Thai Language

Committees

The Board of Directors has appointed Committees, comprising: directors, independent directors, and members of management who are knowledgeable, competent, and experienced in being Committee, to implement special duties in evaluating and assessing various matters with great clarity, accuracy, and suitability, before presenting the fndings to the Board of Directors for their opinion, acknowledgement, or endorsement as necessary. This procedure will support the Company’s overall operations in line with good corporate governance. The Board of Directors has clearly listed the qualifcation and responsibilities and/or terms of each each Committees, and these elements are frequently revised and updated as appropriate.

Moreover, these Committees are required to report their performances at the Board of Directors’ meetings on a regular basis, and at the Annual Report.

Audit Committee

The Audit Committee for GMM Grammy Plc and its subsidiaries (GMM Grammy Plc Group) was frst established on the 13 May, 1999 in compliance with the Stock Exchange of Thailand’s regulations. The Committee had reputable members who were all Independent Directors of the Company, and possessed all the necessary qualifcations as required by the Stock Exchange of Thailand and the Securities and Exchange Commission. At least one member of the Committee had to be knowledgeable and understands or possesses experience related to accounting or fnance. Each term would last three years, and the Committee met four times a year.

The Audit Committee would be responsible for reviewing the Company’s fnancial reports and assessing whether the internal control systems are suffcient. The Committee is then required to liaise with the Risk Management Committee on signifcant risks. The Committee also reviews whether the Company adheres and complies to various regulations, laws, and policies related to corporate governance, as well as selecting, nominating, and determining the external Auditor’s fees. The Committee has to thoroughly review all connected transactions or transactions that may cause conficts of interest so that they are transparent. The Committee has to evaluate and approve business plans, performance, budget, and the staffng needs of the Internal Audit Division. Reports on its performance, and important advice from the audit fndings is regularly presented to the Board of Directors.

Moreover, the Audit Committee can carry out its duties, express its opinions or report on the performance as a part of its responsibilities as assigned by the Board of Directors without being under the control of the management or major shareholders, related parties or close relatives of these people. Instead, the Committee is bound to the Audit Committee Charter which has been approved in principle by the Board of Directors, and this Charter has been published through the intranet.

In 2010, the Audit Committee held four ordinary meetings and one extraordinary meetings, for a total of fve meetings. The names and scope of work and responsibilities which was assigned by the Board of Directors according to the Audit Committee Charter and the attendance of directors in 2010 appears in detail in the section “Management Structure”

Moreover, the Audit Committee Self-Assessment was conducted in 2010 according to details that appears in section “Annual Self-Assessment”. There is also a report on the performance of the Audit Committee in 2010 in detail, in section “Audit Committee’s Report”

Executive Committee

The Executive Committee was appointed by the Board of Directors, comprising reputable and upstanding individuals, knowledgeable and highly competent senior management, and at least fve industry experts to be responsible for mapping out business strategies, policies, business plans and budgets for the Company. This includes managing daily work at the Company, make decisions, issue directives within its scope of authority as assigned by the Board of Directors, and monitor corporate performance so that it follows the policies and direction as planned, and provide regular performance updates to the Board of Directors.

In 2010, there was a total of 12 Executive Committee meetings (held once a month). The names and scope of authority and responsibilities as assigned by the Board of Directors and meeting attendance of each director in 2010 is listed in detail in section 10.1 “Management Structure”

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was appointed at the Board of Directors meeting No. 1/2552 on 27 February, 2009. The Committee comprises the Chairman of the Board of Directors and Independent Directors who are responsible for determining the criteria and policies in selecting, evaluating and nominating suitable candidates to the positions in the Board of Directors and Committees, as well as deciding on monetary and non- monetary remuneration of each director on an individual basis, each year.

In 2010, the Nomination and Remuneration Committee met a total of three times. The names, duties and responsibilities as assigned by the Board of Directors and meeting attendance of each director in 2010 is listed in detail in Section 10.1 “Management Structure”

Risk Management Committee

The Board of Directors realizes the importance of developing a strong internal risk management system which is an important tool to manage the Company’s operations, premised on good corporate governance, and linked to the organization’s vision, mission, and objectives. The Company’s risk management framework is based on the COSO Enterprise Risk Management Framework, which is supported by efforts across the organization to instill this into the corporate culture. Thus, a Risk Management Committee was frst appointed by the Board of Directors’ Meeting no. 1/2548 held on 3 February 2005, with additional members added over the years in order to perform their duties effciently and effectively. The Committee consists of knowledgeable, competent, and experienced directors and senior management who are committed to achieving the objectives through coordination with senior management to push the organization forward in having a comprehensive risk management system. The areas that are covered include administrative and management risk, fnancial risk, operational risk, safety, occupational health risks, environmental risk, and other important risks related to the Company’s business. The Risk Management Committee has to coordinate with the Audit Committee on key risks, based on their scope of authority and responsibilities that are listed in the Risk Management Charter.

Moreover, the Board of Directors has approved the policies and risk management framework for the Group on the 28 February, 2008 which will serve as guidelines to develop the Group’s risk management system. Details can be found in the section “Risk Management Policies and Framework”

The Risk Management Committee frst appointed a Risk Management Sub-Committee in 2008, and has revised and added members for greater effcacy. The Sub-Committee consists of experienced key members of management who can implement the duties as assigned by the Committee. The roles and responsibilities of the Sub-Committee are clearly indicated. The Sub-Committee is required to fle frequent reports to the Risk Management Committee, and prepare and present an annual performance report of the Risk Management Committee to the Board of Directors, with all the information disclosed in the annual report.

There was one Risk Management Committee meeting held in 2010. The list of members, attendance and responsibilities according to the Risk Management Charter is outlined in the section “Management Structure”

The Risk Management Sub-Committee reported its performance in 2010 to the Risk Management Committee on the 23 February, 2011.

The Risk Management Committee reported its annual performance in 2010 to the Board of Directors at the Board of Directors’ meeting No. 1/2554 held on the 25 February, 2011. A summary of the details is as follows:

The Risk Management Committee is of the opinion that the Group’s risk factors disclosed in the annual 56-1 forms and annual report in 2010 is complete and appropriate. Although the Risk Management Sub-Committee has worked hard and competently, the Committee feels that it was necessary to appoint additional members to the Sub-Committee for greater effciency and effcacy. The Committee views that plans to further develop and improve GMM Grammy Plc’s risk management system in 2011 are appropriate, in order to achieve and strengthen Risk Management Policies and Framework.

Corporate Governance and Ethics Committee

To support GMM Grammy Plc Group so that it operates under good corporate governance policies to ensure that the organization is effective, transparent, and inspires confdence in its shareholders, investors, stakeholders, and all related parties, as well as add value and promote sustainable growth, the Board of Directors appointed a Corporate Governance and Ethics Committee. Established in 2004, the Committee which comprises members of senior management and managers in various departments who are experienced and competent in delivering the objectives they have been assigned. The Committee has since been adjusted and expanded for greater effcacy. The Committee’s roles and responsibilities are clearly outlined by the Board of Directors, and the Committee is required to report their performance to the Board on a regular basis.

The list of names, responsibilities and authority assigned to this Committee is detailed under the section “Management Structure”

In 2010, the Corporate Governance and Ethics Committee performed and completed their duties as assigned by the Board of Directors, and presented performance reports on a regular basis to the Board.

Corporate Governance