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

The Board of Directors’ Meeting
The Company’s Board of Directors has determined in advance its meeting a minimum of four times a year so that
each Board member will be informed of and set aside time for the Board’s meeting. Nevertheless, there may be an additional
extraordinary meeting as the Board thinks necessary. The meeting invitation letters, including an agenda and other relevant
documents, will be delivered, no less than 7 days prior to the date of the meeting, to all the Board members. Each Board member
is allowed to propose an issue to be inserted on the agenda through the Company’s secretary. For each meeting, the Chairman of
the meeting is in charge of providing time for presentations of related information, discussions and interrogations, as well as for
each Board member to make a comprehensive comment. In consideration of agenda, directors who are stakeholders in any item
on the agenda have no right to vote and are not allowed to be at the meeting for that agenda. In addition, the Board may ask the
Chairman or the Company’s secretary for additional explanations and examination of relevant documents.
The Board encourages its non-executive directors to convene a meeting among themselves, and assigns the Company’s
secretary to facilitate such a meeting upon request from non-executive directors.
Directors Authorized to Bind the Company to Any Decision
The Company’s Board of Directors has defined groups of directors authorized to bind the Company to any decision,
consisting of executive directors and independent directors who are not directors of the Audit Committee, and/or directors coming
from financial institutions. This is aimed at independence, transparency and verifiability. The names of directors authorized to bind
the Company to any decision appear in a certificate registered with the Department of Business Development, Ministry of
Commerce (Data as at December 31, 2009) and include the following directors:
“Mr. Chai Sophonpanich, Mr. Voravit Rojrapitada, Mr. Thira Wongjirachai, Mr. Witcha Damrongsinsak and
Mr. Yoshihiko Fukasawa. Two out of these five directors must sign together and affix the Company’s seal.”
Furthermore, in any transaction considered normal for the Company’s business transaction, the Board directors
who sign for or on behalf of the Company will be comprised of two directors, namely, Mr. Chai Sophonpanich, Mr. Voravit Rojrapitada,
who are directors taking part in the Company’s administration. In other words, they are executive directors.
The Company has also defined Mr. Witcha Damrongsinsak, Mr. Thira Wongjirachai and Mr. Yoshihiko Fukasawa as
directors authorized to bind the Company to any decision, which aims to provide flexibility in and convenience of the Company’s
business transactions. This would only be the case when the executive directors cannot carry out their missions, and only be the
case of signing to bind the Company to any decision in accordance with the item of which the Company’s Board has had a
resolution to approve, as well as be the signing together with other directors only.
1.2 Sub-Committees
Some of the Board of Directors, excluding the Chairman and President, are appointed as members of one or the two
ad hoc sub-committees, which are the Audit Committee and the Remuneration and Nomination Committee. Each sub-committee
has a three-year term, including the following details.
1.2.1 The Audit Committee
The Audit Committee comprises of 3 independent directors who have the scope of duties and authority as follows:
1. To verify the Company’s financial statements to ensure their accuracy and sufficiency.
2. To verify the Company’s systems of internal control and internal audit to ensure their appropriateness
and effectiveness, including a consideration of the Audit Department’s independence, and an approval for the appointment, reshuffle
and employment termination of the most senior superior of the Audit Department.
3. To verify the Company’s practices to ensure that they are in compliance with the Security Act and
Security Exchange Act, the SET requirements, and other laws related to the Company’s business.
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