THAILAND - Investor Relations

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Remark: / = Director × = Chairman of the Board // = Chief Executive Officer /// = Vice Chairman of the Board of Director Notes: Glow Group (except GHECO-One Co., Ltd., Glow Hemaraj Wind Co., Ltd., Houay Ho Thai Co., Ltd., and Houay Ho Power Co., Ltd. ) (1) Resigned from member of the Board of Directors since 26 March 2012 (2) Retired by rotation since 27 April 2012 (3) Appointed to be Directors replacement of Mr. Philip Cox since 26 March 2012 and; Resigned from member of the Board of Directors since 9 May 2012 (4) Appointed to be Directors replacement of Mr. Lucas Hauvast since 9 May 2012 (5) Appointed to be Directors replacement of Mr. Alain Janssens since 27 April 2012 (6) Promoted to be SVP - Engineering and Environment since 1 September 2012 (7) Promoted to be VP - Engineering since 1 September 2012 (8) Promoted to be Plant Manager - Glow IPP & Cogeneration Pluak Daeng since 1 January 2012 (9) Promoted to be SVP - Asset Optimization since 1 January 2012 (10) Promoted to be SVP - Business Development since 1 September 2012 (11) Promoted to be SVP - Cogeneration Marketing and Fuel Management since 1 January 2012 (12) Appointed to be VP - System Optimization since 1 January 2012 Selection of Directors and Management Team Selection of Director The Nomination and Remuneration Committee’s duties include but are not limited to: • Recommending qualified candidates to sit on the Board. Shareholders must approve the appointment of incoming Board members during the annual general shareholders’ meeting before their appointment is considered official. • Seeking proposals from individuals for appointment to the Board as independent board members. The following rules and procedures apply to Shareholders’ meetings when electing new Board members: • Each shareholder shall have one vote for each share that he or she (or it) holds; • Each shareholder shall exercise all the votes he or she (or it) holds to elect one or several individuals to be directors (if any shareholder wishes to vote for several candidates, their votes will divided equally between all such candidates); and • The candidates receiving the most votes, in descending order, shall be elected to the Board until all of the Board members’ positions are filled. In the event that a position on the Board becomes vacant for reasons other than retirement, the Board shall, by a majority vote of not less than three-fourths of the remaining members, elect a suitably qualified replacement who does not possess characteristics prohibited under Section 68 of the Public Company Limited Act B.E. 2535. Selection of Management Team The Nomination and Remuneration Committee is also responsible for nominating qualified candidates to replace the CEO whenever necessary. This responsibility includes the development of a CEO succession plan that considers both potential internal and external candidates. 89
The Board is responsible for selecting the Company’s management teams by taking into consideration the experience, knowledge and skills for the managerial position in question. For more details on the scope and responsibilities of the Nomination and Remuneration Committee. Remunerations Remunerations of the Board of Directors A resolution was passed concerning the remuneration of the chairman and other non-executive members of the Board during the 27 April 2012 Annual General Shareholders’ Meeting. The resolution was based on taking into account the profit of the Company, number of factors compared within the same industry together with the business expansion. The remuneration of Directors for the year 2012 as below: 90 (Unit: Baht) Fixed Remuneration (Per Year) Meeting Allowance (Per Meeting) Chairman 404,250 92,400 Non-Executive members 404,250 92,400 Fixed remuneration and Meeting Allowance for Non-Executive members of the Board of Directors details as following: • Fixed Remuneration was THB 4,446,750. • Meeting Allowance was THB 3,511,200 Remunerations for Committees • The Annual General Meeting of Shareholders dated 27 April 2012 approved the Meeting Allowance for Audit Committee, based on taking into account the profit of the Company, number of factors compared within the same industry together with the business expansion. • The Board passed a resolution on the remuneration of members of the Nomination and Remuneration Committee on the basis of an Fixed Remuneration and Meeting Allowances as listed in the table below: (Unit: Baht) Fixed Remuneration (Per Year) Meeting Allowance (Per Meeting) The Audit Committee Chairman - 40,179 Members - 34,058 The Nomination and Remuneration Committee Chairman 44,520 27,825 Members 32,277 20,034
Page 1 and 2: The map below indicates the locatio
Page 3 and 4: Shareholders The following table se
Page 5 and 6: Authorized Directors Any two of the
Page 7 and 8: Details of the Board of Directors 1
Page 9 and 10: • Member of the Accounting and Fi
Page 11 and 12: 9. Mr. Alain Janssens Age 51 years
Page 13 and 14: January - May 2012 • Deputy CFO I
Page 15 and 16: Details of Management Team 1. Mr. E
Page 17 and 18: • Senior Vice President - Strateg
Page 19 and 20: 2011 • Vice President - Cogenerat
Page 21 and 22: 23. Mr. Renaud Louis Albert Pilleul
Page 23 and 24: 32. Mr. Nattaphatt Tanboon-ek Age 3
Page 25: Company name Company Management Sub
Page 29 and 30: The Board of Directors shall facili
Page 31 and 32: - During the implementation phase s
Page 33 and 34: 9. Employees, irrespective of their
Page 35 and 36: We encourage and support employees
Page 37 and 38: • The Company’s internal contro
Page 39 and 40: Detail of Related Party Transaction
Page 41 and 42: Ratio of Financial Statement Liquid
Page 43 and 44: Revenues from Sales of Goods Electr
Page 45 and 46: IPP and Cogeneration Facilities Cos
Page 47 and 48: Production and Heat Rates Year to D
Page 49 and 50: As a result of the foregoing, total
Page 51 and 52: Minority Interest There was a net p
Page 53 and 54: The Audit Committee did not find an

THAILAND - Investor Relations

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