CP Wholesale India Pvt. Ltd. (“CPWI/Company”), is committed to the core principles set out in the Charoen Pokphand Group’s Supplier and Business Partner Code of Conduct and hereby adopts the Group’s principles of the Supplier and Business Partner Code of Conduct which is committed to sustainable business growth, in addition to being responsible for communities, societies and the environment.

To achieve this, the organization places emphasis on bringing supply chain management and development into practice for all its supply chains. This Code of Conduct is in accordance with international standards, including the Principles of the United Nations Global Compact (UNGC), in order for suppliers to uphold Charoen Pokphand Group’s social and environmental responsibilities. Therefore, the organization’s current and prospective suppliers are obligated, in all of their activities, to operate in full compliance with all applicable laws; Business Ethics; Human Rights; Occupational Health and Safety; and Environment Management.

To ensure that our relationships with suppliers, business partners, service providers (“Suppliers”) meet and support these expectations, the Company has established this Supplier/Business Partner Code of Conduct (“the Code“) that outlines the minimum standards and requirements expected from all suppliers, business partners (as well as the business partners’ subsidiaries, affiliated companies, subcontractors or sources in the supply chain) to adopt and adhere to when doing business with the Company. The Code is in addition to any related documents and/or any other agreements which business partners have entered into with the Company. By implementing this Code, the Company strives to minimize the level of business risk within the supply chain, build closer relationships with our business partners and safeguard future supply.

The Company values honest and open communication with business partners and believes that transparency is vital to a successful business relationship. In the event of non-compliance, we require our business partners to be committed and engaged in remedying the non-compliance issues within the time schedule set out in the corrective action plan. The Company seeks to continuously improve together with our business partners and help them achieve compliance with the provisions of this Code, while reserving the right to terminate any agreements should a business partner decide that compliance with the requirements of the Code is impossible to obtain or in the event of non-compliance of this Code by the business partner.

2.1 Compliance with Laws and Regulations

Suppliers, Service Providers, Business Partners and all third parties engaged in business with CPWI (“Suppliers”) shall conduct their businesses in compliance with all applicable laws and regulations and in accordance with ethical principles and fair business practices. These include, among others, laws and regulations related to corporate governance, competition, product safety and product liability, occupational health and safety, labor, environment, protection of intellectual property, protection of individual privacy and equality at work. CPWI expects its suppliers to support and respect the protection of internationally proclaimed human rights and to ensure that they are not involved in human rights abuses.

2.2 Product Quality and Safety

Suppliers shall provide high quality, safe and environmentally friendly products and services in accordance with CPWI’s requirements and specifications as agreed.

2.3 Traceability

Suppliers shall develop the necessary procedures to provide evidence of product and service origin and an internationally recognized quality standard of production to CPWI when requested.

2.4 Personal Data, Confidentiality and Intellectual Property

2.4.1 Suppliers shall protect CPWI-owned confidential information in accordance with any agreements entered with the organization, and must not disclose nor make independent use of said information, intentionally or not.

2.4.2 Suppliers shall comply with all applicable national laws and international treaties in force related to intellectual property. This includes respecting trademarks and patents, and refraining from any acts of counterfeiting.

2.5 Child Labor

2.5.1 Suppliers must not employ:

i. Children under 14 years of age or the minimum age of employment permitted by the law of the country or countries where the contracted work takes place, or the age of the end of compulsory education in that country or countries, whichever is higher; or

ii. Persons under 18 years of age for work that, by its nature or the circumstances in which it is carried out, is likely to harm the health, safety or morals of such persons.

2.6 Forced Labor and Abuse of Labor

2.6.1 Suppliers shall not engage in any form of forced or compulsory labor. Human trafficking and exploitation are prohibited.

2.6.2 Suppliers shall prohibit physical, sexual and verbal abuse and all other forms of intimidation or harassment in the workplace.

2.7 Discrimination

Suppliers shall ensure equality of opportunity and treatment in respect of employment and occupation, without discrimination on grounds of race, ethnicity, nationality, religion, age, disability, political views, union membership, gender, gender identity, sexual orientation, familial status or social class, and such other grounds recognized in the national laws of the country or countries where the performance, entirely or in part, of a contract takes place.

2.8 Employment Arrangements, Remuneration and Benefits

2.8.1 Suppliers must ensure that each employment contract is recognized by applicable laws and practices. Suppliers shall provide workers with written and understandable information about their employment conditions and remuneration. This information shall be translated into the worker’s native language.

2.8.2 The remuneration, hours of work and other conditions of work provided by suppliers should not be less than locally comparable conditions for work of the same character performed in the trade or industry concerned in the area where work is carried out. (i.e., as contained in: (i) Collective agreements – a contract between labor and management governing wages, benefits and working conditions or (ii) Applicable laws or regulations)

2.8.3 The Company expects its suppliers to ensure the payment of wages in legal tender, paid regularly no longer than one month, in full and directly to the workers. Suppliers should keep an appropriate record of such payments. Any deductions are allowed only under conditions and to the extent of applicable law, and suppliers must inform the workers of such deductions at the time of each payment. Wages should be high enough at least to meet workers’ basic needs and to provide some discretionary income.

2.8.4 Suppliers shall comply with applicable laws on regular working hours and overtime hours, in addition to supervising the number of overtime hours accordingly. Suppliers shall permit workers at least one rest day for every seven-day period.

