Annual Report Samart i-Mobile 2010

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Samart I-Mobile Public Company Limited The Board of Directors has to ensure that the Companyûs disclosures are transparency and strictly complied by laws, the Companyûs and any related regulations. The Company has never been notified any offense by the SEC and the SET on such matter. The Board has major concerned on transparency and disclosure in the following areas: ë Provide multi channels for disclosure of information apart from the SETûs communication system Annual Report and Form 56-1 The Board of Directors has to ensure that Annual Report and Form 56-1 contained adequate information with accuracy, clarity and could create understanding to the shareholders and related parties on the Companyûs operation and its performance for the previous year as well as the management structure, performance of the Board of Directors and all Committees. ë ë Companyûs website The Board of Directors is aware of the efficiency of website disclosure to the shareholders and related persons as well as equitably and easily of getting information. The Board of Directors therefore ensures the Company not only provides all significant information of the Company in the Companyûs Annual report but also on the Companyûs website (www.i-mobilephone.com) in both languages, Thai and English. The disclosed information comprised of Corporate Governance Policy, Business Ethics, General News, Financial Statement as well as Annual Report, Form 56-1, etc. Investors Relation The Company has also set up an Investors Relation section to provide Companyûs information and activities for investors, shareholders, analysts and general public via Companyûs website, Road Shows, analysts meetings, conference calls, etc. The Companyûs Investor Relations could be contacted at phone number 0-2502-6583 or via www.i-mobilephone.com or the e-mail address at nikhil.a@samartcorp.com. In addition to above, the announcement on the Companyûs financial performance has been arranged for public, investors and analysts by quarterly basis with participation of the executives. Meetings with investors and analysts in 2010 were summarized as follows: - Analyst Meeting 12 Times - Announcement of Companyûs Performance 4 Times Disclosure of Information of the Board of Directors and Committees - Structure, Roles and Responsibilities of the Board as well as performance of the Board and each Committee; - Directors and Managementûs Remunerations: Policy of Directorsû Remuneration has been clearly and transparently set to be comparable to the general practice in same industry and be appealing enough to attract and retain qualified directors. The directors who also be appointed to be the member of any sub Committees will be paid appropriately more in accordance with the extra work. The Nominating and Compensation Committee will consider the remuneration and propose for consideration of the Board of Directors prior to further approval from the shareholders. The above information and remuneration of each board member have been disclosed in the Companyûs Annual Report and Form 56-1 under çManagement Structureé. Accountability to the Financial Statement The Board of Directors is responsible for the Companyûs consolidated financial statements and any financial information which been disclosed in the Companyûs Annual Report. Such financial statements were prepared in accordance with the general accepted accounting standard in Thailand with appropriated financial policy. The reports were carefully considered and prepared with sufficient information in the notes to financial statements. The financial statements have been audited and commented independently by the authorized auditors of the SEC to increase the confidence and reliability of financial report. The Board of Directors also set out and maintained for the efficiency of the Companyûs internal control system to ensure that the financial information had been correctly and accurately booked and sufficient to maintain the Companyûs assets and be aware of weak points in order to prevent whether from any dishonesty or 42 Annual Report 2010
significant error. The Board of Directors had appointed the Audit Committee of which comprised independent directors to be responsible for the quality of the financial statements and the internal control system and disclosed such opinion in the Annual Report under the Report of the Audit Committee. The opinion of the Audit Committee has already been disclosed in the annual report. Moreover, Report of the Board of Directorsû responsibility on the Companyûs Financial Statements was also attached in the Companyûs Annual Report. 5. Role and Responsibilities of the Board 5.1) Directorsû Qualifications The Board consists of directors who have various knowledge, experience, and specific skill that suitable and benefit to the Company. The Board will also have leadership and vision to carry on the Companyûs business and achieve its objectives. The Company has 9 directors who complied with the qualification that been described under çManagement Structureé. All of the Directors have contributed their best to the Company which may concern from their participation in the meeting. 