Business Ethics 

 

Business Ethics Commitment

BJC is committed to conducting business with integrity, transparency, accountability and fairness in accordance with the principles of good corporate governance. We believe that ethical business conduct is fundamental to sustainable business growth, stakeholder confidence and long-term value creation.

 

The Board of Directors promotes a strong ethical culture by approving and periodically reviewing the Company's ethics-related policies, including the Code of Conduct and Anti-Corruption and Bribery Policy, while management is responsible for implementing these commitments throughout the organization. Ethical principles are embedded into our business strategies, operational processes and day-to-day decision-making, fostering a culture of integrity and ensuring responsible business practices across the Group.

 

Our commitment is supported by a comprehensive Business Ethics framework comprising the Code of Conduct, Anti-Corruption and Bribery Policy, Whistleblowing and Speak Up mechanisms, ethics training and awareness programmes, supplier integrity practices, and continuous monitoring and improvement. Together, these elements foster a culture of integrity and reinforce responsible business conduct throughout our value chain.

 

 

Code of Conduct

 

The BJC Code of Conduct establishes the ethical standards and professional behaviours expected of all directors, executives and employees across the Group. It serves as the foundation for ethical decision-making by providing practical guidance on responsible business conduct, helping employees make appropriate decisions when interacting with colleagues, customers, suppliers, business partners and other stakeholders.

 

The Code of Conduct applies to:

Directors :	Responsible for demonstrating ethical leadership and overseeing the Company's ethical culture.
Executives :	Responsible for implementing ethical policies and promoting integrity across all business functions.
Employees :	Required to comply with the Code of Conduct and complete mandatory ethics training.
Contractors :	Expected to comply with applicable Company policies while performing work on behalf of BJC.
Suppliers :	Required to comply with the Supplier Code of Conduct and uphold responsible business practices.
Business Partners :	Expected to conduct business in accordance with BJC's ethical standards.

 

Key Principles of the Code of Conduct

Business Integrity	Conduct business honestly, fairly and ethically.
Conflict of Interest	Avoid situations where personal interests conflict with Company interests.
Anti-Corruption & Bribery	Do not offer, receive or facilitate improper payments or benefits.
Gifts & Hospitality	Provide or accept gifts only in accordance with Company guidelines.
Fair Competition	Comply with competition laws and avoid anti-competitive behaviour.
Human Rights	Respect internationally recognised human rights.
Diversity & Equal Opportunity	Promote an inclusive and respectful workplace.
Information Security	Protect confidential information and Company assets.
Data Privacy	Safeguard personal information and comply with applicable privacy laws.
Financial Integrity	Maintain accurate records and transparent reporting.
Occupational Health, Safety & Environment	Promote a safe, healthy and environmentally responsible workplace.
Responsible Business Conduct	Act responsibly towards customers, suppliers, communities and other stakeholders.

 

Implementation

The Company integrates the Code of Conduct into day-to-day operations through policy communication, mandatory onboarding, periodic training, annual acknowledgement and continuous awareness programmes. The Code is communicated through multiple channels, including orientation programmes for new employees, internal communications, e-learning platforms and management engagement. Employees are expected to acknowledge compliance with the Code of Conduct upon joining the Company and annually thereafter. The Company periodically reviews the Code to ensure its continued relevance and effectiveness. The effectiveness of the Code of Conduct is periodically monitored through internal controls, compliance reviews, employee feedback and ongoing governance oversight.

 

Code of Conduct at a Glance

Indicator	FY2025
Employees covered by the Code of Conduct	100%
New employees receiving Code of Conduct training	100%
Employees completing Code of Conduct training	100%
Annual acknowledgement completed	100%

 

Governance

The Board of Directors approves the Code of Conduct and periodically reviews its effectiveness. Management is responsible for implementation, while compliance is monitored through internal controls, training programmes, whistleblowing mechanisms and internal audit activities. Material ethics issues and significant Code of Conduct breaches are reported through the Company's governance framework to ensure appropriate oversight, accountability and continuous improvement.

 

Objectives of the Code of Conduct

Guide ethical decision-making : Provide clear guidance for employees in making ethical business decisions.

Promote responsible business conduct : Encourage integrity, fairness and accountability throughout the organization.

