and suggestions which are widely beneficial.
8. The Company will not discriminate on the basis of race, religion, gender, marital status or physical disability.

2)    Conflicts of Interest

1. The Company emphasizes that executives and staff must refrain from any act which will give rise to a conflict of interest between their personal interests and the Company’s  in dealing with counterparties and third parties.
2. The Company prohibits executives and staff from disclosing any confidential information of the Company, without prior written permission of the Company, to any third party during the effective employment of the Company or upon termination of the Company’s employment.
3. The Company maintains a policy prohibiting executives or staff to serve as a director or advisor in other companies or business organizations or associates, the Company’s name or not.  In unavoidable circumstances, serving as such a director or advisor must not directly be in conflict with interests or performance of duty, and shall be subject to prior written approval of the Company.  
4. Executives and staff are required to notify the Company in writing if executives or staff and their family members are involved in or hold shares in any business which may benefit or give rise to a conflict of interest with the Company.
5. In the event of unintentionally conflicts of interest arising, executives, staff or related persons must promptly notify to the supervisor within the established chain of command to resolve the situation.

3)    Insider Trading

The Company has prohibited executives and staff from using insider information, particularly material information which has not yet been disclosed to the public under the law governing securities and exchange, along with the regulations of the Stock Exchange of Thailand and any other applicable laws, for the personal interests or for the interests of any third party, which have an effect upon the price or trading of securities of the Company and its related companies.

4)    Commitments to Shareholders

1. The Company will make an effort to create value added to the businesses to ensure its potential for accommodating the business growth and expansion on a continuous basis and create value added to the shareholders in the long run.  
2. The Company has respected the shareholders’ rights to access comprehensive business information for use in assessment of the Company’s management in support of decision to vote in various agenda items of the shareholders’ meeting.  The Company will regularly disclose the operational results, providing accurate and truthful information, and reporting the Company’s financial position to the shareholders. 
3. The Company has formulated  a policy to accurately and completely record accounting transactions in accordance with the accounting standards and applicable laws, as audited by the internal auditor, external auditor and the Audit Committee.
4. The Company is committed to respecting and safeguarding the various rights of shareholders as stipulated by laws. All shareholders will be equitably and fairly treated in accordance with their rights, as stipulated by laws and the Company’s articles of association.  Such rights include rights to attend the shareholders’ meetings, vote, independently express opinions, and receive fair remuneration, etc.
    

5)    Treatment towards Counterparties and Business Contractual Parties

The Company is committed to operating the sustainable businesses in accordance with the Company’s Code of Conduct and legal regulations. This includes the fostering of cooperation, confidence and value to counterparties/business contractual parties throughout the supply chain. The Company upholds the following principles in its business operations with counterparties/ contractual parties , ensuring accuracy and legal protection:

1. Developing a Supplier Code of Conduct that covers all aspects of sustainability to ensure compatible operations with counterparties/business contractual parties, and communicating to counterparties/business contractual parties for them to use it as guidelines for doing business with the Company in a way that will benefit their respective business operations as appropriate, ultimately achieving sustainable business operations together and encouraging them to establish the Supplier Code of Conduct for their own counterparties to promote operations throughout the supply chain and sustainable procurement.
2. Supplying goods and services that adhere to standards and ethics based on clear, transparent, and fair criteria for evaluation and selection of counterparties/contractual parties, by taking into account management of impacts on environment, society, human rights, labor, and business ethics.
3. Ensuring proper, equitable and nondiscriminatory competition and selection, without preventing any participation in business competition.
4. Preparing contracts or agreements in appropriate and standard forms.
5. Implementing for suitable monitoring and control systems to ensure full compliance with conditions of contracts or agreements to prevent any fraud and misconduct in all steps of the procurement procedures. 
6. Paying counterparties/contractual parties in full, on time in accordance with terms of payment as mutually agreed.
7. Evaluating counterparties/contractual parties on a yearly basis using suitable methods to ensure that they have complied with terms and conditions of contracts/agreements, carried out operations which are not detrimental to the environment and biodiversity, as well as respecting human rights and treating labor equitably in accordance with the Supplier Code of Conduct, and informing them of the results of evaluation with suggestions for counterparties/contractual parties to continuously improve the quality of goods and services, while also allowing counterparties/contractual parties to contact the management to make any complaints/whistleblowing if they are unfairly treated. 
8. Refraining from seeking any counterparty’s/contractual party’s confidential information in a dishonest or improper way, such as, paying kickbacks to directors and staff of competitors.
9. Refraining from making a serious accusation against counterparties without factual information.
10. Formulating a policy to maintain its counterparties’/contractual parties’ information confidential for the purpose of fair and independent business operations; refraining from wrongful business operations with counterparties/contractual parties; refraining from offering any bribes or supplying any items to others in exchange for business benefits.
11. Being committed to fair business operations based on decision-making criteria in transparent and auditable comparison of conditions, prices, quality, including services; and whether it would be in any situation, no counterparty/contractual party shall be solicited/claimed for offering or receiving any business benefit.
12. Being determined to develop and maintain the sustainable relationships with counterparties/contractual parties engaging in business which has realized the management of impacts on environment, society, human rights, labor and business ethics; have clear objectives in terms of value of goods and services as suitable with monetary value, technical quality and trust between each other.
13. Being committed to business operations with counterparties/contractual parties which are proper and protected under various laws relating to consumer protection.

