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Dividend Policy The company has the policy to pay dividend in the amount of approximately 40% of the Company’s net profit after corporate income tax and all kinds of reserve fund, provided that such dividend payment must not materially affect the Company’s normal operation and shall depend on the Company’s results of operations and financial condition, liquidity, business growth, the necessity and other appropriate matters in the future, as well as other factors related to the management of the Company as the Board of Directors considers appropriate or advisable for the maximize benefits of the shareholders.

Corporate Governance 1. The corporate governance policy The company considers on fair-treated to all the shareholders, internal control system, internal audit risk management and justice implementation to assure the consistent growth of the company.

2. The right of the shareholders The Company adopts the policy on equal treatment to shareholders by acknowledging the shareholder’s rights. It also gives priority to shareholders’ meeting especially with respect to the components of the meeting to maintain impartiality among the shareholders. For instance, the Company shall organize the shareholders’ meeting on date, time and venue which will not prevent the shareholder form attending the meeting. All information relating to the matter to be concluded in the meeting will be adequately informed to all shareholders in advance. Apart from giving invitation letter for the meeting describing objectives and background of each agenda as well as recommendation of the Board in advance for not less than 14 days pursuant Section 29 of the Company’s articles of association regarding calling for shareholders’ meeting, the Company also publicize such meeting documents in its website ( prior to the meeting for not less than 30 days. Although the Board has not prescribed the procedures for the minor shareholders to nominate person as a member of the Board or to add agenda in advance before the shareholders’ meeting date, during the shareholders’ meeting, the Board, the Audit Committee and related executives shall attend the meeting. Chairman of the Board or person nominated by the meeting to act as the Chairman of the meeting will manage to have agendas considered and voted by the meeting as per the order of agenda specified in the invitation letter. Further, the Company will inform the shareholders number of vote required for each resolution before casting vote to ensure transparency and validity. In addition, independent law firm will be retained for counting votes while volunteers from the shareholders will be asked to witness such vote count. Vote count is facilitated by applying bar code reader. The Board shall cause to be recorded the minutes of the shareholders’ meeting which will materially contain details such as significant statement, question and opinion including votes required for each agenda. The preparation of meeting report shall be completed before the end of period specified by law and it shall be kept in good filling system which can be traceable and citable. In order to obtain more complete and valid meeting report, the Company provides the record of vote casting and count in its meeting report. In the event that the shareholder is not able to attend the meeting by him/herself, the Company provides option for such shareholder by designating at least 1 independent director from all of the Company’s independent directors to be a person to be authorized by such shareholder. In the past, many shareholders have chosen to authorize such independent director to vote on their behalf in many various meetings. In case any shareholder is not able to attend the meeting, the Company encourages him/her to use ballot especially on significant agenda.



A 10  
A 10  

A_2010 AREEYA PROPERTY PCL Annual Report 2010