Strengthen stakeholder trust : Maintain confidence among customers, suppliers, investors and communities.

Support sustainable growth : Integrate ethical principles into long-term business success.

 

 

Anti-Corruption and Bribery

 

BJC maintains zero tolerance towards all forms of bribery, corruption, fraud and other unethical business practices. The Company has established a Group-wide Anti-Corruption and Bribery Policy to prevent, detect and respond to corruption risks across its operations and value chain.

 

The Policy applies to directors, executives, employees and relevant business partners and establishes clear requirements relating to bribery prevention, gifts and hospitality, conflicts of interest, political contributions, charitable donations, sponsorships and third-party relationships. The Company regularly reviews the Policy to ensure alignment with applicable laws, regulatory requirements and international best practices.

 

"No Gift Policy"
BJC promotes a No Gift culture as part of its commitment to preventing bribery and conflicts of interest. Employees are encouraged to politely decline gifts or benefits that may influence business decisions. The No Gift Policy reinforces the Company's commitment to integrity, transparency and the prevention of conflicts of interest throughout business operations.

 

Zero-Tolerance Commitment

BJC maintains zero tolerance towards all forms of :

✔  Bribery

✔  Corruption

✔  Fraud

✔  Facilitation Payments

✔  Improper Benefits

✔  Kickbacks

Employees and business partners are expected to act honestly, transparently and ethically in every business transaction.

 

The Anti-Corruption and Bribery Policy applies to:

• Directors

• Executives

• Employees

• Temporary Employees

• Contractors

• Suppliers

• Business Partners

 

Anti-Corruption Framework

BJC has established a comprehensive Anti-Corruption and Bribery framework that integrates governance, risk management, internal controls and employee engagement to effectively manage corruption risks across the organization. The framework incorporates corruption risk assessments, employee awareness, mandatory training, confidential reporting channels, compliance monitoring, investigation procedures and corrective actions to strengthen ethical business practices and support continuous improvement. The effectiveness of the framework is regularly evaluated through internal audits, management oversight and periodic policy reviews to ensure continued alignment with applicable laws, regulatory requirements and international best practices.

 

Key Control Measures

Corruption Risk Assessment Periodic corruption risk assessments are conducted across business operations, with particular focus on high-risk activities such as procurement, logistics, retail operations and financial transactions.

Gifts and Hospitality Clear requirements govern the offering and acceptance of gifts, hospitality and entertainment to prevent conflicts of interest and inappropriate influence.

Conflict of Interest Employees are required to disclose actual, potential or perceived conflicts of interest to ensure transparency and objective decision-making.

Donations and Sponsorships Charitable donations, sponsorships and political contributions are managed in accordance with Company policies and applicable legal requirements.

Internal Controls Segregation of duties, approval authorities and financial controls are implemented to reduce corruption risks.

Fraud Detection Technology-enabled fraud detection, continuous monitoring and risk-based audits support early identification of suspicious activities.

 

Implementation

The Company implements the Anti-Corruption and Bribery Policy through:

• Mandatory employee onboarding

• Annual policy acknowledgement

• Regular anti-corruption training

• Internal communication campaigns

• Risk assessments

• Internal audits

• Continuous monitoring

• Investigation procedures

• Disciplinary actions

To strengthen awareness, key anti-corruption messages are communicated regularly through internal communication channels, including email, the corporate intranet and awareness campaigns.

 

BJC promotes ethical business conduct throughout its value chain by communicating anti-corruption expectations to suppliers, contractors and business partners. Anti-corruption requirements are incorporated into relevant contractual arrangements and supplier engagement processes to encourage consistent ethical standards across the Company's business relationships.

 

Governance

The Board of Directors approves the Anti-Corruption and Bribery Policy and periodically reviews its effectiveness. Management is responsible for implementation, while oversight is supported through internal controls, risk management processes, internal audit activities and compliance monitoring. Material corruption risks and significant incidents are reported through the Company's governance structure for appropriate oversight and corrective action. The effectiveness of the Anti-Corruption and Bribery Programme is reviewed periodically to identify opportunities for improvement and ensure continued effectiveness.

 

 

Whistleblowing Policy

 

BJC encourages directors, executives, employees, suppliers, contractors and other stakeholders to report suspected misconduct, unethical behaviour, fraud, corruption, violations of the Code of Conduct or applicable laws through secure and confidential reporting channels.