6)    Treatment towards Customers

The Company is committed to fostering satisfaction and confidence for customers by continuously developing the Company’s services to deliver quality, safe, convenient, fast, reliable and timely services, as well as exercising its responsibility to customers, keeping information of customers, communicating important and necessary information to customers correctly and sufficiently according to circumstances, communicating and acting in a respectful, attentive, fair, and equal manner, while listening to comments, suggestions, and complaints from customers, including customer satisfaction evaluation to understand their needs and expectations for further continued development in order to satisfy and uphold good, sustainable relationships with customers.

7)    Responsibilities for Executives and Staff

1. The Company regards its staff as valuable assets and crucial contributors to its success. Therefore, the Company treats them fairly based on human rights principles, recognizing their needs in order to strengthen a good relationship between staff and the Company. The Company continuously promotes development of skills and enhancement of potential while also offering career stability and advancement and providing a working environment that is good and safe for staff’s lives and property.
2. The Company has established a policy that mandates executives’ fair treatment towards staff by adhering to human rights and labor principles, laws, as well as rules and regulations.  Staff members will be provided with equal opportunities and fair treatment. 
3. The Company maintains a policy requiring staff must respectfully treat colleagues and third parties with whom they communicate during work, be open-minded rationally, refrain from discriminating or prejudicing against race, religion, national origin, gender, skin color, age, physical ability, sexual orientation, political opinion, status, education, or any other status.  The Company strictly prohibits any conduct in a manner unacceptable or disrespecting the dignity in the workplace, including psychological abuse, discrimination, or sexual harassment as well as the use of gestures, language, or physical contact that is of a sexual nature, coercive, intimidating, insulting, or exploiting.
4. The Company will provide for working environment care to ensure the safety of staff’s lives and property by creating a pleasant working environment. The Company pledges to upholding and respecting the fundamental rights of labor in accordance with the Convention of Labor Standards of the International Labor Organization, including freedom of association, collective bargaining and labor relations, elimination of child labor, prohibition of forced labor, equal opportunity and treatment, occupational safety and health, etc.
5. The Company formulates a policy to determine remuneration for executives and staff at the appropriate and fair rate according to circumstances and job descriptions, performance, operational results of the Company, internal and external training for self-potential development, along with career advancement, participation in activities to strengthen the organization’s internal relationships. The policy also emphasizes ensuring good health and hygiene and safety for their lives and property.  In this regard, work-life balance encourages and supports staff to work efficiently for the Company’s maximum benefit.
6. The Company recognizes the significance of occupational welfare, stability and progress of staff, by requiring staff to receive training on how to work on diversity and inclusion in a workplace that emphasizes non-discrimination and combating all forms of harassment. Staff area also encourage to participate in internal relationship-building activities as regularly held by the Company to cultivate awareness, provide knowledge, and understanding about potential benefits. This approach aims to foster a good culture and atmosphere and promote teamwork. 
7. The Company places high values on adherence to the Code of Conduct.  Failure by staff  to follow this Code of Conduct may impact on consideration of their remuneration and performance assessment.

8)    Treatment towards Business Competitors

1. The Company formulates a policy to fairly, honestly and transparently operate its businesses without making an accusation against or damaging its competitors. Additionally, the Company is committed to refraining from using unethical or improper methods to obtain any competitor’s information or trade secrets.
2. The Company formulates a policy to operate its businesses in competition with its competitors freely and fairly according to the rules and framework outlined in trade competition laws, as the Company is dedicated to refraining from taking any action in violation of domestic and international competition laws.

