Sub-Comittees

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Section 3: Sub-Committees

The Board of Directors has appointed 5 sub-committees to take charge of studying and

reviewing specific and important points in order to assist the Board of Directors as follows:

1. Audit CommitteeThe Board of Directors adheres to the importance of the system of Good Corporate

Governance, transparent business operations in accordance with the relevant laws,

honesty towards its shareholders, trading partners and customers. The Audit Committee

acts independently as main instrument of the Board of Directors to ensure, amongst the

stakeholders, that the Companys performance complies with the regulations and proper

ethics, with its efficient internal audit system and without creating conflict of interest. In this

connection, the Board of Directors has formulated the Audit Committee Charter as follows:

Scope of functions and responsibilities

1) Review the accuracy of the Companys financial reports inaccordance with Generally Accepted Accounting Principles, and

ensure there is adequate disclosure.

2) Ensure that the Company has suitable and efficient internal controlsystem and internal audit and to assure the efficiency and adequacy

of the risk management system.

3) Ensure that the Company performs in accordance with the lawsgoverning Securities and Exchange, the Regulations of the Stock

Exchange of Thailand and the laws applicable to the business of the

Company.

4) Determine appropriate disclosure of information in cases where thereare connected transactions which may lead to a conflict of interest,

in order to ensure complete compliance with all rules andregulations.

5) Inspect and consider with the management on the defects that havebeen found out and on the responses from the management.

6) Empower on the auditing and investigating all related party under theauthorization of the Audit Committee and is authorized in hiring an

expert so as to audit and investigate in compliance with the

Companys regulations.


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7) Prepare an annual disclosure report on the corporate governance ofthe Audit Committee to be included in the annual report, affixing the

signature of the Chairman of the Audit Committee.

8) Consider, select and nominate the companys external auditor, andrecommend his/her remuneration.

9) Review and comment on scopes of work and plans of the externalauditor and the internal audit department in order to ensure

contributory of both parties and ensure three is reductive double

operations of financial auditing.

10) Approve on charter, work plans, budget and manpower of theInternal Control Office.

11) Appoint, transfer, and annually undertake an assessment program toevaluate the scope of work and performance of the Internal Control

Offices Vice president.

12)Perform tasks requested by the Board of Directors which the AuditCommittee agrees to.

Composition of the Audit Committee

1) Members being appointed by the companys Board of Directors.2) Members being independent directors of the company.3) Having not less than 3 independent directors, among which not less

than 1 director being knowledgeable or experienced in accounting or

finance or auditing.

4) Director of the internal control office being the secretary of the AuditCommittee.

Appointment and Dismissal of the Audit Committee

1) Each member of the Audit Committee has a three-year term

including an additional appointment and dismissal from the position.

2) A retiring audit committee is eligible for re-election if the Board of

Directors consented.

3) The Audit Committee shall be renounced from the position upon:

- Rotation

- Vacation from the position of director

- Resignation

- Death


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- Loss of qualification or disqualification under the companys

articles of association or the Stock Exchange of Thailands rule

and regulations.

- Removal by the resolution of the Board of Directors

4) Any audit committee member wishing to resign from his position

shall submit his resignation letter to the company in advance at least

30 days. The resignation shall be effective according to the Board of

Directors approval. A copy of resignation letter must be sent to notify

the Stock Exchange of Thailand.

5) If a vacancy on the audit committee occurs for reasons other than

expiration of the members term, the Board of Directors shall elect a

person who has the appropriate qualifications and none of the

prohibited characteristics as a substitute member. The substitute

member shall hold office only for the remaining term of office of the

member whom he/she replaces.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee be appointed by the Board of

Directors. The details are as follows:


1) To determine nomination method and qualifications for thecompanys directors and/or President.

2) To perform nomination and to recommend to the Board theappropriate persons for the positions of directors and/or President.

3) To formulate principles and methods to determine remunerations fordirectors and/or President.

4) To propose directors remunerations to the Board for considerationand to the shareholders meetings for approval.

5) To propose remunerations of President to the Board for approval.6) To perform any other act as assigned by the Board.Composition of the Nomination and Remuneration Committee

1) The Nomination and Remuneration Committee shall be composed ofat least 3 directors and at least 1 member must be experienced in

the area of human resources management.


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2) Chairman of the Nomination and Remuneration Committee must bean independent director.

