We aim to be the most preferred non-life insurer in Thailand

4.1 Policy on Corporate Governance and Its Implementation Consequences
Throughout 2009, the Company performed in accordance with its policy on good corporate governance, except for the
following issues.
(1) The Company’s Chairman is also its President, who is not an independent director since the non-life insurance
industry strongly needs a knowledgeable and capable person with long business experience to lead the Company to its
established goals. Nonetheless, the Company and its Board of Directors is based on the principles of good corporate governance
and in line with those of the SET. Therefore, though the Chairman and President is the same person, in practice, the Chairman of
the Board will not exercise his authority on behalf of the Board of Directors, all under the Company’s rules and regulations.
Similarly, the President’s performance must be approved by the Company’s management and the Board of Directors, comprising
independent members, who make up more than half of the Board, giving rise to a concise and transparent checks-and-balance
mechanism of the performance. Furthermore, any authorization given to the President will not allow him to approve any transaction
in which he is involved as a stakeholder, or which may engender a conflict of interest with the Company, subsidiary companies or
associated companies. Likewise, the Company has changed its President from Mr. Chai Sophonpanich to Mr. Panus Thiravanitkul,
effective from January 1, 2010, representing the beginning of separating the position of the Company’s Chairman of the Board of
Directors from its President so that it increasingly goes in accordance with the principle of sound practice.
(2) The Company does not limit the number of companies in which its Board and senior management may hold office
because it is afraid that it will lose an opportunity of getting quality people to sit on the Board. However, it constantly reviews the
number of companies in which each Board member holds office.
4.2 Remuneration for Directors and Management
4.2.1 Remuneration in the form of money
In 2009, the Company paid the Board’s meeting allowance to the Board directors, amounting to Baht 6,367,500.
Details of remuneration criteria are given below.
The Board of Directors Annual Remuneration (Baht/Person) Payment made each quarter (Baht/Person)
The Board Directors 500,000 125,000
The Audit Committee members 250,000 62,500
The Remuneration and Nomination Committee members 60,000 -
As at December 31, 2009, the Company’s executive directors and the first four executive members comprised
14 members, who were paid a total remuneration of Baht 64,041,300 consisting of salary, bonus, as well as motor and telephone expenses.
4.2.2 Other remuneration (If any)
As at December 31, 2009, other remuneration, such as providence fund and a pension for those who retired,
totaling Baht 9,074,700 was paid to 14 Company executive directors and the first four executive members.
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