9)    Corporate Social Responsibility

1. The Company formulates a policy to operate its businesses with social and community consciousness, aiming for sustainable development both on a local and national scale. 
2. The Company places a strong emphasis on the behavior of its executives and staff, expecting them to conduct themselves in a manner that is both desirable and appropriate. They are encouraged to serve as role models in society and to refrain from engaging in activities that may demean or exploit the community.
3. The Company fully expects its executives and staff to refrain from any actions which are contrary to good morals and culture, which persons of ordinary prudence should not act in a manner against customs or traditions or the common sense of ordinary people. 

10)    Environment and Climate Change

The Company realizes the significance of the environment and therefore conducts its businesses alignment with the imperative of safeguarding  the environment. It is committed to continuously develop the environmental management system by giving the importance to recruitment, selection, and resource management, and environmentally friendly counterparties/suppliers. Additionally, the Company has established measures to prevent and control potential pollution from business operations in order to minimize environmental impacts and climate change to as little as possible in practice. Furthermore,  the Company aspires achieve zero greenhouse gas emissions by overseeing compliance with regulations, laws, principles and international standards related to the environment, communicating policies, guidelines, management, efficiency and effectiveness of environmental and climate change management. In pursuit of these objectives,  the Company is committed to educating and fostering awareness among staff, counterparties, suppliers, and partners which are significant along the value chain to ensure active and consistent practices.

11)    Political Activities 

1. The Company is firmly committed to political neutrality, emphasizing strictly compliance with laws and democratic governance.it maintains a policy to refraining from endorsing or providing political assistance to any political parties, politicians, or political groups. 
2. The Company respects its staff and encourages them to exercise their political rights according to the laws as responsible citizens. In full compliance with the law. Staff members have their legal rights to express, participate in, and support political activities beyond the working hours on their own behalf, using their personal resources. Importantly, employee must refrain from undertaking politically- related actions on behalf of the Company in any way, whether inside or outside of the Company’s premises where it can be identified as the Company’s staff or using the Company’s resources to do so, as well as carefully avoiding any actions that could lead to a misunderstanding that the Company is a supporter or sympathizer of any political party.

12)    Gambling, Drinking Alcohol and Drugs

1. The Company formulates a policy to prohibit its executives and staff from possessing, purchasing, selling, transporting, using or drinking alcoholic beverages, intoxicating beverages, drugs or controlled substances (excluding prescription medicine). This prohibition is particularly stringent in the workplace or doing business activities of the Company. 
2. The Company formulates a policy to prohibit its executives and staff from playing or supporting all kinds of gambling activities or vices, particularly during working hours or in the area of the Company.

13)    Disclosure of Information and Confidentiality

1. The Company formulates a policy to manage the Company’s information efficiently, ensuring the disseminate of necessary, accurate and appropriate information to the public on an occasional basis.
2. The Company formulates a transparency and suitable policy to keep the confidential information, designating a responsible  agency in charge. This policy encompasses the  control and management of computer network and software systems.
3. Staff are prohibited from disclosing the Company’s information which has not yet been disclosed to the public.  They are also prohibited from using any information derived from their duty at the Company for their own interests or for others’ interests.
4. This confidentiality mandate extends to encompass personal data of staff, including income, benefit, and medical data.  Such data may be disseminated to those inside or outside of the Company for usage only when absolutely necessary.  Staff whose duties involve with the handling of the personal data must adhere to this policy which requires extreme prudence and strict confidentiality.

14)    The Company’s Assets

1. The Company’s assets include cash, financial instruments, proprietary information, intellectual property, computer program, software, electronic mails, documents, tools, utensils, facilities, vehicles, the Company name, and the Company’s symbols and signs, and materials and equipment. 
2. The Company requires its staff to exercise prudent use of the Company’s assets for the Company’s utmost benefits, not for their own interests.  All staff shall be obligated to take care of and protect the Company’s assets from being lost, damaged, misused, stolen and destroyed. Those obligations not only cover staff’s self-commitments, but also cover concentrated compliance with security procedures and situational awareness for any situations and events which may occur and which may result in loss, stealing or misuse of the Company’s assets.

15)    Gifts and Entertainment

1. In alignment with the Company’s policy on business operations with transparency and fairness, executives and staff are required  to exercise caution to avoid damaging the Company’s reputation. This involves refraining from committing malfeasance or committing any act which may give rise to criticism in terms of integrity and justice. 
2. The Company explicitly instructs its executives and staff to refrain from giving or receiving any item or benefit from any counterparties/contractual parties or persons who have connection with the Company’s businesses.  Exception is made only during festivals or according to established custom, in which case, at the reasonable value as shall be considered by recipient.  Executives and staff who receive gifts in a form of money or object with high value shall inform the supervisor within the chain of command.  Subsequently, the supervisor must then evaluate the situation and take appropriate actions, in order to show honest and transparent intentions.
3. Executives or staff should refrain from offering or receiving excessive entertainment  from any third person which has a business connected with the Company.

