Year 2007

5. The Board of Directors’ Responsibilities
The Company’s Board fully realizes its roles and responsibilities as the shareholders’ representative, principally
responsible for making a decision on the Company’s significant policies and strategies. In addition, the Board will see to it that the
Company’s management has implemented the policies and strategies defined for the Company’s utmost benefit. To fulfill this goal,
the Board has implemented the principles of good corporate governance as the following:
5.1 The Board of Directors’ Structure
(1) Components of the Board
The structure of the Board of Directors consists of directors with sound knowledge and expertise and a wide
variety of skills, which are beneficial to the Company. All Board directors are able to fully devote their time and effort to their jobs
and responsibilities. They are elected through a nomination procedure defined, while their responsibilities have been clearly
defined in the Company’s management structure that no one particular person or group is allowed to have unlimited authority. It is
believed that through this structure the directors can independently perform on behalf of shareholders and there is an appropriate
check and balance of power among the Board of Directors, which consists of 12 members as follows:
A) Executive Directors 2 members, and a director who is the Company’s advisor on underwriting 1 member.
B) Non-executive Directors, who are independent, exceed one-third of the Board directors 9 members
Names of the Board of Directors, including their role, responsibilities and work performance in 2007 are given
in the section “Management Structure”.
(2) The Board of Directors’ Term of Office
The Company has clearly defined the Board of Directors’ term of office in its rules and regulations, No.23 which is
proclaimed in the Company’s website in the section “Investors”.
(3) Qualifications of Independent Directors
The Company has defined the qualifications of independent directors as the following: independent directors refer
to those having no business or activities related to the Company, which may affect their own independent decision. In 2006, the
Company’s Board of Directors had defined independent directors’ qualifications to be more rigorous than the minimum
requirements of the SEC and SET. Their qualifications include the following:
1. Have no more than 0.5 percent of all the eligible votes in the Company, subsidiary companies or associated
companies. This includes shares held by any party concerned.
2. Have nothing to do with the Company’s administration, nor its employees and advisers with a regular salary.
Neither do they have authority to control the Company, subsidiary companies or associated companies. Nor are they the auditor or
lawyer of these companies. Above all, they must not benefit from those companies, nor be their stakeholders for less than 1 year.
3. Do not benefit either directly or indirectly from financial and managerial affairs of the Company, subsidiary
companies or associated companies, or from ones having authority to control those companies.
4. Have no relationship with, nor are close relatives of senior executives or those having authority to control the
Company, subsidiary companies or associated companies.
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