4. The †board† of †directors †must †meet† at †least †once †in every †three †month. 5. The board of directors must hold the annual shareholdersû meeting within four months after the end
of companyûs †financial† year. 6. The board of directors must conduct the companyûs balance sheet and financial statement as of the †end †of †financial †year †and †propose† them †for †consideration †at† the† shareholdersû †meeting. 7. The board of directors shall consider transactions with major shareholders, directors and management executives as well as those who may have conflicts of interests or connection with the mentioned persons. Scope of duties of Audit Committee The Audit Committee has the following duties and responsibilities to report to the Board of Directors: 1. Review the companyûs financial statements to ensure accuracy and adequate disclosure 2. Review the companyûs internal control and audit system to ensure appropriateness and effectiveness 3. Review the operations of the company to ensure they are in compliance with the laws on securities and †stock †exchange †or† those† related† to †the †companyûs †business 4. Recommend the company the nomination of auditors and their remuneration 5. Determine proper and adequate disclosure of the companyûs information in case of connected transactions †or †lists† with† potential† conflict †of †interests 6. Perform other duties as assigned by the board of directors and approved by the audit committee 7. Prepare reports on the activities of the audit committee to be included in the company's annual reports. †The †reports† must †be †signed †by †the †chairman †of †audit †committee.
Scope of duties of Managing Director Managing director has authority from the board of directors to take responsibilities as following: 1. Direct and handle the companyûs routine operations 2. Consider and screen the companyûs investment plans before proposing to the board of directors for approval 3. Prepare annual budget allocations and submit them to the board of directors for approval 4. Perform other duties assigned by the board of directors on a case-by-case basis Any transactions might not result in a conflict of interests with the company and subsidiaries or affect the †companyûs †interests †in †any †manner, †except †those †with †clear †business †scopes.
A s i a n P r o p e r t y D e v e l o p m e n t P u b l i c C o m p a n y L i m i t e d 39