Sithai ar2009 en

Convening Shareholders’ Meeting

The Company offers the rights to shareholders to propose meeting agendas, including proposing names of candidates to be nominated as the Company’s directors for the Annual General Meeting of Shareholders. The Company posted the details, criteria, procedures, and relevant documents regarding the proposing of meeting agenda and / or name of candidates to be the Company’s directors on the Company’s website, and informed such rights via the information system of the Stock Exchange of Thailand. The shareholders were given sufficient time for considering and proposing such issues to the Board of Directors for further consideration. In the Annual General Meeting of Shareholders No. 28 (of the year 2008), there was no shareholder exercising such rights.

The Company has a policy to submit relevant information of meeting agenda to all shareholders at least 14 days before date of meeting, and also informed them about criteria, information and details of significant information and opinion of the Board of Directors in each matter as following:- - Rules and procedures of attending the meeting.

- Proposing at least 1 independent director to be proxy of shareholders.

- Agenda regarding the Board of Directors’ report of the Company performance during the past year.

- Agenda regarding the approval of the audited Balance Sheets and Income Statements.

- Agenda on appointing directors who have been considered by the Nominating and Remuneration Committee.

Background information of nominated directors and number of times of attending Board Meeting in the past year was also furnished. In the agenda regarding the appointment of Company’s directors, the Company proposed to appoint the directors individually.

- Agenda on remuneration of directors who have been considered by the Nominating and Remuneration Committee.

Policy on remuneration, criteria and procedure of consideration, amount and method of remuneration varied to responsibility of each director were also furnished.

- Agenda on appointing auditor and audit fee as approved by the Audit Committee together with proposing name of auditor and auditor’s office, years of providing service to the Company, and opinion of the Board of Directors.

- Agenda on appropriation of net profit and dividend payment with detail on dividend policy and comparing actual payment with the dividend policy.

In the shareholders’ meeting, the Board of Directors consisting of Chairman / President, Chairman of the Audit Committee, Independent Directors, Executive Directors and relevant high-level executives always paid attention to and attended the meeting all together. The Chairman of the Board of Directors acted as the Chairman of the meeting. He allocated sufficient time to shareholders for their inquiries.

The Company Secretary informed the shareholders way to conduct meeting and voting right. The Company distributed voting cards of each agenda to shareholders at time of registration and also arranged for a legal advisor to count the votes together with a representative of the shareholders witnessing the counting in each meeting agenda.

After the meeting of shareholders, the Company has submitted all relevant information via IT system of the Stock Exchange of Thailand. The Company has also issued minutes of shareholders’ meeting describing sufficiently significant information such as names of attending/unattending directors, method of voting and vote counting, significant explanations, resolution of the meeting under three categories, i.e. approve, disapprove, or abstain, questions of shareholders and explanations.

The said minutes of shareholders’ meeting (in details) has been broadcast via the Company’s website

Control and Monitor on Insiders’ Trading

In 2009, the Board of Directors of the Company had approved updating of internal regulation concerning prevention of insiders’ trading by Directors or Executives to use the information for ones’ own benefit, including for stock trading – ban on stock trading within 30 days prior to the Company’s announcement of operating results or important information are disclosed to the public. Offenders will face penalty and punishment according to regulation of the Company as prescribed under the Securities and Exchange Act (version 4) B.E. 2551.

Disclosure of Vested Interest of Directors, Executives and Other Concerned Parties

The Company has stipulated that Directors and Executives of the Company shall provide their conflict of interest report and of related persons which will be filed by the Company Secretary pursuant to related laws. If any of the agendas of the Board of Directors’ meeting considers any matter that may have conflict of interest with any Director, such Director shall leave the meeting in order to assure transparency and fairness to the common interest.

Srithai Superware Public Company Limited 74 Annual Report 2009