The Company’s Board of Directors understands the importance of good corporate governance, internal standard and compliance with the policies of the Stock Exchange of Thailand. The Board appoints Audit Committee to audit and control the Company’s affairs to promote good organization culture and business ethics. The Board is confident that good corporate governance practice will help support the Company’s operation and is one of the key objectives that will maximize shareholders’ wealth.

The values that the Company expects every directors and employees to keep in mind in every mission are:

• Operate professionally, faithfully and ethically.
• Create harmonious and cooperative workplace.
• Follow good work practices to develop the Company, nations and society.
• Cooperate and be flexible to respond to every situation.

From 2002, after the Company has been converted into the public company limited status, the Company has sent meeting invitation along with documents at least 7 days prior to the meeting to comply with the legal requirement. Moreover, the Company has a policy to treat all shareholders on equitable basis. The shareholders can freely select director, vote on agendas and raised any comments and questions in the meeting according to the meeting regulation. Every shareholder will have equal right to receive complete and accurate information on timely basis. Every shareholder will be able to check out the information. Moreover, after the Company is listed in the Stock Exchange of Thailand, the Company plan to increase options for the shareholders by appointing independent directors to receive proxy from the shareholders in case the shareholders cannot attend the meeting.

The Company respects the rights of every stakeholder, whether the internal stakeholders such as employees and management of the Company and subsidiary, or external stakeholders such as customers, trade partners, competitors, creditors, regulators and other related agencies. The Company has complied with relevant laws and regulations to preserve rights of the above stakeholders. The Company has treated employees fairly by offering appropriate compensation; bought products and services from suppliers and acted according to the contract terms; cared and responsible for customers and keep their confidentiality, etc. The Company’s code of ethics also indicates the practices that considered ethical competition that will not seek competitor’s confidential information by unethical and inappropriate means. The Company has a policy to operate business and grow with the community.

The Company sends meeting invitation and documents concerning relevant agendas to the shareholders at least 7 days prior to the shareholders’ meeting. The Company has a policy to give shareholders equal rights to check on business operation, give suggestion or raise questions. The Company records important questions and comments in the shareholders’ meeting minutes. Moreover, after the Company is listed in the Stock Exchange of Thailand, the Company has a policy to appoint independent directors to take proxy from the shareholders in case the shareholders cannot participate in the meeting. The Chairman of the Audit Committee and the Chairman of the Board should participate in every Board meeting and Audit Committee meeting according to the good corporate governance practice.

The Board of Directors comprises of knowledgeable, skilled and experienced personnel in the business that determine policy, vision, strategies, objective, mission, business plan and the Company’s budgets. The Board also ensures that the management performs in accordance with the stated policy efficiently and effectively within the scope of laws, the Company’s regulation and the shareholders’ resolution. The Board will perform duties responsibly and prudently according to the Code of Best Practices to maximize economic value and shareholders’ value. Moreover, the Company gave importance to the internal audit system, internal audit process, appropriate risk management measures and traceable system to make sure the operation is in compliance with the law, and the Company has good audit system to maximize benefit for the Company. Moreover, the Board of Directors clearly determines the roles and responsibilities of the Board of Directors, Audit Committee, Executive Committee and Chief Executive Officers.

The Board of Directors and management has prudently and ethically eliminate conflict of interest problem under the scope of good ethical guideline for the best interest of the Company. The guidelines are practiced to create transparency and prevent abusing authority for personal gain. The Company has regulations to prevent directors, management and operational employees to use undisclosed insider’s information of the Company and subsidiary for personal benefit. Moreover, if there is related transaction or transaction concerning asset acquisition or disposal of the Company or subsidiary, the Company will carry out the transaction according to the criteria and procedures stated by the Stock Exchange of Thailand.

The Company is committed to act ethically. Every director, management and employee has obligation to perform duties with accountability within the scope of laws and personal responsibilities. Everyone must prudently act on any transaction and withhold from any action that may damage the Company and society, despite the action may perceived to benefit the Company. The Company provided director and employee code of conduct and code of business ethics for the employee to follow. Both codes were approved by the Board of Directors on 20 November 2007.

