Corporate Governance

Prudential Group Summary Anti-Bribery and Corruption Policy: covering the giving and acceptance of bribes

Introduction

Prudential values its reputation for ethical behaviour and for financial probity and reliability. It recognises that over and above the commission of any crime, any involvement in bribery will also reflect adversely on its image and reputation. Its aim therefore is to limit its exposure to bribery by:

• Setting out a clear Anti-Bribery & Corruption Policy;

• Training employees so that they can recognise and avoid the use of bribery by themselves and others;

• Encouraging its employees to be vigilant and to report any suspicion of bribery, providing them with suitable channels of communication and ensuring sensitive information is treated appropriately;

Prudential plc absolutely forbids corruption and the paying or receipt of bribes for any purpose.

The Policy

Bribery – Bribery is the offering, promising, giving, solicitation or the receipt or agreement to receive any financial or other advantage, or any other inducement from any person or company, (wherever they are situated and whether they are a public official or body, or a private person or company), by an individual employee, agent or other person or body acting on another’s behalf.

Corruption – Corruption is the abuse of entrusted power for a private gain.

The Group prohibits:

Bribery of or by any person or company, in any jurisdiction, wherever they are situated and whether they are a public official or body or private person or company or by any individual employee, agent or other person or body acting on the Group's behalf in order to

1. gain any commercial, contractual or regulatory advantage for the Group in a way which is unethical or

2. gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual or

3. induce the improper performance of any function that is of a public nature, connected with a business, performed by a body or performed by a person in the course of their employment.

When acting for the Group, political contributions are not allowed and charitable contributions are allowed only within agreed Corporate schemes and guidelines.

Facilitation payments are any payment made (except where comprised in a lawful and published tariff of general application) as an inducement to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment has a legal entitlement. These are not permitted or condoned by the Group.

Further clarification

The Group recognises that market practice varies across the territories in which it does business and what is normal and acceptable in one place may not be in another.

This policy is not meant to prohibit the following practices providing they are customary in a particular market, are proportionate and are properly recorded:

• normal and appropriate hospitality

• the giving of a ceremonial gift on a festival or at another special time

• the use of any recognised fast-track process which is available to all on payment of a fee.

The prevention, detection and reporting of bribery or corruption is the responsibility of all persons within or associated with the Group. Reports can be made confidentially via the confidential reporting hotline of the Group (+44 (0)20 7548 2999) or sent in writing to:

Director of Group Resilience

Prudential plc

12 Arthur Street

London EC4R 9AQ

UNITED KINGDOM

Thailand

Website: www.prudentialspeakout.ethicspoint.com

Toll Free: 1800-014-522

Email: pcahelpline@prudential.com.hk

Enterprise Risk Management: ERM

Risk Management is an essential process of the Company to protect, maintain and support the Company to maximize risk-adjusted returns and to provide a competitive rate of return that supports the profitable growth of its business, while safeguarding the Company’s financial strength. Therefore, management is able to effectively manage the uncertainty according to the situation and reduce the impact and uncertainty on the Company direction, strategies, decision and operation.

The Company implements the Risk Management Policy to promote the effectiveness and efficiency of the Enterprise Risk Management, ensure a sufficient resource allocation and meet insurance obligations. It also helps promote good corporate governance and trustworthiness within the organization and industry.

The risk management process of the Company is comprised of risk identification, risk measurement and assessment, risk management and control, and risk monitoring and reporting.

Asset Liability Management: ALM

Asset and liability management is one of the key responsibilities of Asset and Liability Committee (ALCO), whose role is to monitor, review, and analyze risks that could impact the Company’s capital adequacy, with consideration of risk appetite, economic outlook, implicit product guarantees, policyholders' reasonable expectation and profitability to the Company.

The Company manages duration matching by setting asset duration target to be approximately in line with liability duration to manage sensitivities against future market interest rate movements, and manage the investment cash flows to ensure that they will meet contractual obligations of policyholders.

Underwriting risks

The Company underwrites risks based on the principle of both medical and financial health of customers. There may be other factors to be considered as part of the underwriting process based on occupation and lifestyle of the risks being underwritten. The Company would also apply risk aggregation rules where deemed appropriate. The processes of underwriting are also in line with the reinsurance arrangements of the Company.