2.9 Occupational Health and Safety

2.9.1 Suppliers shall provide their employees/workers with a safe, secure and hygienic working environment. Suppliers shall put in place procedures to minimize risks to employees/workers and to prevent accidents and injury, including providing employees/workers with appropriate safety equipment that is maintained in accordance with relevant standards and manufactures’ recommendations.

2.9.2 Suppliers shall provide employees/workers with access to clean toilet, washing facilities, drinking water and sanitary facilities for food storage. Any accommodation provided shall be clean, safe and meet the employees’/workers’ basic needs.

2.10 Land Rights

CPWI does not tolerate the forcible acquisition of land. Suppliers shall acquire land with the free, prior and informed consent of all communities. Suppliers shall respect the rights of communities and indigenous people to maintain traditional access to land and resources.

2.11 Environmental Management

Suppliers should, wherever possible, support a precautionary approach to environmental matters, undertake initiatives to promote greater environmental responsibility and encourage use of environmentally friendly technologies implementing sound life-cycle practices. Suppliers should promote efficient water, energy and waste management within their facilities.

2.12 Responsible Sourcing

Suppliers shall exercise due diligence in selecting their own suppliers and subcontractors to ensure responsible sourcing throughout the supply chain. In particular, suppliers shall not source raw materials or components from organizations or individuals linked with illegal activities, human rights abuses or terrorism.

2.13 Business with Integrity

2.13.1 Suppliers shall disclose their financial performance clearly and verifiably in accordance with accounting principles appropriate to the supplier’s size, nature and form of its business.

2.13.2 All business and commercial dealings are to be performed transparently and recorded accurately in the supplier’s books and records. Neither supplier nor any of its employees shall participate in money laundering. Suppliers shall establish appropriate information security controls to ensure that no confidential information in the supplier’s possession related to CPWI is used to engage in or support insider trading.

2.13.3 Suppliers shall comply with all applicable economic sanctions and export controls.

2.14 Conflicts of Interest

Suppliers are expected to disclose to CPWI:

2.14.1 Any situation that appears as a conflict of interest; and

2.14.2 Any situation where any CPWI employee may have an interest of any kind in the supplier’s business or any kind of economic, familial or personal ties with the supplier.

2.15 Anti-Bribery and Corruption

2.15.1 CPWI expects its suppliers to follow the highest standards of moral and ethical conduct, to respect applicable laws and not engage in any form of corrupt practices, including but not limited to extortion, fraud, or bribery. The Companydoes not tolerate any form of bribery or corruption in any of its business activities.

2.15.2 Any business entertainment carried out by suppliers must be reasonable and solely for the purpose of maintaining good business relations. Gifts, entertainment, hospitality and travelling expenses must be kept within reasonable limits and must never be given or taken in the expectation of exchanging any advantages in return.

2.15.3 Suppliers shall implement their own policies and procedures to prevent corruption among their employees. Suppliers shall regularly monitor and review the operation of these policies and procedures and provide anti- corruption training to their employees.

3.1 Communications and Training

Suppliers shall communicate the contents of this Code to their employees, subcontractors and their own suppliers to enhance ethical and sustainable sourcing processes throughout the supply chain. Suppliers should provide training to their employees, subcontractors and their own suppliers on specific parts of this Code, as appropriate.

3.2 Management of the Code

3.2.1 CPWI expects that its suppliers will establish, implement and maintain appropriate management systems (including policies, procedures, communications, due diligence processes and control systems) to apply this Code of Conduct, and that they actively review, monitor and modify their management processes to ensure their business operations and supply chains align with the principles set out in this Code of Conduct.

3.2.2 Suppliers must be able to demonstrate compliance with this Code upon request of CPWI. To review the progress of suppliers and subcontractors in implementing this Code of Conduct, CPWI may take various supporting initiatives, for example:
a) Self-certify that they comply with the Code of Conduct; or
b) Conducting through internal departments or independent third parties, audits, on-site evaluations and inspections of supplier facilities and those of their subcontractors to ensure their compliance with this Code. Suppliers shall cooperate in all respects.

3.2.3 Suppliers are expected to comply with all applicable laws, regulations, contractual agreements and generally recognized standards.

3.2.4 Where deficiencies are identified, CPWI may request Suppliers to present improvements and corrective action plans.

3.3 Reporting Concerns

3.3.1 Suppliers shall provide their staff/workers with a suitable procedure for raising any concerns they have regarding compliance with this Code, or with applicable laws and regulations. That procedure shall be transparent and easily understandable, and shall protect staff/workers from retaliation.

3.3.2 Suppliers must report to CPWI any situations or incidents which may affect supplier’s compliance with this Code, including dishonesty, fraud, corruption, human rights and labor concerns, environmental damages or any other unethical behavior. All reports will be dealt with by the Company confidentially.

3.4 Termination of Supplier Contract and Blacklisting

Suppliers who fail to adhere to the Code, or who fail to adhere to a corrective action plan, risk termination of their supply agreement in accordance with its terms. If serious non-compliance with this Code is discovered, whether on the part of a current or prospective Supplier, CPWI reserves the right to blacklist.

4.1 Company will monitor the effectiveness and review the implementation of this Supplier/Business Partner Code of Conduct, considering its suitability, adequacy and effectiveness.

4.2 Company reserves the right to vary and/or amend the terms of this Code of Conduct from time to time.

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