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TrueSuccess - True Corporation Public Company Limited

TrueSuccess - True Corporation Public Company Limited

TrueSuccess - True Corporation Public Company Limited

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ANNUAL REPORT 2004 TRUE CORPORATION PUBLIC COMPANY LIMITED33Further detail on each Board committee and their committee members, including copies of their respective committeecharters, can be obtained from the investor relations pages of TRUEûs website.The current number and allocation of seats on the Board reflect a fair proportion of each shareholder groupûsinvestment. Non-executive directors remain a majority of TRUEûs Board, keeping the balance of power with non-executivesand ensuring decision-making independence and credible oversight of management. The seat of Chairman of the Boardremains with a non-executive director.In order to maximize the value to TRUE of the knowledge and experience of each Director, TRUE does not limit thenumber of times that a Director may be re-elected or impose a mandatory retirement age.Compensation of the top executives and the Board is recommended by the Compensation and Nominating Committeeand approved by the entire Board. Remuneration consists of a fixed salary and, when deemed appropriate, a variablecomponent. The variable component is linked to individual and corporate performance. TRUEûs shareholders have approvedthe remuneration presently paid to Board members. Key members of executive Management have also been provided, withapproval of the <strong>Company</strong>ûs shareholders, Stock Options (which utilized the services of an independent advisor in performingthis function, particularly within Thailandûs telecommunication industry) as a key component of their compensation in order tolink their compensation to corporate performance and to establish a long term performance incentive. Details of suchremuneration are provided within the Management content of the annual report.TRUE has disclosed publicly in filings made with the Stock Exchange of Thailand significant actions taken by its Boardover the course of 2004.

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