1. Introduction

This Anti-Bribery and Corruption Policy outlines the foundational principles and procedures to ensure compliance with relevant local laws and international standards. This policy applies to all employees, third parties, and stakeholders associated with Legal Unit Company Limited.

2. Applicable Laws and Standards

Legal Unit Company Limited is committed to complying with all applicable local laws, including:

• Organic Act on Anti-Corruption B.E. 2561 (2018)

• Public Procurement and Supplies Administration Act, B.E. 2560 (2017)

• Act on Offenses Relating to the Submission of Bids to State Agencies B.E. 2542 (1999)

In addition to these Thai laws, the Firm strives to accommodate and adhere to extra duties and standards based on foreign regulations, such as the US Foreign Corrupt Practices Act (FCPA), European, and UK Bribery Act. This commitment ensures that the Firm's operations meet the highest standards of integrity and compliance globally.

3. Definitions

Bribery is offering, giving or receiving anything of value with the intention of inducing a person to act or to reward a person for having acted. It is important to understand that a corrupt act has occurred even if:

·       A bribe does not succeed.

·         A person authorizes or provides direction for a bribe, but no bribe is ultimately offered or paid.

“Anything of value” includes, but is not limited to:

·       Cash, cash equivalents (such as gift certificates/cards), stock, personal property and assumption or forgiveness of a debt.

·       Gifts, meals, entertainment and travel – Any corporate travel, gifts, entertainment and meals must be proportionate to the occasion and comply with the gift & entertainment policy/standards applicable to your location.

·       Political contributions.

·       Charitable contributions – if made to a charity at the direct request of a government official or private business partner, it could be considered an indirect bribe made in order to obtain or retain business or to secure other improper business advantage.

·       Job offers or internship awards – offers to Government Officials (or their relatives) can present a risk of violating anti-bribery or anticorruption laws and regulations. Compliance must be consulted prior to making such offers.

Corruption is dishonest or fraudulent conduct by those in power, typically involving bribery.

4. Firm's Direction on Bribery and Corruption

Legal Unit Company Limited adopts a zero-tolerance approach to bribery and corruption. This stance is central to our corporate ethics and integrity framework, reflecting our commitment to maintaining the highest standards of conduct in all our operations.

5. Communication from Senior Leadership

Senior leadership is committed to a zero-tolerance approach to bribery and corruption. Regular, strong, and visible communications from senior leadership to all staff and third parties emphasize the importance of compliance with anti-bribery and corruption laws.

6. Two-Way Communication Channels

The Firm not only ensures strong communication from top management but also implements direct channels for employees and stakeholders to communicate back to the management. This includes:

• Reporting Suspicious Activities: Employees and stakeholders can report any suspicious activities directly to senior management.

• Channels for Concerns: A structured channel is available for employees and stakeholders to express their concerns regarding potential misconduct or compliance issues.

7. Internal Controls and Processes

To support compliance with Anti-Bribery and Corruption laws, the Firm implements and maintains robust internal controls and processes, including:

• Conflicts of Interest Policy

• Gifts and Hospitality Policy

• Financial Authorities and Controls

• Records Management

8. Annual Risk Assessment

The Firm will perform an annual risk assessment to effectively identify and evaluate exposure to bribery. This assessment helps in understanding the specific risks faced by the Firm and in implementing appropriate measures to mitigate these risks.

9. Periodic Review and Evaluation

The Firm will conduct periodic reviews and evaluations of its anti-bribery measures and their effectiveness. This ensures that policies and procedures remain current and effective in preventing bribery and corruption.

10. Designation of a Compliance Officer

The Firm designates a senior leader or compliance officer with the authority and responsibility to oversee compliance with this policy. This person ensures the implementation and effectiveness of anti-bribery and corruption measures.

1. Introduction

In the event of non-compliance or difficult situations related to bribery and corruption, the following SOPs will guide the Firm’s actions. These procedures are designed to mitigate risks, resolve issues effectively, and maintain compliance with all applicable laws and standards.