16)    Safety and Hygiene

1. The Company place high values on creation of a safe and hygienic working environment under occupational hygiene principles. It is committed to upholding a culture of occupational safety and health in the workplace. Therefore, a Safety Committee is appointed to supervise safety operations, establish measures to prevent occupational accidents and diseases in accordance with laws and standards of occupational safety and health that are nationally and internationally recognized.
2. The Company commits  to proactively prevent accidents, injuries, and illnesses or diseases from working through active cooperation of executives and staff, as well as restricting and managing safety risks arising from working in accordance with normal operational procedures to the lowest level that is practically acceptable.
3. The Company undertakes the responsibility of designing  tools and equipment, setting out practices, providing for training, and supervising operations by taking into account safety for lives and property of staff and that of the Company as a whole.
4. The Company shall provide cooperation with government agencies and other organizations to deal with emergencies or accidents resulting from work operations with rapidity, efficiency and carefulness.
5. The Company shall strictly comply with laws and regulations and will apply international standards on safety management if no laws and regulations are applicable.
6. The Company’s executives and staff have a duty to support the Company’s commitments, express the safety leadership, and promote a culture of occupational safety and  health by strictly adhering to the requirements, and rules and regulations in terms of occupational safety and health, receive training and acknowledge communication on issues relating to occupational safety and health on a regular basis, as well as being able to identify, report and take part in prevention or reduction of risks which may jeopardize the safety and hygiene at the workplace.

17)    Respect for Laws and Human Rights Principles

The Company makes it mandatory for directors, executives and staff to comply with laws and human rights principles, promoting human dignity regardless of race, skin color, sex, gender, vulnerable group or disability, language, religion, society, property, birthplace, political opinion, or other status. The Company emphasizes the realization of their rights, duties and responsibilities towards society and other persons through the following practical guidelines:

1. The Company strictly complies with the laws and human rights principles and does not support any business that violate human rights principles.  A comprehensive human rights inspection process is in place to ensure compliance.
2. The Company treats its staff at all levels equally, without discrimination in terms of employment, remuneration, training and development, appointment, transfer, promotion, employment termination or dismissal. Discrimination based on sex, gender, race, skin color, religion, age, marital status, pregnancy, political opinions, or people with disabilities, etc. is strictly prohibited.
3. The Company allows all staff to enjoy the equal rights to work, health and safety, privacy, freedom of expression, freedom of association and collective bargaining pursuant to the rules, regulations, articles of association, notifications, and orders of the Company.
4. The Company treats all groups of stakeholders, such as customers, counterparties, communities, and society, etc., equally, without discrimination.  It upholds the rights of customers, such as fair treatment of customers, non-violation of personal data of customers; respects rights of counterparties, such as fair treatment of counterparties, transparent procurement, support of compliance with human rights principles of counterparties by promoting cooperation in implementing the Supplier Code of Conduct of the Company; and respects community rights, such as open-mindedness and support of community engagement.
5. The Company opposes all forms of human rights violations throughout the business value chain. This includes discrimination, sexual harassment, and other violations including the use of illegal labor related to human trafficking, the use of forced labor and child labor. Additionally, the Company also ensures the freedom to engage in collective bargaining and the freedom of association for all staff in order to prevent human rights risks in business operations.
6. The Company is committed to conducting the business under human rights principles. It expects all stakeholders within the Company’s business value chain to similarly adhere to these principles. The Company therefore promotes knowledge, understanding and self-conduct in respecting human rights for its staff and stakeholders at appropriate intervals.
7. The Company assesses human rights risks and impacts both within the organization and the business value chain. This is achieved by assigning each work unit the  responsibility to regularly manage its risks. A structure mechanism is in place for receiving complaints or making whistleblowing reports. Importantly, a confidential database is maintained for human rights complainants or whistleblowers in order to protect their safety.
8. The Company has procedures for handling whistleblowing in place. These include identifying the responsible person and operational period, implementing measures for complainant or whistleblower protection; conducting inspections, follow-ups, and punishment measures against those who violate human rights, as well as providing remedial measures for those who have suffered violations under the laws or rules, regulations, and Articles of Association of the Company.
9. The Company arranges for annual disclosure of human rights performance in the Annual Report or Sustainability Report or via website of the Company or other communication channels as appropriate.