Reinsurance management

Reinsurance management is defined as a process of retention versus ceding of risks to the reinsurer. The Company enters into reinsurance arrangements based on risk appetite and to ensure adequate capital management. Risks considered include large risks (individual and portfolio level), concentration risk and emerging health risks. The Company reviews its panel of reinsurers from time to time as well as with the creation of new customer solutions.

Directors’ Selection and appointment

The Company recruits and selects capable candidates based on qualifications by law and regulations, skills, experience, and functional expertise, to replace Directors, who have completed their term, resigned or have been discharged and propose for the approval of Prudential Corporation Asia Officers, the Board of Directors and/or in a shareholders’ meeting as stipulated in the Company’s regulation.

Executive’s Selection and appointment

As for the principles for the hiring of “Senior Management” members for the Company, “Senior Hiring” is defined as the search and recruitment activities for the CEO and CEO’s direct reports. The evaluation and assessment process must be finalized by 2 managers such as the CEO and the Regional Officer. The leadership assessment and/or any additional assessment instrument will be designed by Regional Human Resources and the formal Employment Screening is the responsibility of the Company.

We pride ourselves on leading with integrity and operating ethically by adhering to our fundamental values – known as The PruWay – which define who we are, and what we represent.

We create social capital by building trusted relationships with our employees, customers, shareholders, and communities, and we seek to safeguard that trust through our rigorous approach to digital responsibility.

This Code of Conduct (the "Code") empowers us to uphold The PruWay and ensures that we hold ourselves to a high standard and operate with a positive impact. It also helps guide us on how to make decisions every single day.

These five statements underpin what it means to live The PruWay:

#1: Our Customer is our Compass
We immerse ourselves in understanding our customers.
We commit to our customers’ needs and address their pain points with speed and empathy.
#2: We Pursue our Entrepreneurial Spirit
We push boundaries and explore new possibilities.
We are resilient, bouncing back from our failures and moving forward with new insight and energy.
#3: We Succeed Together
We win by collaborating as one team.
We actively break down silos and work across all levels of the organisation.
#4: We Respect and Care for One Another
We are empathetic and treat each other the way we would like to be treated.
We respect differences and create an environment that is safe where everyone can be themselves.
#5: We Deliver on our Commitments
We make responsible decisions and are accountable for our actions to all stakeholders.
We are responsive and execute with excellence and integrity.

The PruWay serves as our guiding principles, illuminating the path to ethical and authentic conduct. These values, embodied in our policies, apply equally to all members of Prudential plc and its affiliates. In other words, no matter where we are or what role we play at Prudential, we are duty-bound to uphold our commitment to integrity and ethics.

Our Code reflects broad ethical principles to assist our team members in their decision-making. However, we understand that it cannot cover every potential scenario.

You are expected to adhere strictly to our Code, as well as to our underlying policies. Any violations, whether of the Code, our policies, or the law, could result in immediate suspension or even termination. Similarly, we expect our external stakeholders – including contractors, advisors, agents and suppliers – to abide by principles consistent with ours. We choose to partner only with those who can meet our rigorous ethical standards.

Our ESG Purpose and Strategy

Our ESG (Environmental, Social, and Governance) framework focuses on three pillars:

• Accessible health and financial protection

• Responsible Investments

• Sustainable business

Our ESG strategy also guides how we conduct all aspects of our business, from customer interactions to managing risks. We operate in a regulated financial marketplace and prioritise strong governance processes to maintain trust with our stakeholders. Our Board of Directors, Group management, and local business management structures prioritise robust oversight and governance.

We recognise the importance of managing our business responsibly at all levels of the company. This Code and our policies and systems are the foundation on which we set high standards across fundamental issues, including setting expectations for suppliers, upholding human rights, and supporting employee rights and wellbeing.  By aligning our business practices with our purpose and implementing responsible governance, we strive to make a positive impact on society while maintaining ethical and transparent operations.

Finally, we place a high premium on open dialogue. This encourages us to bring forward any issues that may raise ethical questions, and to collaboratively develop acceptable solutions.