2. Identification and Reporting

• Immediate Reporting: Any employee or stakeholder who identifies or suspects a non-compliance situation must report it immediately using the designated communication channels.

• Confidentiality: All reports will be treated confidentially, and reporters are protected from retaliation.

• Communication Channels: 1/7, Soi Ramkhamhaeng 15 (Weeraphon), Ramkhamhaeng Road, Hua Mak Sub-district, Bangkapi District, Bangkok Thailand 10240

Email: compliance@legalunit.co.th

Telephone: 02 096 6564 (Monday - Friday 9.30 am to 6 pm)

and any other channels that may be designated in the future.

3. Initial Assessment

• Compliance Officer's Role: The Compliance Officer will conduct an initial assessment of the reported situation to determine the severity and potential impact.

• Documentation: All details of the non-compliance situation must be documented thoroughly.

4. Investigation

• Forming an Investigation Team: A team comprising legal, compliance, and relevant departmental representatives will be formed to investigate the situation.

• Investigation Process: The team will follow a structured investigation process, including interviews, document reviews, and gathering evidence.

• Interim Measures: If necessary, interim measures will be taken to prevent further non-compliance during the investigation.

5. Action Plan

• Root Cause Analysis: The investigation team will perform a root cause analysis to understand the underlying factors contributing to the non-compliance.

• Corrective Actions: Based on the analysis, corrective actions will be implemented to address the root cause and prevent recurrence.

• Disciplinary Measures: Appropriate disciplinary actions will be taken against individuals found responsible for the non-compliance, in accordance with the Firm policies and regulations.

6. Communication and Reporting

• Internal Communication: The results of the investigation and the action plan will be communicated to senior management and relevant stakeholders.

• Regulatory Reporting: If required, the Firm will report the non-compliance situation to relevant regulatory authorities in accordance with applicable laws.

7. Monitoring and Follow-Up

• Implementation Monitoring: The Compliance Officer will monitor the implementation of corrective actions to ensure they are effective.

• Follow-Up Assessments: Periodic follow-up assessments will be conducted to verify the long-term effectiveness of the measures taken.

8. International Standard Practices

To mitigate non-compliance situations effectively, the Firm adopts the following international standard practices:

• ISO 37001 Anti-Bribery Management System: Implementing and maintaining an ISO 37001 compliant management system to systematically prevent, detect, and respond to bribery.

• Due Diligence: Conducting thorough due diligence on third parties, including clients, vendors, and partners, to identify and mitigate bribery risks.

• Continuous Training: Providing ongoing training to employees and stakeholders on anti-bribery and corruption policies and best practices.

• Regular Audits: Performing regular internal and external audits to assess the effectiveness of anti-bribery controls and identify areas for improvement.

• Whistleblower Protections: Ensuring robust whistleblower protections to encourage reporting of non-compliance without fear of retaliation.

By following these SOPs and adopting international best practices, Legal Unit Company Limited aims to maintain a robust anti-bribery and corruption framework, ensuring compliance and integrity in all its operations.

1. Introduction

The Client Due Diligence Policy outlines the principles and procedures Legal Unit Company Limited follows to assess and manage risks associated with clients. This policy ensures compliance with relevant laws and international standards, and it applies to all employees and stakeholders involved in client relationships.

2. Policy Statement

Legal Unit Company Limited is committed to conducting thorough due diligence on all clients to identify and mitigate potential risks, including bribery, corruption, and other financial crimes. This policy aims to protect the Firm’s integrity and reputation.

3. Objectives

• To verify the identity of clients.

• To understand the nature and purpose of the client’s business.

• To identify and assess the risks associated with clients.

• To ensure ongoing monitoring of client relationships.

4. Applicable Laws and Standards

This policy complies with local and international laws and standards, including:

• Organic Act on Anti-Corruption B.E. 2561 (2018)

• Public Procurement and Supplies Administration Act, B.E. 2560 (2017)

• US Foreign Corrupt Practices Act (FCPA)

• UK Bribery Act

• European Anti-Money Laundering Directives

5. Scope

This policy applies to all new and existing clients, and it covers all stages of the client relationship, from initial engagement to ongoing monitoring.

