The Board of Directors has responsibility to the shareholders, regarding the management o fthe company. They must supervise the management to reach the goal, and direction that benefit the shareholders as much as possible. At the same time, the board must regard the benefits of all stakeholders.

Every member in the Board of Directors has leadership, great vision and no commitment in making any decision for company’s benefits and entire shareholders. The Board has set a system to separate duties between the Board of Directors and management section distinctively and ascertained every organizational activity progress legally and with ethics. Every board member understands its duty and nature of its business, thus being ready to express its own opinions independently and self-improvement to an up-to-date situation. They are well aware of their honest performance with caution and carefulness for ultimate mutual benefits and fair to every shareholder, receiving accurate and sufficient information.

The Board of Directors consists of qualified members in various skills, experiences and talents for company’s sakes, including devoting their time and attempts to achieve their duties forcefully.

To perform their responsibilities efficiently and successfully, the Board has set many sub-committees to assist and scrutinize works as necessary; especially when neutrality is needed to judge and set policies and organization chart such report to the Board of Directors.
The board of directors will approve the direction of the company’s vision, mission, goals, business plans and budgets. The board’s meeting will be held at least once every year quarter to follow up on the operation of the company, acknowledge the management’s proceedings, as well as, set up mechanisms to evaluate the achievement of the management team, both in the short term and the long term.

Al board members are qualified personnel, who posses various skills, experiences and talents for company benefits. The candidate for the director position must come from transparent selection process by the company’s board of directors. The nomination of the successful candidate must be approved by the board of directors, and must be proposed as a Shareholders’ meeting agenda. The company shall reveal the profile, qualification, work experience and the share ownership of the company’s directors in the Annual Report.
The company has set up a set of committee by selecting from the criteria guided by the Stock Exchange of Thailand (SET), and must pass the approval of the company’s shareholders’ meeting. Currently, there are 13 members of the directors’ board, which consist of four executive directors, and nine non-executive directors. Three of the non-executive directors will also be the company’s Independent Directors. The Independent Directors shall serve as the company’s Audit Committee. The directors must possess qualifications stated by the Stock Exchange of Thailand (SET), and shall be independent regarding the company’s auditing.
The chairman of the board of directors and the managing director must be two separate persons, so that their duty in supervision will be clearly divided. The head of management team will operate the company under the approval of the board of director, where representative of the major stockholders and the audit committees are included. This code of conduct would enhance the company’s checks and balances system.

The Board of Directors and the executives have clear, divided responsibility. The Board of Directors are authorized to consider and approve the overall policy i.e. Vision, Mission, Strategy and Corporate Governance Policy, while the executives are required to follow the policies set by the board.
The board of directors is set to attend the meeting once in every year quarter, while special meeting can also be held if necessary. The motions of the meeting must be clearly stated. Prior to every meeting, the company’s secretary must send the meeting invitation and its attachments to the board members at least seven days before the meeting. The arrangement will give time for the board to thoroughly study the given information before the meeting. In every meeting, each board member has the power to debate, and freely expressing his/her opinion. At the same time, the company secretary will noted the meeting minutes in written document for further examination, as soon as the document is approved by the board.
In 2008, the board of directors held eleven meetings in total, the participation of each board member can be summarized as follow;

Name of Directors Position No. of Meeting Participation Mr. Narong Srisa-arn Chairman 8 Mr. Thapana Sirivadhanabhakdi Vice Chairman 8 Mr. Tan Passakornnatee Director and Managing Director 11 Mr. Sunisa Sukphantavorn Directors 11 Mr. Yeuh-Chin Chiu Directors 11 Mr. Sithichai Chaikriengkrai Directors 11 Mr. Somkiat Chareonkul Directors 11 Mr. Ueychai Tantha-obhas Directors 11 Mr. Pisanu Vichiensanth Directors 11 Mr. Cholakanta Boobpaves Directors 11 Mr. Vikrom Koompirochana Independent Director and Chairman of the Audit Committee 11 Mr. Verachai Tantikul Independent Director and Audit Committee 11 Mr. Chai Jroongtanapibarn Independent Director and Audit Committee 11

The Board of Directors appointed three sets of sub-committee to assist the company’s operation. The three sub-committee are

1.	The Audit Committee consists of 3 Independent Directors working on a 2-year term. The Audit Committee are

	1.	Mr. Vikrom Koompairochana	Chairman of the Audit Committees / Independent Director
	2.	Mr. Verachai Tantikul	Audit Committees / Independent Director
	3.	Mr. Chai Jroongtanapibarn	Audit Committees / Independent Director

	The Audit Committee’s Authority The Audit Committee has the following authority :