 

The Company is committed to fostering a culture of openness, accountability and integrity by ensuring that concerns raised in good faith are treated fairly, investigated independently and handled with strict confidentiality. Reports may be submitted anonymously where permitted by applicable laws.

 

Employees and stakeholders are encouraged to report:

✔  Fraud

✔  Corruption

✔  Bribery

✔  Conflict of Interest

✔  Harassment

✔  Human Rights Violations

✔  Safety Concerns

✔  Regulatory Non-compliance

✔  Data Privacy Issues

✔  Other unethical conduct

 

Reporting Channels

The Company provides multiple reporting channels to ensure accessibility and confidentiality.

Channel	Available
Email	✔
Telephone / Hotline	✔
Website	✔
Mail	✔
Company Management	✔
Independent Third Party (Malaysia & Vietnam)	✔

BJC provides multiple confidential reporting channels to enable employees and external stakeholders to report suspected misconduct, unethical behaviour, fraud, corruption, violations of the Code of Conduct, or non-compliance with applicable laws and regulations. Reports may be submitted through designated communication channels, including email, telephone, mail and other approved reporting mechanisms. The Company is committed to maintaining secure, accessible and confidential reporting channels that encourage individuals to raise concerns without fear of retaliation. For operations in Malaysia and Vietnam, BJC provides an independent third-party whistleblowing channel, managed by an independent external service provider, to receive reports of suspected misconduct, fraud, corruption and violations of the Code of Conduct. This independent reporting channel strengthens the confidentiality, independence and impartiality of the reporting process, while ensuring that all concerns are handled in accordance with the Company's established whistleblowing procedures.

 

These reporting channels form an integral part of the Company's governance framework, supporting the early identification of concerns, timely investigation and continuous improvement of internal controls.

 

Whistleblower Protection

BJC protects whistleblowers who report concerns in good faith. The Company prohibits retaliation, discrimination or unfair treatment against whistleblowers and maintains strict confidentiality throughout the investigation process. Whistleblowers may choose to remain anonymous where permitted by applicable laws, and access to reported information is restricted to authorized personnel only.

 

BJC protects:

✔  Confidentiality

✔  Anonymous Reporting

✔  No Retaliation

✔  Fair Investigation

✔  Protection from Discrimination

 

Investigation Process

All whistleblowing reports are handled in accordance with the Company's established investigation procedures.

 

Upon receipt, each report undergoes an initial review by the Group Audit Department to assess the nature and credibility of the reported concern. Where appropriate, the matter is escalated to the Investigation Committee, comprising representatives from Human Resources, Group Audit, Legal and the relevant business unit, to conduct an independent and objective investigation.

 

Following completion of the investigation, findings and recommendations are reviewed by management, with significant matters reported to the Risk Management Committee and, where appropriate, to the Board of Directors. Appropriate corrective, disciplinary or legal actions are taken where necessary, while lessons learned are incorporated into internal controls and governance improvements.

 

Governance

The whistleblowing mechanism is overseen by the Group Audit Department with support from Human Resources, Legal and relevant business units. Material cases and investigation outcomes are reported to the Risk Management Committee and, where appropriate, to the Board of Directors to ensure transparency, accountability and appropriate oversight. The effectiveness of the whistleblowing mechanism is periodically reviewed to ensure continued accessibility, confidentiality and effectiveness.

 

Ethics Advice and Guidance

BJC encourages employees and stakeholders to seek advice whenever they have questions or uncertainties regarding ethical conduct, the application of Company policies or responsible business practices. Advice may be obtained through designated compliance officers, Human Resources representatives, supervisors or other appropriate internal functions. These advisory mechanisms support informed decision-making, promote consistent application of Company policies and reinforce a culture of integrity across the organization.

 

 

Ethics Training and Awareness

 

BJC is committed to fostering a strong ethical culture by ensuring that directors, executives and employees understand and uphold the Company's ethical standards in their daily responsibilities.

 

Anti-bribery and anti-corruption training is mandatory for all employees and is delivered through employee onboarding, periodic refresher training and ongoing awareness initiatives. The training covers bribery prevention, conflicts of interest, gifts and hospitality, fraud prevention, reporting obligations and the application of the Company's Anti-Corruption and Bribery Policy.