1. Customers

At the core of our work is helping customers achieve their healthcare and financial goals.

Here are the principles we follow:

Treat customers fairly, honestly, and with integrity. We ensure that our customers are treated fairly and transparently throughout their journey with us. We have proper controls in place to identify and manage any risks that could compromise this principle. We also pay attention to managing conflicts of interest and avoiding bias, including in the use of AI.

Provide and promote products and services that meet customer needs, are clearly explained and that deliver real value. While customers' financial needs may be straightforward, the complexity of our products can make it challenging for them to understand costs, value, and how to use the products effectively. We therefore consider product design, communicate clearly with customers, and assess the value our products bring by considering various factors like customer behaviour, circumstances, and long-term market trends.

Maintain the confidentiality of our customer information. Our customers trust us, our suppliers and our representatives with their personal information. It is our duty to collect, use and safeguard their information properly, both within our systems and when handled by our representatives, suppliers or partners.

Provide and promote high standards of customer service. Consistent, high-quality service and communication are essential to ensure our products meet customers' needs and expectations. We have established customer service metrics that cover the entire product lifecycle and customer journey. Timely, fair, and transparent handling of claims is crucial. We promptly disclose any product, contractual, or relevant updates, and ensure timely customer payments.

Act fairly and timely to address customer complaints and any errors we find. Customer complaints provide valuable feedback about our business. We have mechanisms in place to identify and address all complaints fairly. We analyse complaints to understand their root causes and work on reducing their overall number. Through ongoing monitoring, we identify any issues that could harm customers and take immediate action to rectify errors.

By adhering to these principles, we strive to deliver excellent customer service, maintain trust, and help our customers achieve their goals.

2. People & Wellbeing

Embracing Diversity, Equity, and Inclusion

We operate in markets across Asia and Africa, representing a wide range of cultures and beliefs. We are committed to creating an inclusive environment which welcomes shared commonalities and values our differences. We therefore endeavour to provide a work environment that is free from all forms of discrimination and harassment, including those based on race, gender, religion, color, national or ethnic origin, marital status, sexual orientation, age, disability or any other characteristic protected by law. This also means that Prudential is an equal opportunity employer.

As part of our commitment, we must ensure that personal relationships in the workplace do not give rise to a conflict of interests or other conduct issues.

We do not tolerate any form of discrimination, harassment including sexual harassment, bullying and other types of misconduct or other actions which contribute to a hostile work environment. If you experience such behaviour of any kind, you are directed to report it immediately. Please refer to our Seeking Advice and Raising Concerns section below for additional guidance.

Workplace Health & Safety

Because Prudential values your work and wellbeing, we go to great lengths to foster a clean, safe and healthy workplace.

You are expected to do your part by avoiding the creation or contribution to a health or safety hazard at work, client location, event or when travelling on Prudential's behalf.

Change in personal circumstances

We expect the highest level of conduct from our employees, as our team members’ reputation affects Prudential’s reputation. Matters such as personal bankruptcy and criminal investigation or prosecution must be immediately disclosed.

3. Confidentiality and Proprietary Information

We respect the privacy of our customers, team members, and will safeguard confidential or proprietary information, including sensitive business information along with personal information of our customers, employees and third parties received during the course of our work.

Do not disclose confidential or proprietary information to any person, firm, or entity outside Prudential or use such information for any purpose other than for Prudential business, either during or after your employment.

You are also required to protect the confidential information of our customers, employees and third parties against unauthorised access, use or disclosure.

4. Financial Crime

Anti-Bribery and Corruption

We conduct our business ethically and transparently. We comply with all relevant laws, including the Hong Kong Prevention of Bribery Ordinance (Cap. 201), the UK Bribery Act, and the US Foreign Corrupt Practices Act. Violations of anti-bribery and anti-corruption laws can harm our reputation and lead to severe penalties.

We strictly prohibit any form of payment or offering of favours or anything of value to government officials, political parties, candidates for political office, or public international organisations to improperly influence them or to obtain or retain business. Payments made through business partners or intermediaries that may go to government officials are also prohibited.