1. Client Onboarding Process

1.1    Initial Contact:

o    Collect basic information about the potential client (name, address, business type, etc.).

o   Explain the due diligence requirements and process to the client.

1.2    Risk Assessment:

o   Perform a preliminary risk assessment based on the client’s industry, geographic location, and the nature of the business relationship.

o   Assign a risk rating (low, medium, high) to the client.

1.3    Inspection Period:

o   Depending on the client's risk assessment as follows:

Low --> Pre-contract Inspection Period
Medium --> Pre-contract and post-contract Inspection Period
High --> Pre-contract and post-contract and Periodic reviews throughout the contract

1.4    Identity Verification:

o   Collect and verify identification documents (e.g., government-issued IDs, business registration certificates).

o   Use reliable and independent sources for verification.

1.5    Beneficial Ownership:

o   Identify the beneficial owners of the client, especially for corporate clients.

o   Verify the ownership structure and ensure transparency.

1.6    Enhanced Due Diligence (EDD) for High-Risk Clients:

o   Conduct more detailed checks for high-risk clients, including adverse media searches, litigation history, and politically exposed persons (PEPs) screening.

o   Obtain additional information on the client’s source of funds and business activities.

1.7    Sanctions and PEP Screening:

o   Screen the client against international sanctions lists and databases of PEPs.

o   Document any matches and take appropriate actions.

1.8    Approval Process:

o   Compile a due diligence report summarizing the findings.

o   Submit the report to the compliance officer or designated senior management for review and approval.

2. Client Monitoring and Ongoing Due Diligence

2.1    Periodic Reviews:

o   Conduct periodic reviews of existing clients based on their risk rating.

o   Update client information and reassess risk levels regularly.

2.2    Transaction Monitoring:

o   Monitor client transactions for unusual or suspicious activities.

o   Investigate and report any red flags to the compliance officer.

2.3    Trigger Events:

o   Perform additional due diligence if trigger events occur, such as significant changes in ownership, business activities, or adverse media reports.

3. Documentation and Record-Keeping

3.1    Document Retention:

o   Maintain detailed records of all due diligence activities, including risk assessments, verification documents, and monitoring activities.

o   Retain records for a minimum of five years after the end of the client relationship.

3.2    Confidentiality:

o   Ensure that all client information and due diligence records are kept confidential and secure.

o   Access to due diligence records should be restricted to authorized personnel only.

4. Training and Awareness

4.1    Employee Training:

o   Provide regular training to employees on client due diligence procedures and compliance requirements.

o   Ensure employees understand their roles and responsibilities in the due diligence process.

4.2    Continuous Improvement:

o   Stay updated on changes in laws and regulations related to client due diligence.

o   Regularly review and update the due diligence policy and SOPs to ensure they remain effective and compliant with current standards.

By following this Client Due Diligence Policy and SOP, Legal Unit Company Limited aims to effectively manage client-related risks, ensure compliance with applicable laws, and maintain the highest standards of integrity and professionalism.

1. Introduction

This Gifts and Hospitality Policy is designed to regulate the giving and receiving of gifts and hospitality to avoid any improper influence on business decisions and to ensure compliance with anti-bribery and corruption laws.

2. Policy Statement

Legal Unit Company Limited strictly prohibits the giving or receiving of gifts and hospitality that could be perceived as an attempt to influence business decisions or gain an improper advantage.

3. Guidelines

• Permissible Gifts and Hospitality: Must be reasonable, proportionate, and in line with the Firm’s values.

• Prohibited Gifts and Hospitality: Those that create a conflict of interest or appear to be a bribe.

• Approval Process: All gifts and hospitality must be documented and approved according to the Firm’s procedures.

