Corporate Governance

Policy :

The company recognizes the importance of good corporate governance for transparency in operation and the responsibilities of the Board of Directors and enhance the shareholders' trust and value.

The company has committed to comply with corporate governance guidelines issued by the regulatory bodies that govern its operations as a public company, and to the implementation and compliance with such other standards as are appropriate to the conduct of its business. 1. Shareholders' Rights and The Equitable Treatment of Shareholders Shareholder's Rights

Shareholders have the rights as a holder of shares, which is equivalent to the owner, such as the rights to buy, sell, and transfer the shares; rights to receive the share of dividends, and rights to the shareholders' meeting; rights to express opinions; rights to make the major decision such as electing the directors, and approve major decisions as to the directions of the company; and rights to amend the Article of Associations.

The company recognizes the rights of all shareholders to eligible for information that are correct, complete, sufficient, and on time. In every shareholders' meeting, invitation letter with agendas and directors' recommendation are sent to shareholders 10 days before the meeting. In the meeting, the chairman will provide enough time for every shareholders to ask questions and express any opinions. If any shareholders cannot attend the meeting personally, they can give proxy to anyone or recommended audit committee member or managing director to attend and vote on behalf. For shareholders' meeting, the company chose the location and time that are convenient to the shareholders to attend as much as possible. In 2009, the meeting was held once on 29 April 2009 at company's office in Bangkok. In 2009, all three independent directors who attended the meeting.

The Equitable Treatment of Shareholders

The company has the policy to create the equal treatment to all groups of shareholders regardless of major shareholders, minor shareholders, institutional shareholders of foreign shareholders especially the minor shareholders. Therefore, details are set as follows:
  1. The votes in the meeting are equal to the number of shares hold. Each share is equal to one vote.
  2. Prohibit company directors and employees who can benefit from inside information to disclose any inside information to outsiders within 30 days before disclose the financial information to the Stock Exchange of Thailand. In addition, the directors and management are required to report the change of shareholding to the Securities Exchange Commission within 3 days for disclosure purpose.
2. The Roles of Stakeholders

The company recognizes the importance of every group of stakeholders including the company staff, management, customers, suppliers, competitors, and government agencies. The company realizes the importance of cooperation with all groups of stakeholders enhances the value and the stability of the company. 3. Information Disclosure and Transparency

In addition to the disclosure of financial information and other information to the public according to the requirement of Securities Exchange Commission and Securities Exchange of Thailand, the company also disclose the following:
  1. Disclose the duty and responsibilities of each sub committees including the attendance statistics
  2. Disclose the remuneration in monetary and non-monetary (if any)
  3. Give opportunities to questions and comments through public relations or secretary.
All the information are disclose through the SEC or SET.

4. The Directors' Responsibilities

The Board of Directors include people with knowledge, vision, capability and experiences in different areas that will benefit the most to the company. The board has determined and agreed in the vision, mission, target and business plans and oversea the management to follow in order to create the shareholders' wealth.

The Board of Directors' responsibilities include
  1. Monitor and manage the operation of the company to follow the regulatory requirement, articles of associations, and shareholder's resolutions on the basis of good corporate governance.
  2. Formulate and monitor the structures and procedures to ensure that the management follow the policies to maximize the shareholders' wealth.
  3. Set up shareholders' annual meeting within 4 months from the year-end closing date and any other meetings necessary.
  4. Set up board of directors meeting every quarter with at least 60% presence. The resolution is based on the majority vote. If equal, the chairman of the meeting will have one additional vote.
  5. Consider budget for investment.
  6. Report financial data and other information important to shareholders. Ensure that the information are correct, complete and sufficient.
  7. Set up internal control system, and risks analysis with regular follow up system.
  8. Formulate and separate responsibilities to different sub-committees.
  9. Oversea the executive directors and management to follow the policies and lists that need the approval from the shareholders according to the requirement of Stock Exchange of Thailand.
5. Internal Control

During the Board of Directors Meeting No. 2/2002 on 14 May 2002, the Board had agreed to hire Office of DIA International Auditing to be our Internal Auditor as suggested by the Audit Committee. The Board has renewed the contract with DIA since to audit various systems in accordance with the Internal Control requirement that the company has set up and to advise any improvements.

The company's independent auditor from Ernst & Young Office Limited did not have any comments in the company's internal control that would affect the financial statements as of 31 December 2009.

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