Gifts & Hospitality

While reasonable hospitality, such as meals, entertainment, and gifts are acceptable, lavish or frequent hospitality to the same recipient or organisation may be improper. Cash or cash equivalent gifts (e.g. gift cards, coupons, stipends for souvenirs) are restricted. Prior written approvals are required before providing hospitality or anything of value to a government official or their family members.

All hospitality and gifts must comply with local laws, serve a clear business purpose directly related to our objectives, be reasonable in amount, and be offered only in connection with promoting our products or services.

Charitable Donations and Corporate Sponsorships

We are proud to engage in philanthropic work and consider opportunities for donations and corporate sponsorships, both through the Prudence Foundation and across our business units. Before making contributions, you must ensure they are not payments made to government officials for improper advantages and obtain written approval from the Group. This is particularly important when a government official is requesting a contribution.

Anti-Money Laundering

We are committed to complying with anti-money laundering laws and regulations. Money laundering involves concealing the origins of proceeds obtained from criminal activity, and terrorist financing involves concealing the intended use of funds for criminal purposes.

Maintaining accurate and detailed records of all payments, expenses, transactions and asset dispositions is crucial. False or misleading entries must never be made in the Group's books or records.

Trade Controls & Sanctions

We are obligated to comply with global trade laws and regulations, including export controls and trade sanctions imposed by various governments. Transactions with sanctioned or restricted parties are prohibited. We do not engage in any restrictive trade practices or boycotts prohibited by international or local laws.

Disclosing Conflicts of interest

To avoid actual or perceived conflicts of interest, personal interests should not influence decisions made on behalf of Prudential. You are required to disclose all personal contracts or ownership interests with third parties doing business with the Group. Unless you have prior consent from Prudential, you are not permitted to be involved in any Prudential business decisions which involve those third parties. Accepting compensation or benefits from others outside of Prudential for work related to your existing Group responsibilities is also prohibited.

Conflicts of interest also arise when immediate family members or friends are employed by competitors, suppliers, vendors or customers. Nepotism, including by favouring relatives, friends or other associates in hiring or promotions, is a conflict of interest.

You must always act in the best interests of the Group and promote its interests when opportunities arise. 

5. Information & Dealing

All employees are subject to rules regarding the handling and disclosure of inside information, as well as dealings in securities. These obligations relate to Prudential plc securities and to the securities of any external listed company. As an employee of Prudential, you may have or come into possession of inside information during the course of your work. You are reminded that you must not use or disclose such inside information, including with respect to any dealings involving Prudential plc securities.

Failure to comply can result in regulatory enforcement actions, civil proceedings against Prudential, individual officers, and the individuals involved.

If you possess inside information, it is illegal for you to:

• engage in any dealings with securities of the company to which the inside information relates (including buying, selling, or agreeing to do so) or share relevant information relating to the company to which the inside information relates (e.g. knowledge of large trades to be placed);

• advise, encourage, or procure others (such as family members, friends, or family companies) to deal in securities of the company to which the inside information relates; or

• disclose inside information to anyone directly or indirectly, with limited exceptions.

These restrictions also apply to derivatives, such as options or warrants, related to the securities of the company to which the inside information relates. It is your responsibility to comply with our policies on dealings with securities and other derivative products as well as insider trading laws. Breaching these policies and/or laws can have severe consequences, including civil and criminal actions. You must familiarise yourself with insider trading regulations applicable to listed securities in general.

6. Communication, Social Media and the Press

As a publicly-listed company with a wide range of stakeholders, including business, political, regulatory, investor, customer and community segments, Prudential has a significant presence and plays a vital role in our communities. All employees are important representatives of our business, especially when engaging in external communications, promoting our products and services, and sharing regulatory announcements. You must therefore exercise caution and be thoughtful in your external communications, including through social media. All official communications regarding Prudential should only be made through authorised employees.

7. Seeking Advice and Raising Concerns

Your voice matters.