4. Annual Risk Assessment

The Firm will perform an annual risk assessment to identify and evaluate the risks associated with gifts and hospitality. This assessment helps ensure that policies and procedures are effectively mitigating these risks.

5. Periodic Review and Evaluation

The Firm will conduct periodic reviews and evaluations of its gifts and hospitality measures and their effectiveness. This ensures that the guidelines remain relevant and effective.

1. Introduction

This Conflicts of Interest Policy outlines the processes for identifying, managing, and resolving conflicts of interest to maintain the integrity of Legal Unit Company Limited.

2. Policy Statement

Employees and stakeholders must avoid situations where personal interests conflict, or appear to conflict, with the interests of the Firm.

3. Definitions

A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the Firm. Personal interests include direct interests, as well as those of family, friends, or other organizations a person may be involved with or have an interest in (for example, as a shareholder).

It also includes a conflict between a board member’s duty to the Firm and another duty that the board member has (for example, to another firm). A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

Related party transactions can lead to perceived, potential, or actual conflicts of interest. Conflicts of interest may arise when a related party (for example, close family of a board member) has an interest that can conflict with the best interests of the Firm.

These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the Firm. Therefore, these situations must be managed accordingly.

4. Guidelines

• Disclosure: All potential conflicts of interest must be disclosed promptly.

• Management: Conflicts will be managed to ensure they do not affect the Firm’s decisions.

• Resolution: Procedures are in place to resolve conflicts in a fair and transparent manner.

5. Annual Risk Assessment

The Firm will perform an annual risk assessment to identify and evaluate potential conflicts of interest. This assessment ensures that the policies and procedures in place are adequate to manage and mitigate these risks.

6. Periodic Review and Evaluation

The Firm will conduct periodic reviews and evaluations of its conflicts of interest measures and their effectiveness. This ensures that the guidelines remain relevant and effective.

7. Communication Channels

1/7, Soi Ramkhamhaeng 15 (Weeraphon), Ramkhamhaeng Road, Hua Mak Sub-district, Bangkapi District, Bangkok Thailand 1024

Email: compliance@legalunit.co.th

Telephone: 02 096 6564 (Monday - Friday 9.30 am to 6 pm)

and any other channels that may be designated in the future.

1. Introduction

This Confidential Reporting and Investigation Policy establishes the procedures for confidentially reporting potential misconduct and ensuring thorough internal investigations.

2. Policy Statement

Legal Unit Company Limited encourages employees and stakeholders to report any suspicious activities or misconduct without fear of retaliation.

3. Reporting Channels

• Confidential Reporting: Channels are available for anonymous reporting.

• Investigation Process: Prompt and thorough investigations will be conducted.

• Protection: Individuals reporting in good faith are protected from retaliation.

4. Annual Risk Assessment

The Firm will perform an annual risk assessment to identify and evaluate the effectiveness of confidential reporting and investigation processes. This ensures that any potential gaps or weaknesses are addressed promptly.

5. Periodic Review and Evaluation

The Firm will conduct periodic reviews and evaluations of its confidential reporting and investigation measures and their effectiveness. This ensures that the processes remain relevant and effective.

1. Introduction

This Training and Continuous Advice Policy outlines the Firm’s commitment to providing ongoing training and advice on anti-bribery and corruption matters.

2. Policy Statement

Legal Unit Company Limited is committed to ensuring that all employees are well-informed and regularly trained on anti-bribery and corruption policies and procedures.

3. Training Programs

• Periodic Training: Regular training sessions for all employees.

• Continuous Advice: Ongoing support and advice are available to ensure compliance.

• Updates: Regular updates on changes in laws and best practices.

4. Annual Risk Assessment

The Firm will perform an annual risk assessment to evaluate the effectiveness of training and continuous advice programs. This ensures that the training content remains relevant and effective in addressing the identified risks.

5. Periodic Review and Evaluation

The Firm will conduct periodic reviews and evaluations of its training and continuous advice measures and their effectiveness. This ensures that the training programs remain current and effective.