The Board of Directors consists of 9 directors, which are

• 4 executive directors
• 1 non-executive director
• 4 independent directors and audit committees, or 44.4% of the Board of Directors.

The Chairman of the Board is not the same person as the Chief Executive Officer to enable balance of power and management audit process. Moreover, more than half of the Board comprises of non-executive director and independent directors to efficiently determine business policy. Moreover, the Company clearly determines scope of responsibilities, duties and responsibilities of the Chief Executive Officer to prevent complete control over the Company.

The Company set up a committee to consider benefits and remuneration for the management staffs ranked Chief Executive Officer or higher. The remuneration committee will consider fair remuneration to benchmark with the Company in the same industry with similar size. The remuneration will also consider the Company’s performance. The remuneration must be in appropriate level to retain staffs depending on their responsibilities. The Company also discloses remuneration paid to directors and managements as determined by the Office of Securities Exchange Commission and the Stock Exchange of Thailand.

The Company requires that the meeting invitation, along with enclosed documents, must be distributed to the directors for consideration at least 7 days prior to the meeting according to the legal requirement. During 2006, the Board met 6 times and made board-certified meeting minutes for every meeting and keep them for further reference from directors and related persons.้

The Company appointed Audit Committee to oversee corporate governance activities. The Audit Committee comprises of 4 independent directors with one of them is knowledgeable in account or finance. The Audit Committee has scope of responsibilities and authorities as specified in the Responsibilities and Authorities of Audit Committee.

Moreover, the Company also appoints other sub-committee to oversee various businesses, as follow.

• Management Sub-committee has duties to manage general affair, propose annual budget and employee appointment to the Board of Directors.
• Cost Control Subcommittee has duties to control cost as planned in the budget and propose budget to the Board of Directors.
• Disciplinary & Grievance Subcommittee has duties to accept and consider grievance from employee and trade partners and consider any employee fraud or corruption.
• Inventory Subcommittee has duties to control level of inventories to plan and propose the inventories management guideline to the marketing and sales division.
• Information& Networking Security Steering Subcommittee has duties to plan network securities policies and objectives.

The Company determined duties, responsibilities and authorities of every operator and management in written. The Company ensures that the resources are used to benefit the Company, there is segregation of authorities of the operator, controller and evaluator to ensure appropriate check and balance. The Company has internal audit department to audit, plan, follow-up and coordinate to ensure that the Company’s core operations are consistent with the determined guideline and are carried out efficiently. The internal audit department is independent and can perform audit responsibilities independently. The internal audit department reports directly to the Audit Committee. Moreover, the Company also outsource external auditor to audit the Company under the supervision of the Audit Committee. In every internal audit activities, the auditor must report findings and suggestions directly to the Audit Committee. The Company has hired external consultant to inspect internal audit system every quarter since 2007.

The Board of Directors is responsible for the Company’s consolidated financial statements of the Company and subsidiaries and any information appears in the annual report. The Board must provide adequate internal audit measures to ensure accurate, complete and adequate financial information to maintain the Company’s assets, to understand the weakness and to prevent any fraud or any significant abnormal activities. The Board meeting no. 1/2002, dated 29 March 2002, the Board appointed the Audit Committee to responsible for quality of financial reports and internal audit system.

After the Company is listed in the Stock Exchange of Thailand, the Company shall establish investors’ relation to ensure accurate, complete, transparent and equal information disclosure on the financial information and other information that may affect the Company’s share price. The investors’ relation unit will disseminate the Company’s information to investors and public via various channels. While the unit has not been established, investors may contact Mr. Pracha Tansaenee, Chief Financial Officer. The Company is preparing corporate governance guideline for the above guideline, which will be reviewed by the Audit Committee before being proposed to the Company’s director for final approval. Then the corporate governance guideline will be applied for every director, management and employee of the Company and subsidiaries.