Sometimes ethical and conduct issues may not be clear-cut. It is important to raise concerns as soon as they arise and seek guidance before taking action. By doing so, you contribute to Prudential's improvement of its processes and the timely resolution of issues. We value a culture of openness, honesty, and accountability, and encourage you to speak up and ask for help whenever you have concerns or questions. You can reach out to the following resources for assistance:

• Your direct manager or another senior manager;

• Your Human Resources representative;

• Colleagues from Risk and Compliance or Legal; or

• the Group’s Chief Risk and Compliance Officer, Chief Human Resources Officer or General Counsel

If you are not comfortable raising issues through these channels, you can use our Speak Out Confidential Reporting Hotline or web portal (hosted on NAVEX's Global Ethics Point platform).

Our Speak Out Hotline and Portal are available 24/7, free of charge, and guarantee confidentiality. If you prefer to remain anonymous, you can make an anonymous report.

We strictly prohibit retaliation against individuals who, in good faith, report or raise concerns about violations of laws, regulations, Group policies, the Code, or other misconduct. This means that reports should be made with honest intentions and include all relevant information. Any adverse action taken in retaliation against an employee who has raised a question or concern in good faith may result in disciplinary action, including termination of employment.

The Company establishes standard operating procedures with clear goals and objectives, setting out roles and responsibilities with pre-defined authority limits where necessary, to ensure effective operations of the business. These are reviewed, monitored and assessed regularly to maintain sufficiency of the internal controls. Group-wide Internal Audit provides the independent assessment at least annually to the Audit Committee and Board of Directors.

Board of Directors

The Board has the duty and responsibility to establish good Corporate Governance Framework, strategy and important policies and to ensure that the Company has effective mechanism to control, supervise and monitor the operation of the Company on a regular basis and to ensure that the Company is operated with fairness, transparency and accountability to the stakeholders under the concept of corporate governance and creating long-term value to the Company. The Board of Directors meeting shall be scheduled at least quarterly. Additional meetings may be called to examine and consider such other matters related to the Board of Directors’ responsibilities as the Committee may consider desirable.

Board of Directors consists of 7 members as follows:

_{For more information about Board of Directors, please visit our website https://www.prudential.co.th/corp/prudential-th/en/about-prudential-thailand/management-team/}

Executive Committee

Management team has the duty and responsibility to do the strategic planning and decision-making for the organizations according to the mission, vision and values of the organization, to manage and regular review of operational and financial performance of the business by presenting proposals for the business plans and the achievement, to be responsible for compliance with the Company’s policies and relevant regulations by establishing and monitoring of internal controls and risk management throughout the business. The Executive Committee meeting shall be scheduled at least monthly. Additional meetings may be called to examine and consider such other matters related to the Executive Committee’s responsibilities as the Committee may consider desirable.

Management Team consists of 7 members as follows:

_{For more information about our management structure, please visit our website https://www.prudential.co.th/corp/prudential-th/en/about-prudential-thailand/management-team/}

The Board has established the following Board Approved Committees to assist in the management of the Company’s business and discharge of its duties:
1. Audit Committee
2. Risk Committee
    - Information & Technology Risk Management Committee
3. Asset Liability Committee
4. Investment Committee
5. Customer Committee
6. Product Steering Committee
7. Digital Technology Steering Committee 

1. Audit Committee

The Board of Directors has delegated authority to the Audit Committee to review financial reporting, risk management, compliance and governance frameworks and internal controls to ensure compliance with laws and regulations and meet Group standards. Furthermore, the Audit Committee oversees the assurance work carried out by Group-wide Internal Audit and external audit. A review of the effectiveness of internal controls is carried out by Group-wide Internal Audit, with recommendations provided to the Audit Committee. In turn, the Audit Committee provides oversight over processes developed to address these recommendations in a timely manner. The Audit Committee meeting shall be scheduled at least quarterly. Additional meetings may be called to examine and consider such other matters related to the Audit Committee’s responsibilities as the Committee may consider desirable.

The Audit Committee consists of 4 members including the representatives appointed by the Board of Directors as follows:

2. Risk Committee

The Board of Directors has delegated authority to the Risk Committee to  assist the Board of Directors in providing direction and oversight of the Company overall risk appetite, risk tolerance and strategy, overseeing and advising the Board of Directors on the current and potential future risk exposures of the Company (including regulatory risk), reviewing and approving the risk framework, monitoring its effectiveness and adherence to the various risk policies.The Risk Committee meeting shall be held not less than four times a year. The Chair or Committee members may convene additional meetings at any time to deal with matters within the remit of the Committee.

