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Board of Directors

the Board of Directors consists of 12 distinguished directors. The Board comprises eight members from the management team, and four independent directors (equivalent to 33.33% of the votes) who are not a part of management. The Company’s Chief Operating Offcer serves as Company Secretary. Every year, one in three directors will to retire from their post. Their names and terms in the current positions are shown below.

In 2010, the Board of Directors held four ordinary meetings and one extraordinary meeting, for a total to fve meetings over the past year. Meeting attendance for each Director throughout the year has been summarized as follows:

NAME / SURNAME	TITLE	DIRECTORSHIP TERM
1. Mr. Paiboon Damrongchaitham	Director/ Chairman	Apr. 2007 – 2011 Annual General Meeting (AGM)
2. Mr. Chai Nasylvanta	Independent Director	Apr. 2010 - 2013 AGM
3. Mr. Dej Bulsuk	Independent Director	Apr. 2010 – 2013 AGM
4. Mr. Weerawong Chittmittrapap	Independent Director	Apr. 2010 – 2013 AGM
5. Ms. Suvabha Charoenying \1	Independent Director	Aug. 2010 – 2012 AGM
6. Ms. Boosaba Daorueng	Director / Vice-Chairman	Apr. 2010 – 2013 AGM
7. Mrs. Saithip Montrikul Na Audhaya	Director	Apr. 2009 – 2012 AGM
8. Mr. Krij Thomas	Director / Acting as Company Secretary (during 13 Nov.2010 - 24 Feb 2011)	Apr. 2008 - 2011 AGM
9. Mr. Takonkiet Viravan	Director	Apr. 2009 – 2012 AGM
10. Mr. Kreingkarn Kanjanapokin	Director	Apr. 2009 – 2011 AGM
11. Mr. Sataporn Panichraksapong	Director	Apr. 2009 – 2011 AGM
12. Ms. Suwimon Chungjotikapisit\2	Director	Nov. 2010 – 2012 AGM
M.L. Kornkasiwat Kasemsri	Company Secretary	Effective as of 25 Feb.2011

Directors with signing authority on behalf of the Company

Ms. Boosaba Daorueng or Ms. Suwimon Chungjotikapisit have to co-sign with one of the following Directors: Mrs. Saithip Montrikul Na Audhaya, Mr. Krij Thomas, Mr. Takonkiet Viravan, Mr. Kreingkarn Kanjanapokin, or Mr. Sataporn Panichraksapong, so there are two signatures and the document is endorsed with a Company seal.

Duties and Responsibilities of the Board of Directors

• 1. Perform all duties using their knowledge, abilities and experience for the beneft of the Company in accordance with the law, the Company’s objectives and Articles of Association, and shareholders’ resolutions with honesty, integrity and prudence, to protect the Company’s interests.
• 2. Set the corporate vision and Ms.ion, approve strategies, policies, business plans and budgets, and supervise the management so they follow established policies effectively and effciently to increase economic value of the Company and maximize shareholders’ wealth.
• 3. Clearly delineate and set forth the duties, responsibilities and authority of the Board of Directors, smaller Committees, and Management team in the Company’s Authorization and Procedure Manual.
• 4. Approve or agree to signifcant transactions, such as new investments, acquiring or disposing assets, in accordance with SEC and SET rules and regulations, and the Company’s Authorization and Procedure Manual.
• 5. Provide advice or evaluate and approve every connected transaction and any transaction which may lead to potential conficts of interest of the Company and subsidiaries, in compliance with SEC and SET rules and regulations, and Company’s Authorization and Procedure Manual.
• 6. Ensure that the Company has reliable accounting systems, fnancial reports, and accounting audits.
• 7. Ensure that the Company has suffcient and effective internal controls and risk management systems, monitored by an internal audit department that collaborates with the Audit Committee on signifcant risks.
• 8. Is honest and loyal, possesses integrity and ethics in running the business; has a genuine interest in the Company, and is dedicated to running the business in the long-term.
• 9. Is constantly aware of its responsibility to shareholders, and operates the business in the interest of shareholders, and transparently discloses accurate, complete information of a high standard to investors.
• 10. Be responsible for the management team’s performance and operations by ensuring that the team is dedicated and cautious in operating the business.
• 11. Be responsible for fnancial reports - prepare a report on the Board of Directors’ fnancial accountability in the annual report, and submit it together with the auditor’s report.

Defnition of Independent Director

During a Board of Directors Meeting, the Board evaluated and approved changes in the qualifcations of Independent Directors to match requirements stipulated by the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC). The Company’s Independent Directors are qualifed and independent as required by the SET and SEC, in the following ways:

• 1. Do not own shares exceeding 1% of paid-up capital in the Company, the Company’s subsidiaries, associated companies, related companies, or any organization that may have conficts of interest with the Company. This injunction also includes shares held by related parties.
• 2. Is not involved in management; is not an employee or corporate advisor receiving a regular salary; does not provide professional services such as external audit or legal advisory; or has controlling power of the Company, subsidiaries, associated or related companies, or any organization that may have conficts of interest with the Company; or is a major Company shareholder.
• 3. Does not beneft or have any vested interest directly or indirectly from fnancial or management-related matters in the Company: has no business relations such as being a customer, supplier, trade creditor/debtor; is not a (fnancial) creditor/debtor of the Company, its subsidiaries, associated or related companies, organizations that may have conficting interests; or a major shareholder of the Company.

  For a period of 2 years prior to being appointed an independent director, the nominee must not fall under any of the categories listed in Criteria 2 and 3, unless the Board of Directors has duly considered that such these parties who formerly had vested interests or conficts of interests will not affect the Director’s ability to operate or express independent views.

• 4. Is a Director who is not a related by blood or by law; is not a related party or a close relative of management or a major shareholder of the Company, its subsidiaries, associated or related companies, or any organizations that may potentially present conficts of interest.
• 5. Is not a Director appointed to protect the interests of the Board of Directors, major shareholder or shareholders who are related parties to the Company’s major shareholders, its subsidiaries, associated or related companies, or organizations that may have conficts of interest.
• 6. Is not a Director assigned by the Board of Directors to make operational decisions in the corporate headquarters, associated companies, subsidiaries at the same level as associated companies, or organizations that may potentially be in confict with the Company.
• 7. Is able to independently fulfll the responsibilities and express views or report results in accordance with the roles and responsibilities assigned by the Board of Directors, autonomous of the management, major shareholders of the Company and its subsidiaries, including all related parties or close relatives of such persons.
• 8. Does not hold a comparable Director position in the Company and its subsidiaries.

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