 

Business ethics, the Code of Conduct, Anti-Corruption and Bribery Policy and Whistleblowing Policy are integrated into employee onboarding programmes, mandatory training and ongoing awareness initiatives. These programmes reinforce responsible business conduct and promote consistent understanding of the Company's ethical expectations across all business units and, where appropriate, relevant business partners.

 

Ethics Training Framework

The Company adopts a structured approach to ethics training that combines mandatory onboarding, periodic refresher training and continuous communication throughout the year. Training programmes are designed to strengthen employee awareness of ethical responsibilities, promote compliance with Company policies and applicable laws, and encourage a culture of integrity and accountability. Training content is periodically reviewed and updated to reflect regulatory developments, emerging risks and evolving business practices. The framework supports the consistent implementation of the Company's ethical standards throughout the organization and contributes to a strong culture of integrity.

 

Training Programmes

New Employee Orientation Mandatory ethics orientation for all new employees.

Code of Conduct Mandatory training covering ethical standards and expected behaviours.

Anti-Corruption and Bribery Training on bribery prevention, conflicts of interest, gifts and hospitality and fraud prevention.

Whistleblowing Guidance on reporting channels, whistleblower protection and reporting procedures.

Refresher Training Periodic refresher programmes to reinforce ethical awareness.

Investigation Workshop Specialised workshops for relevant employees responsible for investigations and fraud prevention.

 

Awareness and Communication

BJC regularly communicates key ethics-related messages through internal communication channels to reinforce ethical behaviour and strengthen employee awareness.

Communication activities include:

• Internal email communications

• Corporate intranet announcements

• No Gift Campaign

• Ethics awareness campaigns

• Policy communication

• Leadership communication

• Ongoing reminders regarding ethical responsibilities

The Company also promotes awareness through onboarding programmes and regular communication of updates to ethics-related policies and guidelines.

 

Training Coverage

Indicator	FY2025
Employees completing Code of Conduct training	100%
New employees receiving ethics training	100%

BJC recognizes that fostering an ethical culture requires more than formal training. The Company reinforces ethical behaviour through leadership engagement, regular communications, policy awareness campaigns and the integration of ethical principles into daily business operations. These ongoing efforts help ensure that integrity, accountability and responsible decision-making remain embedded throughout the organization.

 

Governance

The Human Resources Department is responsible for coordinating ethics training programmes, while management ensures implementation across all business units. The effectiveness of ethics training and awareness programmes is periodically reviewed to ensure continued alignment with Company policies, regulatory requirements and evolving business needs. The effectiveness of ethics training programmes is monitored through training completion records, periodic programme reviews and management oversight to ensure continuous improvement.

 

Leadership Development

Newly appointed directors participate in a structured orientation programme coordinated by the Company Secretary. The programme introduces directors to the Company's governance framework, Code of Conduct, business operations, directors' duties and responsibilities, applicable laws and regulations, sustainability matters and other key governance topics. Each newly appointed director also receives a Board Manual containing governance policies, Board Charter, committee responsibilities and other reference materials to support effective governance and ethical leadership from the commencement of their appointment.

 

 

Ethics Breaches and Disciplinary Actions

 

BJC is committed to maintaining the highest standards of ethical conduct across all business activities. The Company investigates all reported allegations of misconduct promptly, fairly and in accordance with established investigation procedures. Confirmed violations of the Code of Conduct or related policies are subject to appropriate disciplinary measures based on the nature and severity of each case. Investigation outcomes are also used to strengthen internal controls, enhance employee awareness and improve governance processes to prevent similar incidents from recurring and support continuous improvement across the organization.

 

Breach Statistics

Following the continued implementation of the Company's whistleblowing programme and fraud prevention measures throughout 2025, BJC identified a total of 106 substantiated breaches against the Code of Conduct.

 

All substantiated cases were investigated and addressed in accordance with the Company's established investigation procedures and disciplinary measures. Findings from these cases were used to strengthen internal controls, improve fraud detection capabilities and reinforce ethical awareness across the organization.