	-	1. Review the operation of the company, to be in-line with the Securities Law, the rules and regulations of the Stock Exchange of Thailand, and other related laws.
	-	2. Review the Internal Control and the Internal Audit of the company, so that the company carries appropriate, sufficient and efficient Internal Control and Internal Audit systems; as well as making approval of the appointment, transference and dismissal of the head of internal audit.
	-	3. Review the company’s financial report; as well as the sufficiency of the company’s disclosure of information in the case of conflict of interest, in order to certify that the company’s financial report is accurate, based on the standard of certified accounting.
	-	4. In charge of the selection, and appointment of the company’s certified accountant, including considerating of the accountant’s fee.
	-	5. Review any matter that might relate to the company’s conflict of interest, to be in-line with the rules and regulations of the Stock Exchange of Thailand.
	-	6. Preparing the report of the Audit Committee to be revealed on the company’s Annual Report.
	-	7. Perform other tasks as assigned by the Board of Directors, with approval from the Audit Committee. In 2008, the Audit Committee held 11 meetings, and every Audit Committee member attended all the meetings

2.	The Risk Management Committee The five risk management committees are;

	1.	Mr. Chai Jroongtanapibarn	Chairman of the Risk Management Committees
	2.	Dr. Pisanu Vichiensanth	Risk Management Committee
	3.	Mr. Paiboon Kujareevanich	Risk Management Committee
	4.	Mr. Paisarn Aowsathaporn	Risk Management Committee
	5.	นายวิโรจน์ สุภาสูรย์	Risk Management Committee

	The Risk Management Committee’s Authority The roles of Risk Management Committee are :

	-	Set policy and integrated risk management framework, that thoroughly cover main business risks i.e. business and operational risks.
	-	Approve the appropriate risk management plans that can be applied throughout the organization.
	-	Follow up on the company’s main risk factors, as well as, any risk indication while updating the current data.
	-	Offer advises and instructions on risk management.
	-	Communicate with the Audit Committee on main risk factors, to be in-line with the internal control.
	-	Report to the company’s managerial committees regarding the risk factors and risk management.
	In 2008, the Risk Management Committee held five meetings, and every Risk Management Committee member attended all the meetings.

3.	The Remuneration Committee The three remuneration committees are :

	1.	Mr. Narong Srisa-arn	Chairman of the Remuneration Committees
	2.	Mr. Tan Passakornnatee	Remuneration Committee
	3.	Mr. Sithichai Chaikriengkrai	Remuneration Committee

	The Remuneration Committee’s Authority The roles of Remuneration Committee are :

	-	(1) Set up remuneration rate and other benefits of the managerial committees.The rate will be passed on the company’s boards before submitting to the shareholders’ meeting for approval.
	-	(2) Set up remuneration rate and other benefits of the company’s high ranking executives from the Vice Presidents, in order to submit to The Executive Boarder the Board of Directors for approval.
	-	(3) In charge of any operation regarding the Set up remuneration rate, assigned by the Board of Directors or the shareholders’ meeting.
	In 2008, the Remuneration Committee held three meetings, and every Remuneration Committee member attended all the meetings.

The boards of directors and executives are cautious of any possible conflict of interest that might occur. Therefore, the boards supervise the use of inside information to prevent conflict of interest. In particular, The Board of Directors appointed audit committee to consider the necessary and appropriate of any transaction occurred to any conflict of interest, stakeholders or future conflict of interest. In case the audit committee does not have expertise in certain area, independent specialists or accountants will be hired to give advices in the area. Hence, the boards will be able to use the advice as guideline in the decision making process. This solution will helps preventing any possible conflict of interest. Also, policies have been set up to prevent such conflicts by suggesting the committee, along with the employees to avoid any personal use of inside information. The policy stated that all committees and employees avoid any transaction involving to the conflict of interest.

Moreover, the company has clearly set policies to specially scrutinize any activity that might be conflict of interest. If a director is holding stakes in any case, the director’s rights to vote will be forfeited. Also, the company has set policies that prevent the director to exploit the internal information for personal use.
The company has set up the internal control that covers all aspects, including the accounting and finance, the operation that abides by the law and other related rules and regulations; as well as having efficient checks and balances system that can protect the investment and capital of the shareholders and the company’s assets. The company also sets the rank of approvals, the responsibility of the executives and the employees. The company’s rules and regulations are stated in written document, andthere must be Internal Affairs department to ensure the operation of each department is accurate, thorough and disciplined. Also, the Audit Committee will supervise the company’s operation and management to ensure the effectiveness of the company’s internal control system, the credibility of the Financial Report. The Internal Affairs department must report directly to the Audit Committee, who supervise and review the company’s internal control system

The company determines to encourage the Internal Affairs department to fully perform the checks and balances, by reporting directly to the Audit Committee, to ensure that the internal control system continues to be a significant mechanism that pushes the company to its sustainable growth. In each of the Audit Committee’s meeting, the manager of the Internal Affairs department will report the inspection result to the Audit Committee. Also, the committee will submit the opinion report and advice, if there is any area that should be improved, to the board in each Board of Directors’ meeting.

The company has set policy on Good Corporate Governance as a guideline for business operation for the directors, the executives, the management and the employees. The Board of Directors will review and improve the policy on Good Corporate Governance annually, to be suitable for the change in the business operation, the environment, as well as the altered rules and regulations.

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