TrueSuccess - True Corporation Public Company Limited

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30 ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITEDë Pirab Noi invites students studying mass communications in Thailandûs universities to participate in the production ofhigh quality content, while also promoting responsibility and ethics in the area of communications/journalism.ë TRUE works closely with the Bangkok Metropolitan Administration (BMA), Education Department to guide Thailandtowards becoming a çknowledge-based society.é Through collaborative efforts, the çInternet for a Knowledge-BasedSocietyé program has connected more than 300 schools in Bangkok to resources they never had access to before.TRUE believes if young people have access to the latest information from around the world via the Internet, then theywill be empowered to explore new boundaries and improve their lives. This, in turn, will enable them to make evenmore valued contributions for the benefit of the country.TRUE understands that it has a responsibility to safeguard the interests of its stakeholders. As it has for many years,TRUE has kept an open and cooperative working dialogue with Marsh UK Ltd., which is the insurance advisor to TRUEûssecured creditors. In addition, last year TRUE and its insurance broker procured a competitive, comprehensive, secure acost-effective insurance package for TRUE and its affiliated companies. There is also a strong national interest in TRUEûsability to continue business operations even in the event of a significant accident or disaster. TRUE continues to makeinvestments and to allocate resources to ensure that its key services have adequate backups and will continue to operateunder virtually any circumstances.Internal safeguards are implemented under the management of TRUEûs Audit Department. The effectiveness of theAudit Department oversight and internal controls is enhanced through utilization of the expertise of PricewaterhouseCoopersRisk Management Services <strong>Limited</strong>.4. Disclosure and TransparencyThrough its own initiative, over four years ago the Board established a committee to enhance the governance of thecompany by adopting international best practices. Three years ago the Corporate Governance Guidelines were placed intopractice. A complete copy of the Corporate Governance Guidelines is available on TRUEûs website.The Guidelinesencompass:ë Duties and responsibilities of the Board of Directorsë Composition and selection of the Board of Directorsë Board structure and procedureë Board Leadership
ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED31ë Board relationship to managementë Meeting proceduresë Committees of the Board of Directorsë General Committee Mattersë Policy regard related party transactions and Code of ConductCourageousçWe recognize that with opportunity comes accountability and with accountability, ownership.éAdoption of the Corporate Governance Guidelines led to the formation of a new Board Committee, the IndependentCommittee. The work of the Independent Committee includes oversight responsibility over any Board matter involving arelated party transaction or a corporate opportunity, as well as all matters that are covered by the Stock Exchange ofThailandûs Rules and Procedures and Disclosure of Connected Transactions of Listed Companies. Details of ConnectedTransactions that occurred during 2004 are provided in the çConnected Transactionsé section of this Annual Report for 2004.TRUE has its own complementary standards for transactions with related entities, which are stated in the PolicyRegarding Related Party Transactions. Situations such as trading on insider information and having a personal relationship inmatters involving TRUE are explained and explored in detail in the Code of Conduct that every employee is asked to readand acknowledge.5. Board ResponsibilitiesTRUE stakeholders are served by 20 hard-working persons, each of whom is able to work with colleagues as one andyet who can complement the value of the Board with his own particular strengths.CreativeçWe share our ideas with each other to create strong synergies.éThe schedule of the Board meetings for the coming year is set by consensus at the final Board meeting of the prior yearand written notice of each meeting is provided to each Director in accordance with all applicable rules and regulations.
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