3) Members must consider and nominate appropriate person from theNomination and Remuneration Committee to assume the position of

secretary.

Appointment and Dismissal of the Nomination and Remuneration

Committee

Each member of the Audit Committee has a three-year term. A retiring

Nomination and Remuneration Committee is eligible for re-election if the

Board of Directors consented. In case a directorship/membership of the

committee becomes vacant, the Board of Directors shall elect a person

who has a qualification as replacement. The person appointed shall

retain his/her period during such time only as the removing director was

entitled to retain the same.

3. Management Committee

The Management Committee be appointed by the Board of Directors.

The details are as follows:


1) To manage and supervise the companys operations in line withdirections/targets of the company so as to strengthen business

position according to the companys policies and to consider

issues to be submitted to the Board and to perform other duties

as assigned by the Board. The Management Committee reports

its operational outcomes to the Board of Directors.

2) To formulate and consider short-term and long-term plans toattain the companys objectives and targets.

3) To formulate and consider financial management plan with theobjective to alleviate financial burden and to strengthen financial

structure.

4) To formulate and consider pro-active public relations plan tocreate positive and sustainable image.

5) To perform any other act as assigned by the Board.6)

To perform duties in line with laws, objectives, rules andregulations of the company.


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Composition of the Management Committee

1) The Management Committee shall be composed of at least 3directors. All members shall possess of managerial skills and at

least 1 member must be experienced in the area of economics

or finance.

3) Qualified Executives can be part of the Management Committee.However, Chairman of the Management Committee must be a

representative member from the Board of Directors.

4) Corporate Planning and Investor Relation Office being thesecretary of the Management Committee.

Appointment and Dismissal of the Management Committee

- as designated by the Board of Directors -

4. Enterprisewide Risk Management Committee

The Enterprisewide Risk Management Committee be appointed by the

Board of Directors. The details are as follows:


1) To determine policies, strategies and targets for riskmanagement.

2) To enhance continued and efficient risk management system3) To support cooperation in risk management.4) To ensure that the company is equipped with adequate and

efficient risk management.

5) Chairman of the Enterprisewide Risk Management Committeereports the meeting outcomes to the following Board meeting.

6) To perform any other act as assigned by the Board.Composition of the Enterprisewide Risk Management Committee

3) The Enterprisewide Risk Management Committee shall becomposed of at least 5 directors and at least 1 member must be

experienced in the area of risk management.

4) Chairman of the Enterprisewide Risk Management Committeemust be an independent director.

5) Outside Qualified persons can be part of the Enterprisewide RiskManagement Committee.


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6) Senior Executive Vice President of Corporate Administration andInformation Technology being the secretary and Corporate

Strategy and Risk Management being the assistant secretary of

the Management Committee.

Appointment and Dismissal of the Enterprisewide Risk Management

Committee

- as designated by the Board of Directors -

4. Corporate Governance Committee

The Corporate Governance Committee be appointed by the Board of

Directors. The details are as follows:


1) Submission of proposals on the operational guidelinesconcerning the Good Corporate Governance to the Board of

Directors.

2) Supervision of the operations of the Board of Directors and theManagement to comply with the Principle of Good Corporate

Governance.

3) Review of performance concerning Good Corporate Governance incomparison with the international standard and submission of

proposals to the Board of Directors on the improvement of

performance.

4) Assignment of Good Corporate Governance policies to theCompanys Working Group on Good Corporate Governance.

5) Invitation of outside experts to be the Companys advisors and toparticipate in the meetings with the expenses paid by the

Company.

6) Performance of other duties as assigned by the Board ofDirectors.

Composition of the Corporate Governance Committee

1) The Corporate Governance Committee shall be composed of atleast 4 directors and at least 1 member must be knowledgeable

of the Principles of Good Corporate Governance of the

international standard.


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2) Chairman of the Corporate Governance Committee must be anindependent director.

3) President being the secretary of the Corporate GovernanceCommittee.

Appointment and Dismissal of the Corporate Governance Committee

Each member of the Audit Committee has a three-year term. A retiring

Corporate Governance Committee is eligible for re-election if the Board

of Directors consented. In case a directorship/membership of the

committee becomes vacant, the Board of Directors shall elect a person

who has a qualification as replacement. The person appointed shall

retain his/her period during such time only as the removing director was

entitled to retain the same.

Sub-Comittees

Documents

Transcript of Sub-Comittees