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PRINCIPLES OF GOOD CORPORATE GOVERNANCE<br />

The Bangkok Insurance Public Company Limited Board of Directors fully realizes the significance of good corporate<br />

governance and views it as a preliminary factor in enhancing the Company’s performance efficiency and sustainable business<br />

growth, while gaining greater acceptance both inside and outside the country. This will, of course, lead to the significant goal of<br />

generating the greatest benefit for all parties concerned, shareholders, investors, staff and other stakeholders including society at<br />

large.<br />

The Company’s Board is strongly determined to perform in accordance with the principles of good corporate governance<br />

and has, therefore, formulated the Company’s policy on good corporate governance based on the guidelines defined by the SET<br />

and the Office of Insurance Commission. In addition, the Board has assigned the Company’s management team to oversee and<br />

strictly comply with good corporate governance principles, and report on the recommendations in order to improve the Company’s<br />

policy on good corporate governance, and to ensure the ethics manual is in accordance with the guidelines of the SET and the<br />

Office of Insurance Commission, while allowing for future modification. The aim is to be up-to-date and appropriate to the current<br />

situation, and with higher international standard practices.<br />

In 2006, the Company’s Board approved an improvement of the Company’s policy on good corporate governance to bring<br />

it in line with the SET’s newly improved guideline and the Office of Insurance Commission’s guideline. The improvement can be<br />

summarized as the following:<br />

<br />

The Section on Corporate Governance Structure. Three issues of significant substance were added, namely:<br />

1. Define the qualification of the Independent Committee so that it is more stringent than that defined by the SEC and the<br />

SET concerning the proportion of shareholding of no more than 0.5 percent, including the determination of measures and duties in<br />

a review of the appropriate qualification of a committee member for the Remuneration and Nomination Committee.<br />

2. Increase the Board’s duties and responsibilities for a consideration on authorizing the operation to the President, apart<br />

from the duties in an evaluation of work performance of the Board and the President.<br />

3. Define a clearer policy on the development of the Board of Directors and the Management.<br />

The Section on Shareholders’ Rights. Provide an opportunity for shareholders to submit questions to the Company<br />

prior to the meeting day.<br />

The Section on Equal Treatment of Shareholders. Provide the minority of shareholders’ rights to propose the<br />

meeting’s agenda and nominate the Board’s director, through the criteria and procedures propagated on the Company’s website.<br />

Shareholders may use these rights, starting from the annual general meeting of shareholders for <strong>2007</strong> onwards.<br />

The Section on a Meeting of the Company’s Board. Encourage the Company’s non-executive directors to have<br />

a meeting, with the secretary to the Board of Directors assigned to facilitate the matter.<br />

Details of the Company’s policy on good corporate governance may be viewed on its website at www.bki.co.th<br />

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