5.2) The Independent of the Board of Directors ë Separation of Chairman and CEO For best benefit of the shareholders and to strike a balance of power within the Company, the Chairman of the Board of Directors is not the same person as CEO. The Companyûs Chairman of the Board of Directors is an independent director who has the qualifications of independent director in accordance with the SETûs notification and has no business relation with any management of the Company. ë Balance of Power The Board of Directors of the Company comprised of 9 members with various qualifications, skills, experience and expertise. Composition of the members is as follows: - 3 Independent Directors (one-third of the Board of Directors) - 3 Executive Directors (two directors are representatives from major shareholders) - 3 Non-Executive Directors (representatives from major shareholders) The shareholders could have confidence that the directors as representatives of the shareholders could perform their duty without any influence or control by management of the Company by the above structure. ë Roles and Responsibilities of the Board of Directors and CEO The Company has clearly set the separate roles and responsibilities of the Board of Directors and CEO. The Board of Directors will focus and ensure that the Companyûs business will achieve its target and in the direction that create value and best benefit to the shareholders as well as all stakeholders. Any conflict of interest with the Company and its subsidiaries will be prohibited. The Board will also comply with the Companyûs Ethics with responsibility, due care, and integrity to ensure all Companyûs businesses are run under Companyûs objectives, Articles of Association, resolutions of the Board of Directorsû and shareholdersû meetings as well as laws and regulations of the SET, the SEC and other related laws. At the same time, CEO who is the managementûs leader will focus on general management of the Company. The details of Roles and Responsibilities of the Board of Directors and CEO are described under çManagement Structureé. 5.3) Being Director in other Listed Companies ë Policy for directors to serve as directors in other listed companies For efficiency of being the director, the Board of Directors of the Company has set the policy for all directors to be the director in any listed companies not exceeding 3 companies. However, there is not any of the existing 9 directors of the Company is being the director in listed companies over than 3 companies and also could participate and contribute to the Company with efficiency. Annual Report 2010 43
Page 7 and 8: Contents Message from the Board of
Page 9 and 10: Message from the Executive Committe
Page 11 and 12: 6 7 8 9 6. Mr. Charoenrath Vilailuc
Page 13 and 14: (MB.) 15,000 10,000 11,398 Total Re
Page 15 and 16: young footballers the opportunity t
Page 17 and 18: ➤ Business Structure Samart I-Mob
Page 19 and 20: Information of Subsidiary Companies
Page 21 and 22: Changes During the Year The main bu
Page 23 and 24: letting private operators to acquir
Page 25 and 26: drinking, and travelling informatio
Page 27 and 28: Shareholders As of December 30, 201
Page 29 and 30: Board of Directors as of December 3
Page 31 and 32: Audit Committee as of December 31,
Page 33 and 34: 5. Act on behalf or in the name of
Page 35 and 36: the Board of Directors of the Compa
Page 37 and 38: sets as policy that all employees s
Page 39 and 40: Summary of Training to management a
Page 41 and 42: Report of the Risk Management Commi
Page 43 and 44: Corporate Governance The Board of D
Page 45 and 46: ë Profit Sharing The Company will
Page 47: Societies: Environment: The Company
Page 51 and 52: Directors Term of Directorship Numb
Page 53 and 54: 5.7) Internal Control and Internal
Page 55 and 56: 3. Risk management and internal con
Page 57 and 58: Nature of Connected Transactions Re
Page 59 and 60: Transactions of Goods and Services
Page 61 and 62: Financial Analysis and Results of O
Page 63 and 64: Other Current Assets As of December
Page 65 and 66: Report of the Audit Committee To Sh
Page 67 and 68: Financial Statements Samart I-Mobil
Page 69 and 70: Samart I-Mobile Public Company Limi
Page 71 and 72: Annual Report 2010 65 Samart I-Mobi
Page 79 and 80: Indirect subsidiaries held by the C
Page 81 and 82: TAS 19 Employee Benefits This accou
Page 83 and 84: An item of equipment is derecognise
Page 85 and 86: Allowance for doubtful accounts In
Page 87 and 88: Movement of the short-term investme
Page 89 and 90: (Unit: Million Baht) Consolidated f
Page 91 and 92: (Unit: Baht) Consolidated financial
Page 93 and 94: (Unit: Baht) Consolidated financial
Page 95 and 96: 14. Investments in subsidiaries Det
Page 97 and 98: (Unit: Baht) Separate financial sta
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As a result, Samart Multimedia Co.,
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(Unit: Baht) Separate financial sta
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26. Other expenses Details of other
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30. Dividends 2009 Final dividend f
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33. Provident fund The Company, sub
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34.3 Commitments in uncalled portio
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Consolidated financial statements F
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Forward exchange contracts The Comp
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Audit Fee 1. Audit Fee In 2010, the
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Annual Report 2010 111 Name-Surname
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Annual Report 2010 113 Name-Surname
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Annual Report 2010 115 The Position
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General Information Name : Samart I
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Annual Report Samart i-Mobile 2010

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