The Committee shall consist of not less than 5 members, at least 2 of whom, including the Chair, must be independent non-executive directors as follows:

     - Information & Technology Risk Management Committee

The Board of Directors has delegated authority to the Information & Technology Risk Management Committee as a sub-committee of the Risk Committee,  to oversee and ensure the Company manages IT risk, IT security and data security in line with the Company’s direction and regulatory framework, including instances where third-party IT service providers are used.

The Committee consists of 4 members as follows:

3. Asset Liability Committee

The Board of Directors has delegated authority to the Asset Liability Committee (“ALCO”) to exercise direction and oversight over the asset and liability position and its management, including investment management, capital and liquidity management, reinsurance and aspects of inforce product management. The ALCO meeting shall be scheduled at least four times per year. Additional meetings may be called to examine and consider such other matters related to the ALCO’s responsibilities as the Committee may consider desirable.

The Committee consists of at least 3 members as follows:

4. Investment Committee

The Board of Directors has delegated authority to the Investment Committee, reporting directly to the Board of Directors, to establish the Company’s investment framework by setting investment policy and guideline and proposing to be approved by the Company’s Board of Directors. The committee reviews and approves investment plans and investment risk management policies, as well as supervises and monitors the Company’s investment to ensure that they are in line with the overall investment and risk policies, and the provisions of related laws. The committee is also responsible in the areas of governance, transparency and conflicts of interests that may arise from investment activities, as well as to ensure that the Company has adequate system, personnel and information for investment management. The committee shares report the investment performance to the board at least once a year. 

The Investment Committee meeting shall be scheduled at least quarterly. Additional meetings may be called to examine and consider such other matters related to the Investment Committee’s responsibilities as the Committee may consider desirable.

The Committee consists of 5 members as follows:

5. Customer Committee

The Board of Directors has delegated authority to the Customer Committee, to make strategic direction and to manage to elevate customer experience and to build a culture of fair treatment of customers as part of its business operations, and to drive customer-centricity across PLT, which ultimately lead to business growth and sustainability.

The Committee consists of 7 members as follows:

6. Product Steering Committee

The Board of Directors has delegated authority to the Product Steering Committee, to make strategic direction and decisions, and provide oversight and governance on product development and approval process, and ensure business practices, policies and guidelines, and local regulatory requirements are adhered to the product development and approval process.

The Committee consists of 8 members as follows:

7. Digital Technology Steering Committee

The Board of Directors has delegated authority to the Digital Technology Steering Committee, to oversee the uses of  information technology (IT) that is appropriate to its business strategies and the IT usage is flexible as it can respond to any changes in IT and business operations in the future and cyber threat.

The Committee consists of 6 members as follows:

Director’s Remuneration

The Company has established a set of well-defined procedures for setting the directors’ remuneration. Each year, the appropriateness of the remuneration is reviewed with respect to the scope of responsibilities of each director to ensure that the Company’s remuneration is comparable to that of other companies in the same industry. The proposed remuneration is then tabled at the General Meeting of Shareholders for approval. Once approved this will remain effective until a General Meeting of Shareholders determine otherwise. The approved remuneration will only be payable to Non-Executive Directors.

Remuneration for Directors who are also employees is considered on a yearly basis in line with the Company’s employee remuneration policy and principles. The remuneration is aligned with the Company’s objectives in order to support the delivery of the Company’s business plans and strategies; and, complies with the related legislative and regulatory requirement.

Executive’ Remuneration

Total compensation includes salary, short-term and long-term bonus and other benefits that are competitive in the local environment. This is to ensure that senior management remuneration is appropriately positioned against external market salary information. The remuneration policy is geared towards rewarding contribution to the business and must be conscious of internal equity. Rewards should be underpinned by a thorough, involving a detailed annual performance appraisal where the achievements against targets over the prior financial reporting period.