Board of Directors Meeting The board supports regular attendance and encourages the participation of the members at meetings which are scheduled quarterly at the minimum. Meetings are held to inform of events with members encouraged in the business deliberations and participate in the decision making processes. Directors are informed in advance of the meeting date and venue with agenda and pertinent material supplied. During each meeting directors may introduce additional agenda for discussion. Open and meaningful discussions are encouraged with the secretary to the board responsible for the recording of the minutes. Five meetings were held in 2011 as per the following details.
Directors & Management’s Compensation Directors’ compensation: Compensation is based upon responsibility, duty, role which is clearly defined. The compensation is in line with industry’s norm. Management’s compensation: The compensation of the management member is in accordance with the corporate performance and the individual performance of each member of management. The review process will be in line with peer companies in the same industry or similar sized companies. Corporate and individual performance will also be used in the review. Insider information supervision
Name 1 Mr. Chia Song Heng 2 Mr. Pised Chungyampin 3 Mr. Silchai Kiatpapan 4 Mr. Chung Chee Keong 5 Mr. Viriya Pholpoke 6 Mr. Chaiyod Bunyagidj 7 Mr. Sern Vithespongse 8 Mrs. Sasitorn Phongsathorn
Attendances 4 5 5 1 5 4 5 3
The Audit Committee There were four audit committee meetings in 2011. Name 1 Mr. Chaiyod Bunyagidj 2 Mr. Sern Vithespongse 3 Mrs. Sasitorn Phongsathorn
Attendances 3 4 3
A policy is established so that inside information is not to be used for personal gain. This covers spouses and minor children of employees. The details are as follows: 1. All members of management in every department must be informed of their responsibility to report their stockholding and the penalties for failure to comply in accordance with Securities and Exchange Act B.E. 2535 and the regulations of the Stock Exchange of Thailand. 2. The company’s policy is to allow senior management to disclose only minimal internal information to staff so as to permit the conduct of operation. Additionally members of management are prohibited to use insider information in the trading of the company’s stock. Internal control The company has an established an adequate control process on operation. This process is constantly updated and developed to accommodate the changing conditions. Management regularly audits to ensure that rules and regulations are strictly adhered to. Regular appraisal of the process is made to ensure that changes in organization are recognized. Outside internal auditors are commissioned to regularly review operation with report submitted directly to the chairman of the audit committee.
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