Reporting Area	FY2025
Substantiated corruption and/or bribery cases	106
Discrimination and harassment	0
Customer privacy data	0
Conflict of interest	0
Money laundering / Insider trading	0
Coverage	100%

*Conflicts of interests relating to cross-board membership, cross-shareholding with suppliers and other stakeholders, existence of controlling shareholders and related parties, their relationships, transactions and outstanding balances.

 

The 106 cases recorded in 2025 represent a decrease of 22 cases (15.9%) compared to 138 cases in FY2024. In addition, during FY2025, BJC received no fines, penalties or convictions related to corruption or bribery. The Company also recorded no material cybersecurity breaches that resulted in personal data compromise or affected individuals during the reporting period.

 

Breach Categories

The substantiated breaches were categorized into three primary types as illustrated below.

The substantiated cases identified during the reporting year were primarily related to theft, embezzlement and fraud. The Company analyses trends arising from these cases to identify root causes, strengthen preventive measures and enhance internal controls.

 

Reporting Methodology :

For reporting purposes, BJC classifies substantiated cases as significant when they result in financial harm of THB 5,000 or more. Since 2022, the Company has focused its public disclosure on significant fraud-related cases, including theft, fraud and embezzlement, to enable consistent reporting and trend analysis. All reported cases are investigated and managed in accordance with the Company's established investigation procedures, while cases below the reporting threshold remain subject to appropriate internal controls and disciplinary measures where applicable.

 

Case Investigation and Corrective Actions

All substantiated cases are investigated by the Loss Prevention Department (LP) in accordance with the Company's established investigation procedures. Investigation findings are communicated to the relevant departments to facilitate corrective actions, strengthen internal controls and enhance compliance with the Company's policies and ethical standards.

 

Where violations are confirmed, appropriate disciplinary measures are applied based on the nature and severity of each case. These measures may include counselling, written warnings, termination of employment or legal proceedings, where appropriate.

 

Lessons learned from investigations are incorporated into internal controls, fraud prevention initiatives, employee awareness programmes and governance improvements to strengthen the Company's ethical culture and reduce the risk of recurrence.

 

Continuous Improvement

BJC continuously enhances its fraud prevention and ethics management programme by incorporating lessons learned from investigations, internal audits and risk assessments. The decrease in substantiated Code of Conduct breaches during 2025 reflects the effectiveness of strengthened fraud detection capabilities, enhanced monitoring processes and increased employee awareness across the organization.

Key initiatives implemented during 2025 included:

• Reinforcement of suspicious behaviour identification and disciplinary training for all branch managers through the Learning & Capabilities Development team.

• Enhancement of internal knowledge systems through additional fraud detection criteria, including void, cancel, delete, return, member card and money deposit transactions.

• Development of additional fraud audit checklists for store visits conducted by the Loss Prevention Department (LP), Operations and Human Resources.

• Knowledge-sharing sessions on significant corruption and fraud cases during weekly Store General Manager meetings and monthly LP Head meetings.

• Whistleblowing awareness campaigns and distribution of awareness materials across all branches and the Head Office.

• Enhancement of fraud detection capabilities through technology-enabled alerts and the implementation of a Continuous Monitoring Programme.

These initiatives strengthen fraud prevention capabilities, improve early detection of suspicious activities and reinforce the Company's culture of integrity and ethical conduct.

 

Key Improvements in 2025

Initiative	Purpose
Suspicious Person Management System (SPMS)	Strengthened fraud detection through advanced analytics and risk monitoring
Continuous Monitoring Programme	Enhanced ongoing surveillance of high-risk activities
Fraud Detection Alerts	Improved early identification of suspicious transactions
Investigation Workshops	Enhanced investigation capability of relevant personnel
Whistleblowing Awareness Campaign	Increased awareness and accessibility of reporting channels

 

 

Supplier Integrity

 

BJC extends its anti-corruption commitment throughout its value chain by communicating ethical expectations to suppliers, particularly critical and significant suppliers.

 

Anti-corruption requirements are incorporated into supplier agreements, while annual supplier training programmes are conducted through both online and face-to-face formats to reinforce understanding of the Company's Anti-Corruption Policy.

 

During 2025, 100% of critical suppliers completed anti-corruption assessments and training, with no violations of the Supplier Code of Conduct identified. BJC also encourages suppliers to establish and implement their own anti-corruption policies, strengthening ethical business conduct throughout the value chain.