18)    Anti-corruption

Corruption is defined as the pursuit of  illegal benefits for oneself or others in all forms, both direct and indirect, including accepting or giving bribes, political assistance, charitable donations, financial support, gift fees, hospitality fees, and other expenses, etc.; this includes instances where the misuse of power, whether by presenting, promising, accepting, requesting, soliciting, giving or receiving a bribe, inducing illegal acts or destroying trust or any action in an undue manner, thereby causing injustice and damage to the Company, economy, and society.  Therefore, declaration of the intention to anti-corruption is considered to be of mutual benefit to everyone. 

1. The Company recognizes and places importance on anti-corruption and prevention of corruption both internally and externally. Executives and staff are mandated to perform works with fairness, honesty, integrity, and transparency in doing business with various agencies under laws.
2. The Company supports the cultivation of awareness among executives and staff to refrain from corruption and realizes the dangers of corruption.
3. The Company will provide training for executives and staff to provide them knowledge about policies and practices on anti-corruption.

19)    Information Security

1. The Company gives priority to information security, considering it an important part in contributing to the efficient and trustworthy of its business operations.  Thus, it is the responsibility and duty of executives, staff, and external parties authorized to access the Company’s information system to make every effort in ensuring the information security of the Company.
2. The Company is dedicated to continuous development of its information security system, aligned with the guidelines outlined in Company’s information security manual. This commitment particularly encompassed the maintenance of the security of information systems and/or cyber, data access control, data encryption control as well as reinforcement of physical and environmental security. This commitment ensures that:

          •    Access to the information system shall be strict to only authorized users. 
          •    The information system provides accuracy, reliability, and confidentiality. 
          •    The information system is always readily available to the users. 
          •    The information security is regularly reviewed. 
 3. The Company encourages its staff to acquired relevant knowledge and skills  and fostering awareness of related information security.

20)    Personal Data Protection

The Company realizes the significance of protecting personal data and recognizes its responsibility in this regards. As a result, the efficient information technology management, collection, processing or use of personal data, including information pertaining to customers, staff or third parties is mandated by the Company strictly for legitimate business purposes and in compliance with the law.  These limitations are implemented to support of work operations, customer care with efficiency, business or commercial activities, and appropriate human resource management. In pursuit of these objective,  the Company’s personnel must handle personal data with caution by collecting, processing, and using personal data as permitted and complying with applicable personal data protection laws. Importantly,  personnel are strictly prohibited from using such data for personal gain or in an inappropriate manner.

21)    Non-Infringement of Intellectual Property

Intellectual property means trademarks, copyrights, patents, inventions, trade secrets, and the know-how, etc.

The Company places significant importance on intellectual property and holds a deep respect for others’ intellectual property, which is considered valuable for business operations and may affect the competitiveness.  To that end, executives and staff are required to keep trade secrets and the know-how used in the business operations of the Company confidential, including monitoring and safeguarding the Company’s intellectual property against unauthorized access, transmission, and illegal use.as Additionally, the is a strong emphasis on respecting and refraining from infringing upon the intellectual property of others. 

22)    Reporting or Whistleblowing 

1. The Company stipulates that executives and staff shall not disregard or neglect any violation of policies and practical guidelines outlined in this Code of Conduct, including other requirements or policies of the Company.  In the instance where the staff have any questions or need advice in a particular case, they are encouraging to consult with their supervisors directly.  If a violation of or conduct which may be construed as a violation of any policies and practical guidelines in the Company’s Code of Conduct is identified, staff have the options to report such instances or blow the whistle on such violation. They can do so by reaching out to their supervisors, directly contact to the Chairman of the Audit Committee or independent directors or engaging with the Company Secretary. Various channels established by the Company are also available for reporting such concerns.
2. The Company will protect the rights of reporters or whistleblowers.  All information shall be treated as confidential.  The reporters or whistleblowers are not required to reveal their identity.  To protect their rights, the Company will withhold their name or any information that may be used to identify them, as well as keeping such information and other documentary evidence confidential, with the exception of those who are in charge of the whistleblowing investigation.

23)    Non-Compliance with the Code of Conduct

A violation of or non-compliance with this Code of Conduct and Code of Business Ethics may not only incur the violator’s liability under the provisions of applicable laws and regulations but, in some case, may also result in the Company’s liability under such applicable laws and regulations.  In case of a violation or non-compliance which gives rise to such effect, the violator may not only be subject to legal punishments but may also face disciplinary actions under the Company’s rules and regulations. Such disciplinary actions may extend to termination without severance pay (to the extent permitted by law and not in contravention of applicable legal provisions).